EXHIBIT 2.1


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                          AGREEMENT AND PLAN OF MERGER

                                      among

                             ALAMOSA HOLDINGS, INC.,

                              A-CO MERGER SUB, INC.

                                       and

                                AIRGATE PCS, INC.










                          Dated as of December 7, 2004










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                                TABLE OF CONTENTS


                              ARTICLE I THE MERGER

1.1.     The Merger..........................................................1
1.2.     Effective Time......................................................1
1.3.     Effects of the Merger...............................................2
1.4.     Conversion of Company Common Stock..................................2
1.5.     Merger Sub Capital Stock............................................4
1.6.     Proration...........................................................4
1.7.     Stock Options.......................................................5
1.8.     Assumption of Warrants..............................................5
1.9.     Restricted Unit Awards..............................................6
1.10.    Alternative Transaction Structures..................................6
1.11.    Certificate of Incorporation........................................6
1.12.    Bylaws..............................................................6
1.13.    Tax Consequences....................................................7
1.14.    Directors...........................................................7
1.15.    Officers............................................................7

                   ARTICLE II DELIVERY OF MERGER CONSIDERATION

2.1.     Election Procedures.................................................7
2.2.     Deposit of Merger Consideration.....................................9
2.3.     Delivery of Merger Consideration....................................9

            ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1.     Company Disclosure Schedule........................................11
3.2.     Corporate Organization.............................................12
3.3.     Capitalization.....................................................14
3.4.     Authority; No Violation............................................15
3.5.     Consents and Approvals.............................................16
3.6.     Reports............................................................17
3.7.     Financial Statements...............................................17
3.8.     No Undisclosed Liabilities.........................................18
3.9.     Absence of Certain Changes or Events...............................18
3.10.    Property...........................................................19

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3.11.    Leases............................................................20
3.12.    Environmental Matters.............................................21
3.13.    Certain Contracts.................................................22
3.14.    Distributors and Suppliers........................................25
3.15.    Insurance.........................................................25
3.16.    Legal Proceedings.................................................25
3.17.    Compliance with Applicable Law....................................26
3.18.    Employees.........................................................27
3.19.    Taxes.............................................................28
3.20.    Sprint Agreement Compliance.......................................29
3.21.    Intellectual Property.............................................30
3.22.    Labor Matters.....................................................31
3.23.    Reorganization....................................................32
3.24.    Broker's Fees.....................................................32
3.25.    Opinion...........................................................32
3.26.    Related Party Transactions........................................32
3.27.    Company Information...............................................33
3.28.    Company Indentures................................................33
3.29.    Anti-Takeover Provisions..........................................33
3.30.    Disclosure Controls and Procedures................................33

               ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT

4.1.     Parent Disclosure Schedule........................................34
4.2.     Corporate Organization............................................34
4.3.     Capitalization....................................................35
4.4.     Authority; No Violation...........................................36
4.5.     Consents and Approvals............................................37
4.6.     Reports...........................................................38
4.7.     Financial Statements..............................................38
4.8.     No Undisclosed Liabilities........................................39
4.9.     Absence of Certain Changes or Events..............................39
4.10.    Property..........................................................40
4.11.    Environmental Matters.............................................40
4.12.    Legal Proceedings.................................................41

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4.13.    Compliance with Applicable Law....................................41
4.14.    Employees.........................................................42
4.15.    Taxes.............................................................44
4.16.    Sprint Agreement Compliance.......................................44
4.17.    Intellectual Property.............................................45
4.18.    Labor Matters.....................................................46
4.19.    Reorganization....................................................47
4.20.    Broker's Fees.....................................................47
4.21.    Opinion ..........................................................47
4.22.    Related Party Transactions........................................47
4.23.    Company Information...............................................48
4.24.    Disclosure Controls and Procedures................................48
4.25.    Ownership of Company Common Stock.................................48
4.26.    Adequate Financing................................................48
4.27.    Insurance.........................................................48

               ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1.     Covenants of the Company..........................................49
5.2.     Covenants of Parent...............................................52

                        ARTICLE VI ADDITIONAL AGREEMENTS

6.1.     Regulatory Matters................................................53
6.2.     No Solicitation...................................................55
6.3.     Access to Information.............................................57
6.4.     Stockholder Meetings..............................................58
6.5.     Affiliates........................................................59
6.6.     Nasdaq Listing....................................................59
6.7.     Employee Benefit Plans; Existing Agreements.......................59
6.8.     Indemnification...................................................61
6.9.     Reasonable Best Efforts; Additional Agreements....................62
6.10.    Advice of Changes.................................................63
6.11.    Current Information...............................................63
6.12.    Shelf Registration of Resales of 9 3/8% Notes.....................63
6.13.    Takeover Statute..................................................64
6.14.    Supplemental Warrant Agreement....................................64




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6.15.    Exchange Offer....................................................65
6.16.    Repurchase Offer; Company Indentures..............................65

                        ARTICLE VII CONDITIONS PRECEDENT

7.1.     Conditions to Each Party's Obligation To Effect the Merger........65
7.2.     Conditions to Obligations of Parent...............................66
7.3.     Conditions to Obligations of the Company..........................67

                     ARTICLE VIII TERMINATION AND AMENDMENT

8.1.     Termination.......................................................68
8.2.     Effect of Termination.............................................70
8.3.     Amendment.........................................................70
8.4.     Extension; Waiver.................................................70
8.5.     Termination Fee...................................................70

                          ARTICLE IX GENERAL PROVISIONS

9.1.     Closing...........................................................72
9.2.     Nonsurvival of Representations, Warranties and Agreements.........72
9.3.     Expenses..........................................................72
9.4.     Notices...........................................................72
9.5.     Interpretation....................................................73
9.6.     Counterparts......................................................73
9.7.     Entire Agreement..................................................73
9.8.     Governing Law.....................................................74
9.9.     Enforcement of Agreement..........................................74
9.10.    Severability......................................................74
9.11.    Publicity.........................................................74
9.12.    Assignment; No Third Party Beneficiaries..........................74



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                             Index of Defined Terms



2004 Form 10-K.............................7.2(d)           Company Stock Certificate..................1.4(d)
9 3/8% Notes.................................6.12           Company Stockholder Approval...............3.4(a)
Acquisition Proposal.......................6.2(e)           Company Stockholders Meeting...............6.4(a)
Affected Employees.........................6.7(a)           Company Termination Fee....................8.5(a)
Affiliate..................................3.2(c)           Company Tower Leases......................3.11(c)
Agreement................................Preamble           Company Warrants...........................3.3(a)
Bankers Trust Warrant Agreement............3.3(a)           Company's Counsel..........................7.3(c)
Bankers Trust Warrants.....................3.3(a)           Confidentiality Agreement..................6.3(c)
Cash Consideration.....................1.4(a)(ii)           Delaware Secretary............................1.2
Cash Conversion Number.....................1.6(a)           DGCL..........................................1.2
Cash Election..........................1.4(a)(ii)           Dissenting Shareholder.....................1.4(b)
Cash Election Number....................1.6(b)(i)           Dissenting Shares..........................1.4(b)
Cash Election Shares...................1.4(a)(ii)           Effective Time................................1.2
CERCLA....................................3.12(f)           Election...................................2.1(a)
Certificate of Merger.........................1.2           Election Deadline..........................2.1(d)
ChaseMellon Warrants.......................3.3(a)           Environmental Laws........................3.12(f)
Claim......................................6.8(a)           Environmental Permits.....................3.12(f)
Closing.......................................9.1           ERISA.....................................3.18(a)
Closing Date..................................9.1           Exchange Act..................................3.5
Code.....................................Recitals           Exchange Agent.............................2.1(d)
Company..................................Preamble           Exchange Agent Agreement...................2.1(d)
Company 2004 Financial Statements.............3.7           Exchange Fund..............................2.3(g)
Company Advisor..............................3.24           Exchange Ratio..........................1.4(a)(i)
Company Audited                                             FCC.......................................3.17(c)
  Financial Statements........................3.7           Form of Election...........................2.1(b)
Company Common Stock.......................1.4(a)           Form S-4...................................6.1(a)
Company Contract..........................3.13(b)           GAAP..........................................3.7
Company Disclosure Schedule...................3.1           Governmental Entity...........................3.5
Company Draft 10-K............................3.7           Hazardous Materials.......................3.12(f)
Company ERISA Affiliate...................3.18(a)           Holder........................................2.1
Company Financial Statements..................3.7           HSR Act....................................6.1(b)
Company Indentures........................3.28(a)           Indemnified Parties........................6.8(a)
Company Lease.............................3.11(a)           Injunction.................................7.1(e)
Company Leased Premise....................3.11(b)           Insurance Amount...........................6.8(b)
Company Material                                            Intellectual Property.....................3.21(a)
 Intellectual Property....................3.21(b)           Joint Proxy Statement/Prospectus...........6.1(a)
Company Option................................1.7           KPMG..........................................3.7
Company Option Plans..........................1.7           Letter of Transmittal......................2.3(a)
Company Permit............................3.17(a)           Liens......................................3.3(b)
Company Permitted Liens...................3.10(a)           Material Adverse Effect....................3.2(c)
Company Plans.............................3.18(a)           Merger...................................Recitals
Company Preferred Stock....................3.3(a)           Merger Consideration.......................1.4(a)
Company Real Property.....................3.12(e)           Merger Sub...............................Preamble
Company Reports...............................3.6           Nasdaq.....................................1.4(a)
Company Sprint Agreements.................3.20(b)           Non-Election Shares...................1.4(a)(iii)



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Parent...................................Preamble           Person.....................................3.2(d)
Parent Advisor...............................4.20           Public Proposal.........................8.5(a)(2)
Parent Audited Financial Statements...........4.7           PWC...........................................4.7
Parent Closing Price.......................1.4(a)           Restricted Stock Unit.........................1.9
Parent Common Stock.....................1.4(a)(i)           SEC...........................................3.5
Parent Disclosure Schedule....................4.1           Section 404................................7.2(d)
Parent ERISA Affiliate....................4.14(a)           Securities Act................................3.6
Parent Financial Statements...................4.7           Shortfall Number.......................1.6(b)(ii)
Parent Material Intellectual Property........4.17           Sprint Licenses...........................3.17(c)
Parent Permit.............................4.13(a)           Sprint PCS....................................3.5
Parent Plans..............................4.14(a)           Sprint Warrant.............................3.3(a)
Parent Real Property......................4.11(e)           Sprint Warrant Agreement...................3.3(a)
Parent Reports................................4.6           Stock Consideration.....................1.4(a)(i)
Parent Series B Preferred Stock............4.3(a)           Stock Election..........................1.4(a)(i)
Parent Series C Preferred Stock............4.3(a)           Subsidiary.................................3.2(d)
Parent Sprint Agreements..................4.16(b)           Superior Proposal..........................6.2(f)
Parent Stock Certificate...................1.4(d)           Surviving Corporation.........................1.1
Parent Stockholder Approval................4.4(a)           Tax Return................................3.19(b)
Parent Stockholders Meeting................6.4(b)           Taxes.....................................3.19(b)
Parent's Counsel...........................7.2(c)           Voting Debt................................3.3(d)
Per Share Amount...........................1.4(a)           WARN Act.....................................3.22




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                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2004 (this
"Agreement"), by and among Alamosa Holdings, Inc., a Delaware corporation
("Parent"), A-Co. Merger Sub, Inc., a Delaware corporation and a direct wholly
owned subsidiary of Parent ("Merger Sub"), and AirGate PCS, Inc., a Delaware
corporation (the "Company").

     WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company have
determined that it is advisable and in the best interests of their respective
companies and their stockholders to consummate the business combination
transaction provided for herein in which the Company will, subject to the terms
and conditions set forth herein, merge with and into Merger Sub, with Merger Sub
being the surviving entity (the "Merger");

     WHEREAS, the parties intend that the Merger shall qualify as a
reorganization under the provisions of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), for federal income tax purposes; and

     WHEREAS, the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and intending to be legally bound
hereby, the parties agree as follows:

                                   ARTICLE 1
                                   THE MERGER

     1.1 The Merger. Upon the terms and subject to the conditions of this
Agreement, at the Effective Time (as defined in Section 1.2 hereof), the Company
shall merge with and into Merger Sub. Merger Sub shall be the surviving
corporation (hereinafter sometimes called the "Surviving Corporation") in the
Merger and shall continue its corporate existence under the laws of the State of
Delaware. The name of the Surviving Corporation shall be "AirGate PCS, Inc."
Upon consummation of the Merger, the separate corporate existence of the Company
shall terminate.

     1.2 Effective Time. Subject to the provisions of this Agreement, a
certificate of merger (the "Certificate of Merger") shall be duly prepared,
executed by Merger Sub as the Surviving Corporation and thereafter filed with
the Secretary of State of the State of Delaware (the "Delaware Secretary"), as
provided in the Delaware General Corporation Law (the "DGCL"), on the Closing
Date (as defined in Section 9.1). The Merger shall become effective upon the
filing of the Certificate of Merger with the Delaware Secretary or at such time
thereafter as is provided in the Certificate of Merger and agreed to by the
parties hereto (the "Effective Time").


     1.3 Effects of the Merger. At and after the Effective Time, the Merger
shall have the effects set forth in the DGCL.

     1.4 Conversion of Company Common Stock. At the Effective Time, by virtue of
the Merger and without any action on the part of the Company, Merger Sub, Parent
or the holder of any of the following securities:

          (a) Each share of the common stock, par value $0.01 per share, of the
     Company (the "Company Common Stock") issued and outstanding immediately
     prior to the Effective Time (except for (x) shares of Company Common Stock
     held directly or indirectly by the Company or Parent and (y) Dissenting
     Shares), shall be converted, at the election of the holder thereof, in
     accordance with the procedure set forth in Article II and subject to
     Section 2.3(f), into the right to receive the following:

               (i) In the case of a share of Company Common Stock with respect
          to which an election to receive common stock, $0.01 par value per
          share, of Parent (the "Parent Common Stock") has been effectively made
          and not revoked or lost pursuant to Article II (a "Stock Election"),
          2.87 (the "Exchange Ratio") shares of Parent Common Stock (the "Stock
          Consideration"); and

               (ii) In the case of a share of Company Common Stock
          (collectively, "Cash Election Shares") with respect to which an
          election to receive cash has been effectively made and not revoked or
          lost pursuant to Article II (a "Cash Election"), an amount in cash
          equal to the Per Share Amount, without interest (the "Cash
          Consideration"), subject to Section 1.6; and

               (iii) In the case of any share of Company Common Stock other than
          shares as to which a Cash Election or a Stock Election has been
          effectively made and not revoked or lost pursuant to Article II
          (collectively, "Non-Election Shares"), either Stock Consideration or
          Cash Consideration, as determined in accordance with Section 1.6.

     "Per Share Amount" shall mean the product, rounded to the nearest cent, of
the Exchange Ratio times the Parent Closing Price.

     "Parent Closing Price" shall mean the average, rounded to the nearest one
ten thousandth, of the closing sale prices of Parent Common Stock on The Nasdaq
National Market ("Nasdaq") as reported by The Wall Street Journal for the ten
(10) trading days immediately preceding the date of the Effective Time.

     The Cash Consideration and the Stock Consideration are sometimes referred
to herein collectively as the "Merger Consideration."

          (b) Each outstanding share of Company Common Stock the holder of which
     has perfected his appraisal rights under applicable law and has not


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     effectively withdrawn or lost such right as of the Effective Time (the
     "Dissenting Shares") shall not be converted into or represent a right to
     receive shares of Parent Common Stock or cash hereunder, and the holder
     thereof shall be entitled only to such rights as are granted by applicable
     law. The Company shall give Parent prompt notice upon receipt by the
     Company of any such demands for payment of the fair value of such shares of
     Company Common Stock and of withdrawals of such notice and any other
     instruments provided pursuant to applicable law (any shareholder duly
     making such demand being hereinafter called a "Dissenting Shareholder"),
     and Parent shall have the right to direct all negotiations and proceedings
     with respect to any such demands. The Company shall not, except with the
     prior written consent of Parent (which consent shall not be unreasonably
     withheld), voluntarily make any payment with respect to, or settle or offer
     to settle, any such demand for payment, or waive any failure to timely
     deliver a written demand for appraisal or the taking of any other action by
     such Dissenting Shareholder as may be necessary to perfect appraisal rights
     under the DGCL. Any payments made in respect of Dissenting Shares shall be
     made by Parent.

          (c) If any Dissenting Shareholder shall effectively withdraw or lose
     (through failure to perfect or otherwise) his right to such payment at or
     prior to the Effective Time, such holder's shares of Company Common Stock
     shall be converted into a right to receive cash or Parent Common Stock in
     accordance with the applicable provisions of this Agreement. If such holder
     shall effectively withdraw or lose (through failure to perfect or
     otherwise) his right to such payment after the Effective Time, each share
     of Company Common Stock of such holder shall be converted on a share by
     share basis into either the right to receive the Cash Consideration or
     Stock Consideration as Parent shall determine in its sole discretion.

          (d) All of the shares of Company Common Stock converted into the right
     to receive the Merger Consideration pursuant to this Article I shall no
     longer be outstanding and shall automatically be cancelled and shall cease
     to exist as of the Effective Time, and each certificate previously
     representing any such shares of Company Common Stock (each, a "Company
     Stock Certificate") shall thereafter represent only the right to receive
     (i) a certificate (each, a "Parent Stock Certificate") representing the
     number of whole shares of Parent Common Stock, (ii) the aggregate Cash
     Consideration and (iii) cash in lieu of fractional shares, into which the
     shares of Company Common Stock represented by such Company Stock
     Certificate have been converted pursuant to this Section 1.4 and Section
     2.3(f). Certificates previously representing shares of Company Common Stock
     shall be exchanged for certificates representing whole shares of Parent
     Common Stock, the aggregate Cash Consideration deliverable in respect of
     the shares of Company Common Stock represented thereby and cash in lieu of
     fractional shares issued in consideration therefor upon the surrender of
     such Company Stock Certificates in accordance with Article II, without any
     interest thereon.

          (e) If, between the date of this Agreement and the Effective Time, the
     outstanding shares of Parent Common Stock shall have been increased,
     decreased, changed into or exchanged for a different number or kind of
     shares or securities as a result of a reorganization, recapitalization,
     reclassification, stock dividend,


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     stock split, reverse stock split, or other similar change in
     capitalization, the Exchange Ratio shall be adjusted accordingly to provide
     to the holders of Company Common Stock the same economic effect as
     contemplated by this Agreement prior to such event.

          (f) Notwithstanding anything in this Agreement to the contrary, at the
     Effective Time, all shares of Company Common Stock that are held directly
     or indirectly by the Company (as treasury shares or otherwise) or Parent
     shall be cancelled and shall cease to exist and no Merger Consideration
     shall be delivered in exchange therefor.

     1.5. Merger Sub Capital Stock. At the Effective Time each share of common
stock, par value $0.01 per share of Merger Sub, issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding and
shall not be affected by the Merger.

     1.6. Proration.

          (a) Notwithstanding any other provision contained in this Agreement,
     the total number of shares of Company Common Stock to be converted into
     Cash Consideration pursuant to Section 1.4 shall be no greater than the
     quotient (the "Cash Conversion Number") obtained by dividing (x) $100
     million, by (y) the Per Share Amount.

          (b) Within five business days after the Effective Time, Parent shall
     cause the Exchange Agent (as defined below) to effect the allocation among
     holders of Cash Election Shares and Non-Election Shares of rights to
     receive the Cash Consideration as follows:

               (i) Cash Election Number More Than Cash Conversion Number. If the
          aggregate number of shares of Company Common Stock with respect to
          which Cash Elections shall have been made (the "Cash Election Number")
          exceeds the Cash Conversion Number, then all Non-Election Shares shall
          be converted into the right to receive the Stock Consideration, and
          each holder of Cash Election Shares shall have the right to receive
          the Cash Consideration in respect of that number of such holder's Cash
          Election Shares equal to the product obtained by multiplying (x) the
          number of Cash Election Shares held by such holder by (y) a fraction,
          the numerator of which is the Cash Conversion Number and the
          denominator of which is the Cash Election Number, with all of such
          holder's remaining Cash Election Shares being converted into the right
          to receive the Stock Consideration (subject to Section 2.3(f) hereof);
          and

               (ii) Cash Election Number Less Than Cash Conversion Number. If
          the Cash Election Number is less than the Cash Conversion Number (the
          amount by which the Cash Conversion Number exceeds the Cash Election
          Number being referred to herein as the



                                       4



          "Shortfall Number"), then all Cash Election Shares shall be converted
          into the right to receive the Cash Consideration, and the Non-Election
          Shares shall be treated in the following manner:

                    (A) If the Shortfall Number is less than the number of
               Non-Election Shares, then each holder of Non-Election Shares
               shall have the right to receive the Cash Consideration in respect
               of that number of such holder's Non-Election Shares equal to the
               product obtained by multiplying (x) the number of Non-Election
               Shares held by such holder by (y) a fraction, the numerator of
               which is the Shortfall Number and the denominator of which is the
               total number of Non-Election Shares, with all of such holder's
               remaining Non-Election Shares being converted into the right to
               receive the Stock Consideration (subject to Section 2.3(f)
               hereof); or

                    (B) If the Shortfall Number equals or exceeds the number of
               Non-Election Shares, then all Non-Election Shares shall be
               converted into the right to receive the Cash Consideration.

     For purposes of making the allocations required pursuant to this Section
1.6(b), any Dissenting Share shall be deemed to be a Cash Election Share and
shall be included in the Cash Election Number (provided that the actual
consideration to be received by holders of Dissenting Shares shall be determined
as set forth in Section 1.4(b) and (c) above).

     1.7. Stock Options. Immediately prior to the Effective Time, the Company
shall take all actions necessary (including but not limited to obtaining any
necessary consents) so that each option (a "Company Option") granted by the
Company pursuant to any option plan, agreement or commitment maintained by the
Company (other than the Company's 2001 Employee Stock Purchase Plan)
(collectively the "Company Option Plans") to purchase shares of Company Common
Stock which is outstanding and unexercised shall become fully vested and
exercisable (whether or not currently exercisable) and at the Effective Time
shall be cancelled and all rights thereunder shall be extinguished. The Company
shall make payment immediately prior to the Effective Time to each holder of
such Company Option of an amount determined by multiplying (x) the number of
shares of Company Common Stock underlying such Company Option by (y) the amount
by which the Per Share Amount exceeds the exercise price per share of such
Company Option.

     1.8. Assumption of Warrants. At the Effective Time, Parent shall assume and
cause to be performed all obligations of the Company under the Company Warrants
(as defined in Section 3.3(a)). Each Company Warrant so assumed by Parent under
this Agreement will continue to have, and be subject to, the same terms and


                                       5


conditions set forth in the applicable warrant agreement immediately prior to
the Effective Time, except that each outstanding Company Warrant will be
exercisable (or will become exercisable in accordance with its terms), for
shares of Parent Common Stock and cash in the same proportion that the holders
of Company Common Stock receive in the aggregate in the Merger as measured as of
the Effective Time. Parent shall use reasonable efforts to cause to become
effective at the Effective Time a shelf registration statement on Form S-3 under
the Securities Act covering the resale of the ChaseMellon Warrants and Parent
Common Stock issuable upon exercise of the ChaseMellon Warrants and the Bankers
Trust Warrants and shall maintain the effectiveness thereof until the
registration requirements set forth in (A) the Warrant Registration Rights
Agreement dated July 12, 2000, by and among iPCS, Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and TD Securities (USA) Inc., and (B) the
Bankers Trust Warrant Agreement expire. At the Effective Time Parent shall also
assume all obligations under Section 4(b) of the Sprint Warrant.

     1.9. Restricted Unit Awards. Immediately prior to the Effective Time, the
Company shall take all actions necessary (including but not limited to obtaining
any necessary consents) so that each restricted stock unit (a "Restricted Stock
Unit") granted by the Company pursuant to a Company Plan which is outstanding
shall be cancelled and all rights thereunder shall be extinguished. The Company
shall pay to each holder of Restricted Stock Units an amount in cash equal to
the product of (i) the Per Share Amount multiplied by (ii) the number of
Restricted Stock Units held by such holder immediately prior to such
cancellation.

     1.10. Alternative Transaction Structures. The parties agree that Parent may
change the method of effecting the business combination with the Company, and
the Company shall cooperate in such efforts, including by entering into an
appropriate amendment to this Agreement (to the extent such amendment only
changes the method of effecting the business combination and does not
substantively affect the rights and obligations of the parties or their
respective stockholders hereunder); provided, however, that no actions taken
pursuant to this Section 1.10 shall (i) alter or change the kind or amount of
consideration to be issued to holders of the Company Common Stock or the
treatment of the Company Options as provided for in this Agreement, (ii)
adversely affect the tax consequences of the transaction to the holders of the
Company Common Stock, (iii) materially delay receipt of any required regulatory
approval, or (iv) otherwise cause any closing condition not to be capable of
being fulfilled (unless duly waived by the party entitled to the benefits
thereof).

     1.11. Certificate of Incorporation. Subject to the terms and conditions of
this Agreement, at the Effective Time the Certificate of Incorporation of Merger
Sub shall be the Certificate of Incorporation of the Surviving Corporation until
thereafter amended in accordance with applicable law.

     1.12. Bylaws. Subject to the terms and conditions of this Agreement, at the
Effective Time the Bylaws of Merger Sub shall be the Bylaws of the Surviving
Corporation until thereafter amended in accordance with applicable law.


                                       6




     1.13. Tax Consequences. It is intended that the Merger shall constitute a
"reorganization" within the meaning of Section 368(a) of the Code, and that this
Agreement shall constitute a "plan of reorganization" for the purposes of the
Code.

     1.14. Directors. At and immediately after the Effective Time, the directors
of the Surviving Corporation shall consist of the directors of Merger Sub in
office immediately prior to the Effective Time, until their respective
successors are duly elected or appointed and qualified.

     1.15. Officers. At and immediately after the Effective Time, the officers
of the Surviving Corporation shall consist of the officers of Merger Sub in
office immediately prior to the Effective Time.

                                   ARTICLE II
                        DELIVERY OF MERGER CONSIDERATION

     2.1. Election Procedures. Each holder of record of shares of Company Common
Stock ("Holder") as of the record date for the Company Stockholders Meeting
shall have the right, subject to the limitations set forth in this Article II,
to submit an election in accordance with the following procedures:

          (a) Each Holder may specify in a request made in accordance with the
     provisions of this Section 2.1 (herein called an "Election") (x) the number
     of shares of Company Common Stock owned by such Holder with respect to
     which such Holder desires to make a Stock Election and (y) the number of
     shares of Company Common Stock owned by such Holder with respect to which
     such Holder desires to make a Cash Election.

          (b) Parent shall prepare a form reasonably acceptable to the Company
     (the "Form of Election") which shall be mailed to the Company's
     shareholders entitled to vote at the Company Stockholders Meeting (as
     hereinafter defined) so as to permit Company's shareholders to exercise
     their right to make an Election prior to the Election Deadline.

          (c) Parent shall make the Form of Election initially available at the
     time that the Joint Proxy Statement/Prospectus (as defined herein) is made
     available to the shareholders of Company, to such shareholders, and shall
     use all reasonable efforts to make available as promptly as possible a Form
     of Election to any shareholder of the Company who requests such Form of
     Election following the initial mailing of the Forms of Election and prior
     to the Election Deadline. In no event shall the Form of Election first be
     made available less than twenty (20) days prior to the Election Deadline.

          (d) Any Election shall have been made properly only if the Person
     authorized to receive Elections and to act as exchange agent under this
     Agreement, which Person shall be a bank or trust company designated by
     Parent and reasonably acceptable to the Company (the "Exchange Agent"),
     pursuant to an agreement (the "Exchange Agent Agreement") entered into
     prior to the mailing of the Form of Election to Company shareholders and
     reasonably acceptable to the Company, shall have


                                       7




     received, by 5:00 p.m. local time in the city in which the principal office
     of such Exchange Agent is located, on the date of the Election Deadline, a
     Form of Election properly completed and signed and accompanied by Company
     Stock Certificates to which such Form of Election relates or by an
     appropriate customary guarantee of delivery of such certificates, as set
     forth in such Form of Election, from a member of any registered national
     securities exchange or a commercial bank or trust company in the United
     States; provided, that such certificates are in fact delivered to the
     Exchange Agent by the time required in such guarantee of delivery. Failure
     to deliver shares of Company Common Stock covered by such a guarantee of
     delivery within the time set forth on such guarantee shall be deemed to
     invalidate any otherwise properly made Election, unless otherwise
     determined by Parent, in its sole discretion. As used herein, "Election
     Deadline" means 5:00 p.m. on the date that is the day prior to the date of
     the Company Stockholders Meeting. Company and Parent shall cooperate to
     issue a press release reasonably satisfactory to each of them announcing
     the date of the Election Deadline not more than fifteen (15) business days
     before, and at least five (5) business days prior to, the Election
     Deadline.

          (e) Any Company shareholder may, at any time prior to the Election
     Deadline, change or revoke his or her Election by written notice received
     by the Exchange Agent prior to the Election Deadline accompanied by a
     properly completed and signed revised Form of Election. Subject to the
     terms of the Exchange Agent Agreement, if Parent shall determine in its
     reasonable discretion that any Election is not properly made with respect
     to any shares of Company Common Stock, such Election shall be deemed to be
     not in effect, and the shares of Company Common Stock covered by such
     Election shall, for purposes hereof, be deemed to be Non-Election Shares,
     unless a proper Election is thereafter timely made.

          (f) Any Company shareholder may, at any time prior to the Election
     Deadline, revoke his or her Election by written notice received by the
     Exchange Agent prior to the Election Deadline or by withdrawal prior to the
     Election Deadline of his or her Company Stock Certificate, or of the
     guarantee of delivery of such certificates, previously deposited with the
     Exchange Agent. All Elections shall be revoked automatically if the
     Exchange Agent is notified in writing by Parent or Company that this
     Agreement has been terminated in accordance with Article VIII.

          (g) Subject to the terms of the Exchange Agent Agreement, Parent, in
     the exercise of its reasonable discretion, shall have the right to make all
     determinations, not inconsistent with the terms of this Agreement,
     governing (A) the validity of the Forms of Election and compliance by any
     Company shareholder with the Election procedures set forth herein, (B) the
     manner and extent to which Elections are to be taken into account in making
     the determinations prescribed by Sections 1.4 and 1.6, (C) the issuance and
     delivery of Parent Stock Certificates into which shares of Company Common
     Stock are converted in the Merger and (D) the method of payment of cash for
     shares of Company Common Stock converted into the right to receive the Cash
     Consideration and cash in lieu of fractional shares of Parent Common Stock
     where the holder of the applicable Company Stock Certificate has no right
     to receive whole shares of Parent Common Stock.

                                       8


     2.2. Deposit of Merger Consideration. At or prior to the Effective Time,
Parent will deposit with the Exchange Agent (i) certificates representing the
number of shares of Parent Common Stock sufficient to deliver in a timely
manner, and Parent shall instruct the Exchange Agent to timely deliver, the
aggregate Stock Consideration, and (ii) immediately available funds equal to the
aggregate Cash Consideration and Parent shall instruct the Exchange Agent to
timely pay the Cash Consideration, and cash in lieu of fractional shares of
Parent Common Stock where the holder of the applicable Company Stock Certificate
has no right to receive whole shares of Parent Common Stock.

     2.3. Delivery of Merger Consideration.

          (a) As soon as reasonably practicable, but no later than seven
     business days after the Effective Time, the Exchange Agent shall mail to
     each holder of record of a Company Stock Certificate(s) which immediately
     prior to the Effective Time represented outstanding shares of Company
     Common Stock whose shares were converted into the right to receive the
     Merger Consideration pursuant to Section 1.4 and any cash in lieu of
     fractional shares of Parent Common Stock to be issued or paid in
     consideration therefor who did not complete an Election Form, (i) a letter
     of transmittal (which shall specify that delivery shall be effected, and
     risk of loss and title to Company Stock Certificate(s) shall pass, only
     upon delivery of Company Stock Certificate(s) (or affidavits of loss in
     lieu of such certificates)) (the "Letter of Transmittal") to the Exchange
     Agent and shall be substantially in such form and have such other
     provisions as shall be prescribed by the Exchange Agent Agreement and (ii)
     instructions for use in surrendering Company Stock Certificate(s) in
     exchange for the Merger Consideration and any cash in lieu of fractional
     shares of Parent Common Stock to be issued or paid in consideration
     therefor upon surrender of such certificate in accordance with Section
     2.3(f) and any dividends or distributions to which such holder is entitled
     pursuant to Section 2.3(c).

          (b) Upon surrender to the Exchange Agent of its Company Stock
     Certificate or Certificates, accompanied by a properly completed Form of
     Election or a properly completed Letter of Transmittal, a holder of Company
     Common Stock will be entitled to receive promptly after the Effective Time
     the Merger Consideration (elected or deemed elected by it, subject to
     Sections 1.4 and 1.6) in respect of the shares of Company Common Stock
     represented by its Company Stock Certificate or Certificates. Until so
     surrendered, each such Company Stock Certificate shall represent after the
     Effective Time, for all purposes, only the right to receive the Merger
     Consideration and any cash in lieu of fractional shares of Parent Common
     Stock to be issued or paid in consideration therefor upon surrender of such
     certificate in accordance with, and any dividends or distributions to which
     such holder is entitled pursuant to, this Article II.

          (c) No dividends or other distributions with respect to Parent Common
     Stock with a record date after the Effective Time shall be paid to the
     holder of any unsurrendered Company Stock Certificate with respect to the
     shares of Parent Common Stock represented thereby, and no cash payment in
     lieu of fractional


                                       9



     shares shall be paid to any such holder pursuant to subsection (f) below,
     and all such dividends, other distributions and cash in lieu of fractional
     shares of Parent Common Stock shall be paid by Parent to the Exchange Agent
     and shall be included in the Exchange Fund, in each case until the
     surrender of such Company Stock Certificate in accordance with this Article
     II. Subject to the effect of applicable abandoned property, escheat or
     similar laws, following surrender of any such Company Stock Certificate
     there shall be paid to the Holder of a Parent Stock Certificate
     representing whole shares of Parent Common Stock issued in exchange
     therefor, without interest, (i) at the time of such surrender, the amount
     of dividends or other distributions with a record date after the Effective
     Time theretofore paid with respect to such whole shares of Parent Common
     Stock and the amount of any cash payable in lieu of a fractional share of
     Parent Common Stock to which such Holder is entitled pursuant to subsection
     (f), and (ii) at the appropriate payment date, the amount of dividends or
     other distributions with a record date after the Effective Time but prior
     to such surrender and with a payment date subsequent to such surrender
     payable with respect to such whole shares of Parent Common Stock. Parent
     shall make available to the Exchange Agent cash for these purposes, if
     necessary.

          (d) If any portion of the Merger Consideration is to be paid to a
     Person other than the Person in whose name a Company Stock Certificate so
     surrendered is registered, it shall be a condition to such payment that
     such Company Stock Certificate shall be properly endorsed or otherwise be
     in proper form for transfer and the Person requesting such payment shall
     pay to the Exchange Agent any transfer or other similar Taxes (as defined
     herein) required as a result of such payment to a Person other than the
     registered holder of such Company Stock Certificate, or establish to the
     reasonable satisfaction of the Exchange Agent that such Tax has been paid
     or is not payable. The Exchange Agent (or, subsequent to the first
     anniversary of the Effective Time, Parent) shall be entitled to deduct and
     withhold from the Merger Consideration (including cash in lieu of
     fractional shares of Parent Common Stock) otherwise payable pursuant to
     this Agreement to any holder of Company Common Stock such amounts as the
     Exchange Agent or Parent, as the case may be, is required to deduct and
     withhold under the Code, or any provision of state, local or foreign Tax
     law, with respect to the making of such payment. To the extent the amounts
     are so withheld by the Exchange Agent or Parent, as the case may be, such
     withheld amounts shall be treated for all purposes of this Agreement as
     having been paid to the holder of shares of Company Common Stock in respect
     of whom such deduction and withholding was made by the Exchange Agent or
     Parent, as the case may be.

          (e) After the Effective Time there shall be no further registration or
     transfers of shares of Company Common Stock. If after the Effective Time,
     Company Stock Certificates are presented to the Surviving Corporation, they
     shall be cancelled and exchanged for the Merger Consideration in accordance
     with the procedures set forth in this Article II.

          (f) No Parent Stock Certificates representing fractional shares of
     Parent Common Stock shall be issued upon the surrender for exchange of
     Company Stock Certificates; no dividend or distribution by Parent shall
     relate to such fractional share interests; and such fractional share
     interests will not entitle the owner thereof to


                                       10



     vote or to any rights as a shareholder of Parent. In lieu of any such
     fractional shares, each Holder of a Company Stock Certificate who would
     otherwise have been entitled to receive a fractional share interest in
     exchange for such Company Stock Certificate shall receive from the Exchange
     Agent an amount in cash equal to the product obtained by multiplying (A)
     the fractional share interest to which such Holder (after taking into
     account all shares of Company Common Stock held by such holder at the
     Effective Time) would otherwise be entitled by (B) the Parent Closing
     Price. Notwithstanding any other provision contained in this Agreement,
     funds utilized to acquire fractional shares as aforesaid shall be furnished
     by Parent on a timely basis and shall in no event be derived from or
     diminish the Cash Consideration available for distribution as part of the
     Merger Consideration.

          (g) At any time following the first anniversary of the Effective Time,
     Parent shall be entitled to require the Exchange Agent to deliver to it any
     remaining portion of the Merger Consideration not distributed to holders of
     Company Stock Certificates that was deposited with the Exchange Agent at
     the Effective Time (the "Exchange Fund") (including any interest received
     with respect thereto and other income resulting from investments by the
     Exchange Agent, as directed by Parent), and holders shall be entitled to
     look only to Parent (subject to abandoned property, escheat or other
     similar laws) with respect to the Merger Consideration, any cash in lieu of
     fractional shares of Parent Common Stock and any dividends or other
     distributions with respect to Parent Common Stock payable upon due
     surrender of their Company Stock Certificates, without any interest
     thereon. Notwithstanding the foregoing, neither Parent nor the Exchange
     Agent shall be liable to any holder of a Company Stock Certificate for
     Merger Consideration (or dividends or distributions with respect thereto)
     or cash from the Exchange Fund in each case delivered to a public official
     pursuant to any applicable abandoned property, escheat or similar law.

          (h) In the event any Company Stock Certificates shall have been lost,
     stolen or destroyed, upon the making of an affidavit of that fact by the
     Person claiming such Company Stock Certificate(s) to be lost, stolen or
     destroyed and, if required by Parent or the Exchange Agent, the posting by
     such Person of a bond in such sum as Parent may reasonably direct as
     indemnity against any claim that may be made against it or the Surviving
     Corporation with respect to such Company Stock Certificate(s), the Exchange
     Agent will issue the Merger Consideration deliverable in respect of the
     shares of Company Common Stock represented by such lost, stolen or
     destroyed Company Stock Certificates.

                                  ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF THE
                                     COMPANY

     3.1. Company Disclosure Schedule. Prior to the execution and delivery of
this Agreement, the Company has delivered to Parent a schedule (the "Company
Disclosure Schedule") setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure
requirement contained in a provision hereof or as an exception to one or more of
the Company's representations or warranties contained in this Article III, or to
one or more of the Company's


                                       11



covenants contained in Section 5.1; provided, however, that notwithstanding
anything in this Agreement to the contrary the mere inclusion of an item in the
Company Disclosure Schedule as an exception to a representation or warranty
shall not be deemed an admission by a party that such item represents a material
exception or material fact, event or circumstance or that such item has had or
is reasonably likely to have a Material Adverse Effect (as defined herein) with
respect to the Company. Each disclosure set forth in the Company Disclosure
Schedule is identified by reference to, or has been grouped under a heading
referring to a specific individual section of this Agreement.

     Except as set forth in the Company Disclosure Schedule, the Company hereby
represents and warrants to Parent and Merger Sub as set forth in Sections 3.2
through 3.30:

     3.2. Corporate Organization.

          (a) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware. The Corrected
     Amended and Restated Certificate of Incorporation and Amended and Restated
     Bylaws of the Company, copies of which have previously been made available
     to Parent, are true, complete and correct copies of such documents as in
     effect as of the date of this Agreement.

          (b) The Company (i) has all requisite corporate power and authority to
     own or lease all of its properties and assets and to carry on its business
     as it is now being conducted, and (ii) is duly licensed or qualified to do
     business and in good standing in each jurisdiction in which the nature of
     the business conducted by it or the character or location of the properties
     and assets owned or leased by it makes such licensing or qualification
     necessary, except where the failure to be so licensed, qualified or in good
     standing, individually or in the aggregate, has not had and would not
     reasonably be expected to have a Material Adverse Effect on the Company.

          (c) As used in this Agreement, the term "Material Adverse Effect"
     means, with respect to any party, a material adverse effect on (i) the
     business, assets, liabilities, cash flows, results of operations or
     financial condition of such party and its Subsidiaries taken as a whole;
     provided, however, that "Material Adverse Effect" shall not be deemed to
     include the impact of (A) actions and omissions of such party or any of its
     Subsidiaries taken with the prior written informed consent of the other
     party in contemplation of the transactions contemplated hereby; (B)
     conditions or effects resulting from the announcement of the existence of
     this Agreement and the direct effects of compliance with Sections 5.1 or
     5.2 of this Agreement on the operating performance of such party, including
     expenses incurred in consummating the transactions contemplated hereby; (C)
     changes in program requirements implemented by Sprint PCS (as defined
     below) which are generally applicable to entities whose sole or predominant
     business is operating a personal communications service business pursuant
     to arrangements with Sprint PCS and/or its Affiliates, similar to the
     Parent Sprint Agreements (as defined below); (D) changes resulting from
     actions required by the Settlement and Mutual



                                       12



     Release dated September 10, 2004 by an among Spring Spectrum L.P., Sprint
     Communications Company L.P., WirelessCo, L.P., the Company and certain of
     the Company's Affiliates; (E) changes resulting from the requirements of
     Addendum VII to the Company's Sprint PCS Management Agreement and Sprint
     PCS Services Agreement; (F) any actions required to be taken by Parent, the
     Company or any of their respective Affiliates pursuant to Section 3.9 of
     each Company Indenture (as defined below); (G) changes in laws of general
     applicability or interpretations thereof by courts or governmental
     authorities or changes in GAAP, except to the extent any such change
     adversely affects the referenced party to a materially greater degree than
     other companies engaged in the same industry or business are affected
     generally; or (H) changes in national or international political or social
     conditions including the engagement by the United States in hostilities,
     whether or not pursuant to the declaration of a national emergency or war,
     or the occurrence of any military or terrorist attack upon or within the
     United States, or any of its territories, possessions or diplomatic or
     consular offices or upon any military installation, equipment or personnel
     of the United States; or (ii) the ability of such party and its
     Subsidiaries to consummate the transactions contemplated hereby or to
     perform its obligations hereunder; provided that in no event shall a change
     in the stock price or trading volume of a party, by itself, constitute a
     Material Adverse Effect on such party. For purposes of this Agreement, the
     word "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
     under the Exchange Act.

          (d) Each of the Company's Subsidiaries is duly organized, validly
     existing and in good standing under the laws of its jurisdiction of
     incorporation or organization. Each of the Company's Subsidiaries has the
     requisite corporate or other power and authority to own or lease all of its
     properties and assets and to carry on its business as it is now being
     conducted, and is duly licensed or qualified to do business and in good
     standing in each jurisdiction in which the nature of the business conducted
     by it or the character or the location of the properties and assets owned
     or leased by it makes such licensing or qualification necessary, except
     where the failure to be so licensed qualified, or in good standing,
     individually or in the aggregate, has not had and would not reasonably be
     expected to have a Material Adverse Effect on the Company. The articles of
     incorporation, bylaws and similar governing documents of each Subsidiary of
     the Company, copies of which have previously been made available to Parent,
     are true, complete and correct copies of such documents as in effect as of
     the date of this Agreement. As used in this Agreement, (i) the word
     "Subsidiary" when used with respect to any Person means any corporation,
     partnership or other organization, whether incorporated or unincorporated,
     which is consolidated with such party for financial reporting purposes and
     (ii) the word "Person" means a natural person, partnership, corporation,
     limited liability company, business trust, joint stock company, trust,
     unincorporated association, joint venture, Governmental Entity or other
     entity or organization.

          (e) Each of the Company and its Subsidiaries is qualified, authorized,
     registered and licensed to do business as a foreign corporation in the
     jurisdictions identified in Section 3.2(d) of the Company Disclosure
     Schedule. Each of the Company and its Subsidiaries are in good standing as
     a foreign corporation in each of the jurisdictions identified in Section
     3.2(d) of the Company Disclosure Schedule.

                                       13



          (f) The minute books of the Company and each of its Subsidiaries
     contain true, complete and accurate records of all meetings and other
     corporate actions held or taken since December 31, 2002 of their respective
     stockholders and Boards of Directors (including committees of their
     respective Boards of Directors).

          (g) Neither the Company nor any of its Subsidiaries is in violation of
     any provision of its respective certificate of incorporation, bylaws or
     similar governing document.

     3.3. Capitalization.

          (a) The authorized capital stock of the Company consists of 30,000,000
     shares of Company Common Stock and 1,000,000 shares of preferred stock, par
     value $.01 per share (the "Company Preferred Stock"). As of the date of
     this Agreement, there are (i) 11,768,258 shares of Company Common Stock
     issued and outstanding, (ii) 104,756 Restricted Stock Units, each of which
     represents the right to receive one share of Company Common Stock, (iii) no
     shares of Company Preferred Stock outstanding or reserved for issuance,
     (iv) no shares of Company Common Stock reserved for issuance upon exercise
     of outstanding stock options or otherwise, except for (A) 462,381 shares of
     Company Common Stock reserved for issuance pursuant to Company Options
     granted pursuant to the Company Option Plans and described in Section
     3.3(a) of the Company Disclosure Schedule, (B) 95,070 shares of Company
     Common Stock reserved for issuance pursuant to the warrants issued pursuant
     to the Warrant Agreement, dated as of July 12, 2000, between iPCS, Inc. and
     ChaseMellon Shareholder Services, L.L.C, as warrant agent (the "ChaseMellon
     Warrants"), which warrants are exercisable at a price of $172.55 per share
     of Company Common Stock, (C) 36,717 shares of Company Common Stock reserved
     for issuance pursuant to the warrant, dated July 12, 2000 (the "Sprint
     Warrant Agreement"), issued by iPCS, Inc. to Sprint Spectrum L.P. (the
     "Sprint Warrant"), which warrant is exercisable at a price of $155.30 per
     share of Company Common Stock, and (D) 3,708 shares of Company Common Stock
     reserved for issuance pursuant to the warrants issued pursuant to the
     Warrant Agreement, dated as of September 30, 1999 (the "Bankers Trust
     Warrant Agreement"), between the Company and Bankers Trust Company, as
     warrant agent (the "Bankers Trust Warrants, " and, together with the
     ChaseMellon Warrants and the Sprint Warrant, the "Company Warrants"), which
     warrants are exercisable at a price of $0.05 per share of Company Common
     Stock, and (v) no shares of Company Common Stock held by the Company in its
     treasury or by the Company's Subsidiaries. All of the issued and
     outstanding shares of Company Common Stock have been duly authorized and
     validly issued and are fully paid, nonassessable and free of preemptive
     rights, with no personal liability attaching to the ownership thereof.
     Except as referred to above or reflected in Section 3.3(a) of the Company
     Disclosure Schedule, the Company does not have and is not bound by any
     outstanding subscriptions, options, warrants, calls, commitments or
     agreements of any character calling for the purchase or issuance of any
     shares of Company Common Stock or any other equity security or Voting Debt
     (as defined below) of the Company or any securities representing the right
     to purchase or otherwise receive any shares of Company Common Stock or any
     other equity security or Voting Debt of the Company (including any rights
     plan or agreement). The names of the optionee of each Company Option, the


                                       14



     date of grant of each Company Option, the number of shares subject to each
     such Company Option, the expiration date of each such Company Option, and
     the price at which each such Company Option may be exercised under the
     Company Option Plans are set forth in Section 3.3(a) of the Company
     Disclosure Schedule.

          (b) Section 3.3(b) of the Company Disclosure Schedule sets forth a
     true and correct list of all of the Subsidiaries of the Company. Except as
     set forth in Section 3.3(b) of the Company Disclosure Schedule, the Company
     owns, directly or indirectly, all of the issued and outstanding shares of
     the capital stock (or all of the other equity ownership interests) of each
     of its Subsidiaries, free and clear of all liens, charges, encumbrances and
     security interests of any kind or nature whatsoever (collectively,
     "Liens"), and all of such shares (or other equity or ownership interests)
     are duly authorized and validly issued and are fully paid, nonassessable
     and free of preemptive rights, with no personal liability attaching to the
     ownership thereof. No Subsidiary of the Company has or is bound by any
     outstanding subscriptions, options, warrants, calls, commitments or
     agreements of any character calling for the purchase or issuance of any
     shares of capital stock or any other equity security or Voting Debt of such
     Subsidiary or any securities representing the right to purchase or
     otherwise receive any shares of capital stock or any other equity security
     or Voting Debt of such Subsidiary. Except as described in Section 3.3(b) of
     the Company Disclosure Schedule, neither the Company nor any of its
     Subsidiaries owns, directly or indirectly, any interest, or has made any
     investment in, any partnership, joint venture, corporation, trust or other
     entity.

          (c) Assuming compliance by Parent with Section 1.4 hereof, at the
     Effective Time, there will not be any outstanding subscriptions, options,
     warrants, calls, commitments or agreements of any character by which the
     Company or any of its Subsidiaries will be bound calling for the purchase
     or issuance of any shares of the capital stock or any other equity security
     or Voting Debt of the Company or any of its Subsidiaries (other than the
     Company Warrants).

          (d) No bonds, debentures, notes or other indebtedness of the Company
     or any of its Subsidiaries having the right to vote on any matters on which
     stockholders may vote ("Voting Debt") are issued or outstanding.

     3.4. Authority; No Violation.

          (a) The Company has full corporate power and authority to execute and
     deliver this Agreement and to consummate the transactions contemplated
     hereby. The execution and delivery of this Agreement and the consummation
     of the Merger and the other transactions contemplated hereby have been duly
     and validly approved by the Board of Directors of the Company, and no other
     corporate proceedings on the part of the Company or its stockholders are
     necessary to approve this Agreement, and to consummate the Merger and the
     other transactions contemplated hereby (other than, with respect to the
     Merger, obtaining the approval of this Agreement by the affirmative vote of
     the holders of a majority of the outstanding shares of Company Common Stock
     in accordance with the DGCL, the Corrected Amended and Restated Certificate
     of Incorporation of the Company and the Amended and Restated Bylaws of

                                       15




     the Company (the "Company Stockholder Approval")). This Agreement has been
     duly and validly executed and delivered by the Company, and (assuming due
     authorization, execution and delivery by Parent and Merger Sub) this
     Agreement constitutes a valid and binding obligation of the Company,
     enforceable against the Company in accordance with its terms, except as
     enforcement may be limited by general principles of equity whether applied
     in a court of law or a court of equity and by bankruptcy, insolvency and
     similar laws affecting creditors' rights and remedies generally.

          (b) Except as set forth in Section 3.4(b) of the Company Disclosure
     Schedule, neither the execution and delivery of this Agreement by the
     Company, nor the consummation by the Company of the Merger or any of the
     other transactions contemplated hereby, nor compliance by the Company with
     any of the terms or provisions hereof, will (i) violate any provision of
     the Corrected Amended and Restated Certificate of Incorporation or Amended
     and Restated Bylaws of the Company or the certificate of incorporation,
     Bylaws or similar governing documents of any of its Subsidiaries, or (ii)
     assuming that the consents and approvals referred to in Section 3.5 hereof
     are duly obtained, (x) violate any statute, code, ordinance, rule,
     regulation, judgment, order, writ, decree or injunction applicable to the
     Company or any of its Subsidiaries, or any of their respective properties
     or assets, or (y) violate, conflict with, result in a breach of any
     provision of or the loss of any benefit under, constitute a default (or an
     event which, with or without notice or lapse of time, or both, would
     constitute a default) under, result in the termination of or a right of
     termination or cancellation under, accelerate the performance required by,
     or result in the creation of any Lien upon any of the respective properties
     or assets of the Company or any of its Subsidiaries under, any of the
     terms, conditions or provisions of any loan, guarantee of indebtedness,
     note, bond, mortgage, indenture, deed of trust, license, permit,
     concession, franchise, lease, contract, agreement or other instrument or
     obligation to which the Company or any of its Subsidiaries is a party, or
     by which they or any of their respective properties or assets may be bound
     or affected, except in the case of clauses (x) and (y), for such
     violations, conflicts, breaches, losses, defaults, terminations,
     cancellations, accelerations or Liens that, individually or in the
     aggregate, would not reasonably be expected to have a Material Adverse
     Effect on the Company.

     3.5. Consents and Approvals. Except for (a) the filing of a notification
under the HSR Act (as defined in Section 6.1(b)), (b) the Company Stockholder
Approval, (c) the filing with the Securities and Exchange Commission (the "SEC")
of (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1(a)
hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be
required in connection with this Agreement and the transactions contemplated
hereby and the obtaining from the SEC of such orders as may be required in
connection therewith, (d) the consent of Sprint Communications Company, L.P.,
Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") required
pursuant to the terms of the Company Sprint Agreements (as defined herein), (e)
such filings, authorizations or approvals as may be set forth in Section 3.5 of
the Company Disclosure Schedule, (f) the filing of the Certificate of Merger
with the Delaware Secretary under the DGCL, and (g) such consents, approvals,
filings or registrations, the failure of which to be made or obtained,

                                       16



individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on the Company, no consents or approvals of, or filings
or registrations with, any court, agency or commission or other governmental
authority or instrumentality (each a "Governmental Entity") or with any third
party are required to be made or obtained by the Company or any of its
Subsidiaries in connection with the execution and delivery by the Company of
this Agreement or the consummation by the Company of the Merger and the other
transactions contemplated hereby.

     3.6. Reports. The Company has previously made available to Parent a true,
correct and complete copy of each (a) final registration statement, prospectus,
report, schedule and definitive proxy statement filed since December 31, 2002 by
the Company with the SEC pursuant to the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act (collectively, the "Company Reports"), (b)
written communication between the Company and the SEC since December 31, 2002,
and (c) communication mailed by the Company to its stockholders since December
31, 2002, and no such registration statement, prospectus, report, schedule,
proxy statement or communication as of its date of filing contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances in which they were made, not misleading. Other than as set
forth in Section 3.6 of the Company Disclosure Schedule, the Company has timely
filed all Company Reports and other documents required to be filed by it under
the Securities Act and the Exchange Act, and, as of their respective dates, all
Company Reports complied in all material respects with the published rules and
regulations of the SEC with respect thereto, including rules and regulations
relating to the filing of exhibits thereto. No executive officer of the Company
has failed in any respect to make the certifications required of him or her
under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 and no enforcement
action has been initiated against the Company by the SEC relating to disclosures
contained in any Company Report.

     3.7. Financial Statements. The Company has previously made available to
Parent copies of (a) the consolidated balance sheets of the Company and its
Subsidiaries as of September 30, 2003 and 2002, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for each of the
years in the three-year period ended September 30, 2003, as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
2003 filed with the SEC under the Exchange Act (collectively, and including the
notes thereto, the "Company Audited Financial Statements"), in each case
accompanied by the audit report of KPMG LLP ("KPMG"), independent public
accountants with respect to the Company, (b) the unaudited consolidated balance
sheet of the Company and its Subsidiaries as of September 30, 2004, and the
related unaudited consolidated statements of operations, stockholders' deficit,
and cash flows for each of the years in the three-year period ended September
30, 2004 (collectively, and including the notes thereto, the "Company 2004
Financial Statements"), as presented in the Company's draft Annual Report on
Form 10-K (the "Company Draft 10-K") for the fiscal year ended September 30,
2004 delivered by the Company prior to the date hereof to Parent, and (c) the
unaudited condensed consolidated balance sheet of the Company and its
Subsidiaries as of June 30, 2004 and the related unaudited condensed
consolidated statements of operations for the quarters

                                       17


and nine months ended June 30, 2004 and 2003, and statements of cash flows for
the nine months ended June 30, 2004 and 2003, as reported in the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the
SEC under the Exchange Act (together with the Company Audited Financial
Statements and the Company 2004 Financial Statements, the "Company Financial
Statements"). The Company Financial Statements (including the related notes,
where applicable) fairly present in all material respects, and the financial
statements to be filed by the Company with the SEC after the date of this
Agreement will fairly present in all material respects, the consolidated
financial position of the Company and its Subsidiaries as of the respective
dates thereof, and the results of their operations and their cash flows for the
fiscal periods set forth therein (subject, in the case of the unaudited
statements, to recurring audit adjustments normal in nature and amount); each of
such statements (including the related notes, where applicable) complies, and
the financial statements to be filed by the Company with the SEC after the date
of this Agreement will comply, with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto at the date
of their filing; and each of such statements (including the related notes, where
applicable) has been, and the financial statements to be filed by the Company
with the SEC after the date of this Agreement will be, prepared in accordance
with generally accepted accounting principles ("GAAP") consistently applied
during the periods involved, except as indicated in the notes thereto or, in the
case of unaudited statements, except for normal period-end adjustments that are
not material The 2004 Form 10-K (as defined in Section 7.2(d)) shall be
consistent in all material respects with the Company Draft 10-K. The books and
records of the Company and its Subsidiaries have been, and are being, maintained
in accordance with GAAP and all other applicable legal and accounting
requirements and reflect only actual transactions. KPMG has not resigned or been
dismissed as independent public accountants of the Company as a result of or in
connection with any disagreements with the Company on a matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.

     3.8. No Undisclosed Liabilities. Except (a) as disclosed in the Company
Financial Statements and the Company Draft 10-K, (b) for liabilities and
obligations incurred in the ordinary course of business and consistent with past
practice of the Company since September 30, 2003, and (c) liabilities that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on the Company, neither the Company
nor any of its Subsidiaries has any liability or obligation of any nature,
whether or not absolute, accrued, contingent or otherwise.

     3.9. Absence of Certain Changes or Events.

          (a) Except (i) as set forth in Section 3.9(a) of the Company
     Disclosure Schedule or (ii) as disclosed in any Company Report filed with
     the SEC prior to the date of this Agreement, since September 30, 2003,
     there has been no change or development or combination of changes or
     developments which, individually or in the aggregate, have had, or would
     reasonably be expected to have, a Material Adverse Effect on the Company.

                                       18



          (b) Except as set forth in Section 3.9(b) of the Company Disclosure
     Schedule or as disclosed in any Company Report filed with the SEC prior to
     the date of this Agreement, since September 30, 2003, the Company and its
     Subsidiaries have carried on their respective businesses in all material
     respects only in the ordinary and usual course of business consistent with
     their past practices.

          (c) Except as set forth in Section 3.9(c) of the Company Disclosure
     Schedule or as disclosed in any Company Report filed with the SEC prior to
     the date of this Agreement, since September 30, 2003, neither the Company
     nor any of its Subsidiaries has (i) increased the wages, salaries,
     compensation, pension, or other fringe benefits or perquisites payable to
     any officer or director from the amount thereof in effect as of September
     30, 2003 (which amounts have been previously disclosed to Parent), granted
     any severance or termination pay, entered into any contract to make or
     grant any severance or termination pay, or paid any bonus, (ii) declared,
     set aside or paid any dividend or other distribution (whether in cash,
     stock or property) with respect to any of the Company's capital stock,
     (iii) effected or authorized any issuance, split, combination or
     reclassification of any of the Company's capital stock or issued any other
     securities in respect of, in lieu of or in substitution for shares of the
     Company's capital stock, except for issuances of Company Common Stock upon
     the exercise of Company Options awarded prior to the date hereof in
     accordance with their terms, (iv) changed any accounting methods (or
     underlying assumptions), principles or practices of the Company or its
     Subsidiaries affecting its assets, liabilities or businesses, including any
     reserving, renewal or residual method, practice or policy, (v) made any Tax
     election or changed any Tax election, amended any Tax Returns or entered
     into any settlement or compromise of any income tax liability of the
     Company or its Subsidiaries or entered into any closing agreement with
     respect to Taxes, (vi) created, incurred, assumed, or suffered to exist any
     indebtedness or issued debt securities or assumed, guaranteed, endorsed or
     otherwise as an accommodation became responsible for the obligations of any
     Person; (vii) granted any equity compensation to any officer, director,
     employee or consultant of the Company or any of its Subsidiaries, or (viii)
     made any agreement or commitment (contingent or otherwise) to do any of the
     foregoing.

     3.10. Property.

          (a) Each of the Company and its Subsidiaries has good and marketable
     title, free and clear of all Liens to all of the properties and assets,
     real and personal, tangible or intangible, which are reflected on the
     audited consolidated balance sheet of the Company as of September 30, 2003
     or acquired after such date, except for (i) Liens under the Company
     Indentures, (ii) Liens for taxes not yet due and payable or contested in
     good faith by appropriate proceedings, (iii) pledges to secure deposits and
     other Liens incurred in the ordinary course of business, (iv) such
     imperfections of title, easements and encumbrances, if any, as do not
     interfere with the use of the property as such property is used on the date
     of this Agreement, (v) dispositions of and encumbrances on such properties
     or assets in the ordinary course of business consistent with past practice
     or (vi) mechanics', materialmen's, workmen's, repairmen's, warehousemen's,
     carrier's and other similar Liens and encumbrances arising in the

                                       19



     ordinary course of business (the items in clauses (i), (ii), (iii), (iv)
     and (vi) collectively, the "Company Permitted Liens").

          (b) Section 3.10(b) of the Company Disclosure Schedule sets forth an
     accurate and complete list and description of all real property owned by
     the Company or any of its Subsidiaries and all buildings and improvements
     thereon.

     3.11. Leases.

          (a) Section 3.11(a) of the Company Disclosure Schedule contains an
     accurate and complete list of each lease pursuant to which the Company or
     any of its Subsidiaries leases any real or personal property (excluding
     leases relating solely to personal property calling for rental or similar
     periodic payments not exceeding $50,000 per annum) (each a "Company
     Lease"). A true and complete copy of each Company Lease has heretofore been
     made available to Parent.

          (b) Each Company Lease is valid, binding and enforceable against the
     Company and each of its Subsidiaries that is a party thereto in accordance
     with its terms and, to the knowledge of the Company, is in full force and
     effect. The leasehold estate created by each Company Lease of real property
     (a "Company Leased Premise") is free and clear of all encumbrances other
     than Company Permitted Liens. There are no existing defaults by the Company
     or any of its Subsidiaries under any of the Company Leases in any material
     respect, and to the knowledge of the Company no event has occurred that
     (whether with or without notice, lapse of time or the happening or
     occurrence of any other event) would constitute a default under any Company
     Lease. The Company has received no notice, and has no other reason to
     believe, that any lessor under any Company Lease will not consent (where
     such consent is necessary) to the consummation of the Merger without
     requiring any material modification of the rights or obligations of the
     lessee thereunder.

          (c) With respect to leases or licenses of tower space to which the
     Company or any of its Subsidiaries is a party ("Company Tower Leases"), (A)
     to the knowledge of the Company there are no applications, ordinances,
     petitions, resolutions or other matters pending before any governmental
     agency having jurisdiction to act on zoning changes that would prohibit or
     make nonconforming the use of any of the Company Leased Premises by the
     Company or any of its Subsidiaries, (B) either the Company or one of its
     Subsidiaries has good and valid easement rights providing reasonable access
     and utilities to and from the Company Leased Premises under the Company
     Tower Leases, (C) neither the Company nor any of its Subsidiaries has
     voluntarily granted any, or is a party to any agreement providing for, or
     has knowledge of any, easements, conditions, restrictions, reservations,
     rights or options that would materially and adversely affect the use of any
     of the Company Leased Premises under the Company Tower Leases for the same
     purposes and uses as such Company Leased Premises have been used by the
     Company or any of its Subsidiaries, except for Company Permitted Liens.

                                       20



     3.12. Environmental Matters. Except as it has not had and would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on the Company or as set forth in Section 3.12 of the Company
Disclosure Schedule:

          (a) The Company and each of its Subsidiaries (1) are in compliance
     with all, and, to the knowledge of the Company, are not subject to any
     liability with respect to any, applicable Environmental Laws, (2) hold or
     have applied for all Environmental Permits necessary to conduct their
     current operations and (3) are in compliance with their respective
     Environmental Permits and such Environmental Permits are in full force and
     effect.

          (b) Neither the Company nor any of its Subsidiaries has received any
     written notice, demand, letter, claim or request for information alleging
     that the Company or any of its Subsidiaries is in violation of any
     Environmental Law or liable for remediation, cost recovery or contribution
     under CERCLA.

          (c) Neither the Company nor any of its Subsidiaries (1) has entered
     into or agreed to any consent decree or order or is subject to any
     judgment, decree or judicial order relating to compliance with
     Environmental Laws, Environmental Permits or the investigation, sampling,
     monitoring, treatment, remediation, removal or cleanup of Hazardous
     Materials and, to the knowledge of the Company, no investigation,
     litigation or other proceeding is pending or threatened in writing with
     respect thereto, or (2) is an indemnitor in connection with any claim
     threatened or asserted in writing by any third-party indemnitee for any
     liability under any Environmental Law or relating to any Hazardous
     Materials.

          (d) None of the real property owned or leased by the Company or any
     Company Subsidiary is listed or, to the knowledge of the Company, proposed
     for listing on the "National Priorities List" under CERCLA, as updated
     through the date hereof, or any similar state or foreign list of sites
     requiring investigation or cleanup.

          (e) To the knowledge of the Company, there are no underground storage
     tanks or above-ground storage tanks located on any Company Real Property
     which are now, or in the past were, used to store Hazardous Materials.
     "Company Real Property" shall mean all real property (i) that is owned or
     used by the Company or any of its Subsidiaries or that is reflected as an
     asset of the Company or any of its Subsidiaries on the audited balance
     sheet of the Company as of September 30, 2003 and (ii) formerly owned or
     operated by the Company or its Subsidiaries.

          (f) For purposes of this Agreement:

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended as of the date hereof.

     "Environmental Laws" means any federal, state, local or foreign statute,
law, ordinance, regulation, rule, code, treaty, writ or order and any
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order,

                                       21



consent decree, judgment, stipulation, injunction, authorization, policy,
opinion, or agency requirement, in each case having the force and effect of law,
relating to the pollution, protection, investigation or restoration of the
environment, historic preservations, or health and safety as affected by the
environment or natural resources, including, without limitation, the National
Environmental Policy Act of 1969, as amended as of the date hereof, the National
Historic Preservation Act, and those relating to the use, handling, presence,
transportation, treatment, storage, disposal, release, threatened release or
discharge of Hazardous Materials or noise, odor, wetlands, pollution or
contamination.

     "Environmental Permits" means any permit, approval, identification number,
license and other authorization required under any applicable Environmental Law.

     "Hazardous Materials" means (a) any petroleum, petroleum products,
byproducts or breakdown products, radioactive materials, asbestos-containing
materials or polychlorinated biphenyls or (b) any chemical, material or other
substance defined or regulated as toxic or hazardous or as a pollutant or
contaminant or waste under any applicable Environmental Law.

     3.13. Certain Contracts.

          (a) Except for any contract, agreement, arrangement or understanding
     described in clauses (i), (iii), (iv), (v), (vii), (xii), (xiii), (xv),
     (xvi) and (xix) that provide for aggregate payments to any Person in any
     calendar year of less than $100,000, Section 3.13(a) of the Company
     Disclosure Schedule contains a complete and accurate list of each of the
     following:

               (i) any agreement entered into by the Company or any of its
          Subsidiaries relating to indebtedness, liability for borrowed money or
          the deferred purchase price of property (excluding trade payables in
          the ordinary course of business) or any guarantee or other contingent
          liability in respect of any indebtedness or obligation of any Person
          (other than the endorsement of negotiable instruments for collection
          in the ordinary course of business);

               (ii) any agreement that contains restrictions with respect to
          payment of dividends or any other distribution in respect of the
          equity of the Company or any of its Subsidiaries;

               (iii) any letters of credit or similar arrangements relating to
          the Company or any of its Subsidiaries;

               (iv) any employment agreements with any officer, director or
          employee of the Company or any of its Subsidiaries or other Person on
          a consulting basis;

                                       22


               (v) any management, consulting or advisory agreements, or
          severance plans or arrangements for any present or former employee of
          the Company or any of its Subsidiaries;

               (vi) any non-disclosure agreements and non-compete agreements
          binding present and former employees of the Company or any of its
          Subsidiaries;

               (vii) any agreement under which the Company or any of its
          Subsidiaries is lessor of or permits any third party to hold or
          operate any property, real or personal;

               (viii) any agreement relating to the acquisition or divestiture
          of the capital stock or other equity securities, assets or business of
          any Person involving the Company or any of its Subsidiaries or
          pursuant to which or the Company or any of its Subsidiaries has any
          liability, contingent or otherwise;

               (ix) any powers of attorney granted by or on behalf of the
          Company or any of its Subsidiaries;

               (x) any agreement, other than agreements entered into in the
          ordinary course of the Company's or any of its Subsidiaries' business
          consistent with past practice, which prevents the Company or any of
          its Subsidiaries from disclosing confidential information;

               (xi) any agreement which in any way purports to prohibit the
          Company or any of its Subsidiaries from freely engaging in business
          anywhere in the world or competing with any other Person;

               (xii) any sales distribution agreements, franchise agreements and
          advertising agreements relating to the Company or any of its
          Subsidiaries;

               (xiii) any warranty, guaranty or other similar undertaking with
          respect to a contractual performance extended by the Company or any of
          its Subsidiaries;

               (xiv) any agreement pursuant to which the Company or any of its
          Subsidiaries has agreed to defend, indemnify or hold harmless any
          other Person, other than Company Tower Leases;

               (xv) any agreement pursuant to which the Company or any of its
          Subsidiaries has agreed to settle any liability for Taxes;

                                       23


               (xvi) any agreement pursuant to which the Company has agreed to
          shift or allocate the liability of the Company, any of its
          Subsidiaries or any other Person for Taxes;

               (xvii) any agreement pursuant to which the Company may be
          required to file a registration statement under the Securities Act
          with respect to any securities issued by the Company or any of its
          Subsidiaries;

               (xviii) any joint venture agreement or partnership agreement;

               (xix) any private label or other resale arrangement;

               (xx) any construction contract or construction management
          contracts;

               (xxi) any agreement between the Company or any of its
          Subsidiaries, on the one hand, and any of their respective
          stockholders, on the other hand; and

               (xxii) any other agreement to which the Company or any of its
          Subsidiaries is a party or by which the Company or any of its
          Subsidiaries is bound and which is material to the Company and its
          Subsidiaries taken as a whole.

          (b) Each contract, arrangement, commitment or understanding of any
     type or form described in Section 3.13(a), whether or not set forth in
     Section 3.13(a) of the Company Disclosure Schedule, is referred to herein
     as a "Company Contract."

          (c) With respect to each Company Contract, except as it has not had
     and would not reasonably be expected to have, individually or in the
     aggregate, a Material Adverse Effect on the Company: (i) the Company
     Contract is in full force and effect and is valid and binding on the
     Company (or, to the extent a Subsidiary of the Company is a party, such
     Subsidiary) and, to the knowledge of the Company, any other party thereto,
     (ii) neither the Company or any of its Subsidiaries is in breach or default
     under any Company Contract, (iii) neither the Company nor any of its
     Subsidiaries knows of, or has received notice of, any violation or default
     under (nor, to the knowledge of the Company, does there exist any condition
     which with the passage of time or the giving of notice or both would result
     in such a violation or default under) any Company Contract by any other
     party thereto. The Company has made available to Parent a true and complete
     copy of each Company Contract.

          (d) Neither the Company nor any of its Subsidiaries is a party to any
     oral contract, agreement, or other arrangement or understanding which, if
     reduced to written form, would be required to be listed on Section 3.13(a)
     of the Company Disclosure Schedule under the terms of this Section 3.13(d).

                                       24


     3.14. Distributors and Suppliers. Except as set forth on Section 3.14 of
the Company Disclosure Schedule, since September 30, 2003 there has not been any
material adverse change in the business relationship of the Company or any of
its Subsidiaries with any distributor who accounted for more than 2% of the
Company's and its Subsidiaries' sales (on a consolidated basis) during the
period from September 30, 2003 to September 30, 2004, or with any supplier from
whom the Company or any of its Subsidiaries purchased more than 5% of the goods
or services (on a consolidated basis) which it purchased during the period from
September 30, 2003 to September 30, 2004. Except as set forth in Section 3.14 of
the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries
has knowledge of any termination or intended termination by any such 2%
distributor or 5% supplier of its business relationship with the Company or any
of its Subsidiaries or any modification or intended modification of its business
relationship with the Company or any of its Subsidiaries in a manner which is
adverse in any material respect to the Company and its Subsidiaries taken as a
whole, and neither the Company nor any of its Subsidiaries has knowledge of any
facts which would reasonably be expected to form an adequate basis for such
termination or modification.

     3.15. Insurance. The Company and its Subsidiaries maintain with reputable
insurers insurance and indemnity bonds providing coverage for the Company and
its Subsidiaries against all risks normally insured and bonded against by
companies in similar lines of business as the Company and its Subsidiaries.
Section 3.15 of the Company Disclosure Schedule lists the material insurance
policies, binders or bonds maintained by the Company or any of its Subsidiaries
as of the date of this Agreement. All premiums required to be paid with respect
thereto covering all periods up to and including the Closing Date have been, or
shall in the ordinary course be, paid. No notice of cancellation or termination
has been received with respect to any such policy as of the date hereof, and all
such insurance policies are in full force and effect and will remain in full
force and effect up to and including the Closing Date and all claims thereunder
have been filed in due and timely fashion.

     3.16. Legal Proceedings.

          (a) Except as set forth in Section 3.16 of the Company Disclosure
     Schedule, neither the Company nor any of its Subsidiaries is a party to
     any, and there are no pending or, to the Company's knowledge, threatened,
     legal, administrative, arbitral or other proceedings, claims, actions or
     governmental or regulatory investigations of any nature against the Company
     or any of its Subsidiaries or, to the knowledge of the Company, any of the
     Company's or its Subsidiaries' current or former directors or officers or
     any other Person whom the Company or its Subsidiaries has agreed to
     indemnify, as such, or challenging the validity or propriety of the
     transactions contemplated by this Agreement as to which there is reasonable
     possibility of adverse determination and which, if adversely determined,
     would, individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect on the Company. To the knowledge of the Company, no
     event has occurred, and no state of facts exists, that could reasonably be
     expected to result in any such action, suit or proceeding.

                                       25


          (b) There is no injunction, order, judgment, decree or regulatory
     restriction imposed upon the Company, any of its Subsidiaries or the assets
     of the Company or any of its Subsidiaries, which, individually or in the
     aggregate, has had or would reasonably be expected to have, a Material
     Adverse Effect on the Company.

     3.17. Compliance with Applicable Law.

          (a) Except for the Sprint Licenses (as defined below), the Company and
     each of its Subsidiaries hold, and have at all times held, all licenses,
     franchises, permits, certificates, approvals and authorizations (each a
     "Company Permit") necessary for the lawful conduct of their respective
     businesses and the lawful ownership, use and operation of its assets, as
     presently conducted and used, and neither the Company nor any of its
     Subsidiaries knows of, or has received notice of, any violation of any
     Company Permit, except where the failure to have any such Company Permit or
     such violation has not had and would not reasonably be expected to have,
     individually or in the aggregate, a Material Adverse Effect on the Company.

          (b) The Company and each of its Subsidiaries are in compliance with
     and are not in default under any, applicable law, statute, order, rule,
     regulation, policy and/or guideline of any Governmental Entity relating to
     the Company or any of its Subsidiaries, except where any failure to be in
     compliance with the terms thereof individually or in the aggregate has not
     had and would not reasonably be expected to have a Material Adverse Effect
     on the Company.

          (c) Except as set forth in Section 3.17 of the Company Disclosure
     Schedule, the Company has no knowledge of any investigation, notice of
     apparent liability, violation, forfeiture or other order or complaint
     issued by or before the Federal Communications Commission (the "FCC") or
     any other Governmental Entity or of any other proceedings of or before the
     FCC or any other Governmental Entity relating to the Company or any of its
     Subsidiaries or to any authorizations under which the Company conducts its
     business, not including personal communications service licenses held by
     Sprint PCS or its Affiliates (the "Sprint Licenses"). No proceedings are
     pending or, to the knowledge of the Company, threatened to revoke or limit
     any material Company Permits or any of the Sprint Licenses.

          (d) To the knowledge of the Company, no event has occurred which (i)
     results in, or after notice or lapse of time or both could reasonably be
     expected to result in, revocation, suspension, adverse modification,
     non-renewal, impairment, restriction or termination of, or order of
     forfeiture or substantial fine with respect to, any material Company
     Permits or the Sprint Licenses, or (ii) affects or could reasonably be
     expected in the future to affect any of the rights of the Company or its
     Subsidiaries under any material Company Permits or any of the rights of
     Sprint PCS or its Affiliates under the Sprint Licenses. No facts are known
     to the Company or the Company Subsidiaries which if known by a Governmental
     Entity of competent jurisdiction would present a substantial risk that any
     material Company Permit could be revoked, suspended, adversely modified,
     not renewed, impaired, restricted, terminated, forfeited or a substantial
     fine imposed against the Company or any of the Company Subsidiaries, and

                                       26


     neither the execution by the Company of this Agreement nor the consummation
     of the Merger or any of the other transactions contemplated by this
     Agreement is reasonably likely to result in the occurrence of any of the
     consequences set forth in this Section 3.17(d).

     3.18. Employees.

          (a) Section 3.18(a) of the Company Disclosure Schedule sets forth a
     true and complete list of each deferred compensation, incentive
     compensation, equity compensation, severance, health or other "welfare"
     plan, fund or program (within the meaning of section 3(1) of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA")); "pension"
     plan, fund or program (within the meaning of section 3(2) of ERISA); each
     employment, termination or severance agreement; and each other employee
     benefit plan, fund, program, agreement or arrangement, in each case, that
     is sponsored, maintained or contributed to or required to be contributed to
     or was entered into by the Company, any of its Subsidiaries or by any trade
     or business, whether or not incorporated, that together with the Company
     would be deemed a "single employer" within the meaning of Section
     4001(b)(1) of ERISA (a "Company ERISA Affiliate"), for the benefit of any
     current or former employee of the Company, any Subsidiary or any ERISA
     Affiliate (the "Company Plans").

          (b) The Company has heretofore made available to Parent true and
     complete copies of each of the Company Plans, all amendments thereto and
     all other related documents, including but not limited to (i) the most
     recent Form 5500 and related exhibits and reports for such Company Plan (if
     applicable) for each of the last two years, and (ii) the most recent
     determination letter from the Internal Revenue Service (if applicable) for
     such Company Plan.

          (c) Except as set forth in Section 3.18(c) of the Company Disclosure
     Schedule: (i) each of the Company Plans has been operated and administered
     in material compliance with its terms and applicable law, including but not
     limited to ERISA and the Code; (ii) each of the Company Plans intended to
     be "qualified" within the meaning of Section 401(a) of the Code has
     received a favorable determination letter from the IRS to that effect and
     to the knowledge of the Company there exists no circumstance reasonably
     likely to result in the revocation of any such favorable determination
     letter; (iii) no Company Plan provides benefits, including without
     limitation death or medical benefits (whether or not insured), with respect
     to current or former employees of the Company, its Subsidiaries or any
     Company ERISA Affiliate beyond their retirement or other termination of
     service, other than (w) coverage mandated by applicable law, (x) death
     benefits or retirement benefits under any "employee pension plan," as that
     term is defined in Section 3(2) of ERISA, (y) deferred compensation
     benefits accrued as liabilities on the books of the Company, its
     Subsidiaries or Company ERISA Affiliates or (z) benefits which are fully
     insured or the full cost of which is borne by the current or former
     employee (or his beneficiary); (iv) no Company Plan is subject to Section
     302 or Title IV of ERISA, no liability under Title IV of ERISA has been
     incurred by the Company, its Subsidiaries or any Company ERISA Affiliate
     that has not been satisfied in full, and neither the Company, its
     Subsidiaries nor any Company ERISA Affiliate has any contingent liability
     under Title IV of ERISA; (v) no Company Plan is a "multiemployer pension
     plan," as that term is defined in Section 3(37) of ERISA; (vi) all
     contributions or other amounts payable by the Company, its Subsidiaries or
     any Company ERISA

                                       27



     Affiliate as of the Effective Time with respect to each Company Plan in
     respect of current or prior plan years have been paid or accrued in
     accordance with GAAP; (vii) neither the Company, its Subsidiaries, any
     Company ERISA Affiliate, any Company Plan, any trust created thereunder,
     nor any trustee or administrator thereof has engaged in a transaction or
     has taken or failed to take any action in connection with which the
     Company, its Subsidiaries or any Company ERISA Affiliate reasonably could
     be subject to either a civil penalty assessed pursuant to Section 409 or
     502(i) of ERISA or a tax imposed pursuant to Section 4975, 4976 or 4980B of
     the Code; (viii) there are no pending, or, to the best knowledge of the
     Company, threatened or anticipated claims or proceedings (other than
     routine claims for benefits) by, on behalf of or against any of the Company
     Plans or any trusts related thereto; (ix) the consummation of the
     transactions contemplated by this Agreement will not, either alone or in
     combination with any other event, (y) entitle any current or former
     employee, officer, director or consultant of the Company or any Company
     ERISA Affiliate to severance pay, termination pay or any other payment or
     benefit or (z) accelerate the time of payment or vesting or increase the
     amount or value of compensation or benefits due any such employee, officer,
     director or consultant; and (x) no amounts payable under the Company Plans
     will fail to be deductible for federal income tax purposes by virtue of
     Section 280G of the Code.

     3.19. Taxes.

          (a) Except as set forth in Section 3.19(a) of the Company Disclosure
     Schedule, each of the Company, and its Subsidiaries has (i) duly and timely
     filed (including applicable extensions granted without penalty) all Tax
     Returns (as hereinafter defined) required to be filed at or prior to the
     Effective Time, and such Tax Returns are true, correct and complete in all
     material respects, and (ii) paid in full or made adequate provision in the
     financial statements of the Company (in accordance with GAAP) for all Taxes
     (as hereinafter defined) due to be paid or accrued at or prior to the
     Effective Time. No deficiencies for any Taxes have been proposed, asserted,
     assessed or, to the knowledge of the Company, threatened against or with
     respect to the Company, or any of its Subsidiaries. Except as set forth in
     Section 3.19(a) of the Company Disclosure Schedule, (i) there are no liens
     for Taxes upon the assets of either the Company or its Subsidiaries except
     for statutory liens for current Taxes not yet due, (ii) neither the
     Company, nor any of its Subsidiaries has requested any extension of time
     within which to file any Tax Returns in respect of any fiscal year which
     have not since been filed and no request for waivers of the time to assess
     any Taxes are pending or outstanding, (iii) with respect to each taxable
     period of the Company, and its Subsidiaries, (A) the federal and state
     income Tax Returns of the Company and its Subsidiaries have been audited by
     the Internal Revenue Service or appropriate state tax authorities, (B) the
     time for assessing and collecting income Tax with respect to such taxable
     period has closed and such taxable period is not subject to review, or (C)
     the time for assessing and collecting income Tax with respect to such
     taxable period has not closed, but no audit or review of such taxable
     period has yet been initiated or threatened, (iv) neither the Company nor
     any of its Subsidiaries has filed or been included in a combined,
     consolidated or unitary



                                       28


     income Tax Return other than one in which the Company was the parent of the
     group filing such Tax Return, (v) neither the Company nor any of its
     Subsidiaries is a party to any agreement providing for the allocation or
     sharing of Taxes (other than the allocation of federal income taxes as
     provided by Regulation 1.1552-1(a)(1) under the Code), (vi) neither the
     Company nor any of its Subsidiaries is required to include in income any
     adjustment pursuant to Section 481(a) of the Code (or any similar or
     corresponding provision or requirement of state, local or foreign income
     Tax law), by reason of the voluntary change in accounting method (nor has
     any taxing authority proposed any such adjustment or change of accounting
     method), (vii) neither the Company nor its Subsidiaries has any liability
     for Taxes of any Person (other than a liability of the Company for Taxes of
     any of its Subsidiaries or a liability of any of the Company's Subsidiaries
     for Taxes of the Company) under Regulation 1.1502-6 or 1.1502-78(b)(2)
     under the Code (or similar provisions of state, local or foreign law), as a
     transferee or successor, by contract or otherwise, and (viii) neither the
     Company nor any of its Subsidiaries has made any payment or may be
     obligated to make any payment (by contract or otherwise) which will not be
     deductible by reason of Section 280G or Section 162(m) of the Code.

          (b) For the purposes of this Agreement, "Taxes" shall mean all taxes,
     charges, fees, levies, penalties or other assessments imposed by any United
     States federal, state, local or foreign taxing authority, including, but
     not limited to income, excise, property, sales, transfer, franchise,
     payroll, withholding, social security or other taxes, including any
     interest, penalties or additions attributable thereto. For purposes of this
     Agreement, "Tax Return" shall mean any return, report, information return
     or other document (including any related or supporting information) with
     respect to Taxes.

     3.20. Sprint Agreement Compliance.

          (a) Neither the Company nor any of its Subsidiaries has violated or
     failed to meet any deadline or requirement in the Company Sprint
     Agreements, except as has been remedied, waived or modified prior to the
     date hereof and previously disclosed to Parent. Section 3.20(a) of the
     Company Disclosure Schedule sets forth the extent of the Company's progress
     in the completion of its build-out and network launch as of the date of
     this Agreement.

          (b) Section 3.20(b) of the Company Disclosure Schedule sets forth a
     list of all agreements between the Company, its Subsidiaries or any of its
     Affiliates, on the one hand, and Sprint PCS and any of its Affiliates, on
     the other hand (collectively, the "Company Sprint Agreements"). There are
     no unwritten amendments to, or waivers under, any Company Sprint Agreement.

          (c) The Company Sprint Agreements are valid, binding and enforceable
     against the Company (or, to the extent a Subsidiary of the Company is a
     party, such Subsidiary), in accordance with their respective terms, and
     shall be in full force and effect without penalty in accordance with their
     terms upon consummation of the Merger and the other transactions
     contemplated by this Agreement, except as enforceability may be limited by
     bankruptcy, insolvency, reorganization, moratorium or


                                       29



     other laws affecting creditors' rights generally and limitations on the
     availability of equitable remedies. The Company and its Subsidiaries have
     performed in all material respects all obligations required to be performed
     by them under, and they are not in default under or in breach of, nor in
     receipt of any claim of default or breach under, any of the Company Sprint
     Agreements. To the knowledge of the Company, no event has occurred which
     with the passage of time or the giving of notice or both would result in a
     default, breach or event of noncompliance by the Company or any Subsidiary,
     or would permit termination or modification by the Company, Sprint PCS or
     any of its Affiliates, under any of the Company Sprint Agreements. Neither
     the Company nor any of its Subsidiaries has knowledge of any cancellation
     or anticipated cancellation by Sprint PCS or any of its Affiliates of any
     of the Company Sprint Agreements. The Company has provided Parent with
     copies of all written notices (excluding e-mail messages) received by it
     from Sprint PCS during the last six months (i) delivered pursuant to the
     official notice provisions of any of the Company Sprint Agreements or (ii)
     alleging a material breach of any of the Company Sprint Agreements.

     3.21. Intellectual Property.

          (a) "Intellectual Property" means all intellectual property or other
     proprietary rights of every kind, including all domestic or foreign
     patents, patent rights, domestic or foreign patent applications, inventions
     (whether or not patentable), processes, products, technologies,
     discoveries, copyrightable and copyrighted works, apparatus, trade secrets,
     trademarks, trademark registrations and applications, service marks,
     service mark registrations and applications, trade names, trade dress,
     copyright registrations, customer lists, confidential marketing and
     customer information, licenses, confidential technical information,
     software, inventions (whether or not patentable) and all documentation
     thereof.

          (b) The Company owns or has the right to use, whether through
     licensing or otherwise, and to authorize others to use, all Intellectual
     Property significant to the businesses of the Company and its Subsidiaries
     in substantially the same manner as such businesses are conducted on the
     date hereof ("Company Material Intellectual Property"). Except as set forth
     in Section 3.21 of the Company Disclosure Schedule: (1) no written claim of
     invalidity or conflicting ownership rights with respect to any Company
     Material Intellectual Property has been made by a third party and no such
     Intellectual Property is the subject of any pending or, to the Company's
     knowledge, threatened action, suit, claim, investigation, arbitration or
     other proceeding; (2) no Person or entity has given notice to the Company
     or any of its Subsidiaries that the use of any Company Material
     Intellectual Property by the Company, any Company Subsidiary or any
     licensee is infringing or has infringed any domestic or foreign patent,
     trademark, service mark, trade name, or copyright or design right, or that
     the Company, any of its Subsidiaries or any licensee has misappropriated or
     improperly used or disclosed any trade secret, confidential information or
     know-how; (3) to the Company's knowledge after due inquiry for such
     purpose, the making, using, selling, manufacturing, marketing, licensing,
     reproduction, distribution, or publishing of any process, machine,
     manufacture or product related to any Company Material Intellectual
     Property, does not and will not infringe any domestic or foreign patent,
     trademark, service mark, trade name, copyright


                                       30



     or other intellectual property right of any third party, and does not and
     will not involve the misappropriation or improper use or disclosure of any
     trade secrets, confidential information or know-how of any third party; (4)
     to the Company's knowledge, there exists no prior act or current conduct or
     use by the Company, any of its Subsidiaries or any third party that would
     void or invalidate any Company Material Intellectual Property; (5) to the
     Company's knowledge, no other Person is interfering with, infringing upon,
     misappropriating or otherwise coming into conflict with any Company
     Material Intellectual Property; and (6) the execution, delivery and
     performance of this Agreement by the Company and the consummation of the
     transactions contemplated hereby and thereby will not breach, violate or
     conflict with any instrument or agreement concerning any Company Material
     Intellectual Property, will not cause the forfeiture or termination of or
     give rise to a right of forfeiture or termination of any of the Company
     Material Intellectual Property, or trigger additional fees or transfer
     costs payable by the Company or any of its Subsidiaries with respect to, or
     impair the right of the Surviving Corporation to make, use, sell, license
     or dispose of, or to bring any action for the infringement of, any Company
     Material Intellectual Property. In addition, the matters disclosed on
     Section 3.21 of the Company Disclosure Schedule would not, individually or
     in the aggregate, reasonably be expected to have a Material Adverse Effect
     on the Company.

     3.22. Labor Matters.

          (a) Except to the extent set forth in Section 3.22 of the Company
     Disclosure Schedule, (i) there is no labor strike, slowdown, stoppage or
     lockout actually pending or, to the knowledge of the Company, threatened
     against or affecting the Company or any of its Subsidiaries and during the
     past three years there has not been any such action; (ii) to the knowledge
     of the Company, there is no union claims to represent the employees of the
     Company or any of its Subsidiaries; (iii) neither the Company nor any of
     its Subsidiaries is a party to or bound by any collective bargaining or
     similar agreement with any labor organization, or work rules or practices
     agreed to with any labor organization or employee association; (iv) none of
     the employees of the Company or any of its Subsidiaries is represented by
     any labor organization and the Company does not have any knowledge of any
     current union organizing activities among the employees of the Company or
     any of its Subsidiaries, nor does any question concerning representation
     exist concerning such employees; (v) there are no written personnel
     policies, rules or procedures applicable to employees of the Company or any
     of its Subsidiaries, other than those set forth in Section 3.22 of the
     Company Disclosure Schedule, true and correct copies of which have
     heretofore been delivered to Parent; (vi) there is no unfair labor practice
     charge or complaint against the Company or any of its Subsidiaries pending
     or, to the knowledge of the Company, threatened before the National Labor
     Relations Board or any similar state agency; and (vii) there is no
     grievance arising out of any collective bargaining agreement or other
     grievance procedure. Within the last five years, neither the Company nor
     any of its Subsidiaries has effectuated (i) a "plant closing" (as defined
     in the Worker Adjustment and Retraining Notification Act (the "WARN Act")
     affecting any site of employment or one or more facilities or operating
     units within any site of employment or facility of the Company or any of
     its Subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act)
     affecting any site of employment or facility of the Company or any of its
     Subsidiaries. Except as


                                       31


     set forth in Section 3.22 of the Company Disclosure Schedule, none of the
     Company's or its Subsidiaries' employees has suffered an "employment loss"
     (as defined in the WARN Act) within the period 90 days prior to date of
     this Agreement.

     3.23. Reorganization. As of the date of this Agreement, the Company has no
reason to believe that the Merger will fail to qualify as a reorganization under
Section 368(a) of the Code. As of the date of this Agreement, the Company knows
of no reason why it will be unable to deliver to Winston & Strawn LLP and to
Skadden, Arps, Slate, Meagher & Flom LLP representation letters with respect to
the Company in form and substance sufficient to enable such counsel to render
the opinions required by Sections 7.2(c) and 7.3(c) hereof.

     3.24. Broker's Fees. Except as set forth on Section 3.24 of the Company
Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or any of the transactions contemplated by this
Agreement, except that the Company has engaged, and will pay a fee or commission
to, Banc of America LLC (the "Company Advisor") in accordance with the terms of
the letter agreement between the Company and the Company Advisor, a true,
complete and correct copy of which has previously been delivered by the Company
to Parent.

     3.25. Opinion. Prior to the execution of this Agreement, the Company has
received an opinion from the Company Advisor to the effect that as of the date
thereof and based upon and subject to the matters set forth therein, the Merger
Consideration is fair, from a financial point of view, to the holders of Company
Common Stock and such opinion has not been amended or rescinded as of the date
of this Agreement.

     3.26. Related Party Transactions. Except as set forth on Section 3.26 of
the Company Disclosure Schedule, to the knowledge of the Company, no officer or
director of the Company or any of its Subsidiaries owns or holds, directly or
indirectly, any interest in (excepting holdings solely for passive investment
purposes of securities of publicly held and traded entities constituting less
than 5% of the equity of any such entity), or is an officer, director, employee
or consultant of any Person that is, a competitor, lessor, lessee or supplier of
the Company or which conducts a business similar to any business conducted by
the Company. No officer or director of the Company or any of its Subsidiaries
(a) owns or holds, directly or indirectly, in whole or in part, any Intellectual
Property used by the Company or any of its Subsidiaries, (b) to the knowledge of
the Company has any claim, charge, action or cause of action against the Company
or any of its Subsidiaries, except for claims for reasonable unreimbursed travel
or entertainment expenses, accrued vacation pay or accrued benefits under any
employee benefit plan existing on the date hereof, (c) to the knowledge of the
Company, has made, on behalf of the Company or any of its Subsidiaries, any
payment or commitment to pay any commission, fee or other amount to, or to
purchase or obtain or otherwise contract to purchase or obtain any goods or
services from, any other Person of which any officer or director of the Company
or any of its Subsidiaries is a partner or


                                       32


shareholder (except holdings solely for passive investment purposes of
securities of publicly held and traded entities constituting less than 5% of the
equity of any such entity), (d) owes any money to the Company or any of its
Subsidiaries or (e) has any material interest in any property, real or personal,
tangible or intangible, used in or pertaining to the business of the Company or
any of its Subsidiaries.

     3.27. Company Information. The information relating to the Company and its
Subsidiaries which is provided in writing (including transmission via e-mail) to
Parent by the Company or any of its representatives for inclusion in the Joint
Proxy Statement/Prospectus and the Form S-4, or in any other document filed with
any other regulatory agency in connection herewith, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading.

     3.28. Company Indentures.

          (a) Neither the Company nor any of its Subsidiaries has made any
     "Restricted Payments" pursuant to, nor has any of them otherwise utilized
     any of the capacity provided for under, clause (11) of Section 4.7 of the
     October Indenture or clause (7) of Section 4.7 of the February Indenture.

          (b) For purposes of this Agreement, "Company Indentures" means,
     collectively, (i) the Indenture, dated as of October 25, 2004, related to
     the $175,000,000 aggregate principal amount First Priority Senior Secured
     Floating Rate Notes due 2011 issued by the Company (the "October
     Indenture"), and (ii) the Indenture, dated as of February 20, 2004, related
     to the $159,034,600 aggregate principal amount 9.375% Senior Subordinated
     Secured Notes due 2009 issued by the Company (the "February Indenture").

          (c) No "Event of Default" (as defined in each of the Company
     Indentures) has occurred and is continuing under either of the Company
     Indentures and neither the Company nor any of its Subsidiaries has
     previously received a waiver of any Event of Default under either of the
     Company Indentures.

     3.29. Anti-Takeover Provisions. Assuming the accuracy of the representation
and warranty set forth in Section 4.25, the Board of Directors of the Company
has approved the transactions contemplated by this Agreement such that the
provisions of Section 203 of the DGCL and Article VIII of the Company's Amended
and Restated Certificate of Incorporation will not apply to this Agreement or
any of the transactions contemplated hereby. No other "moratorium," "control
share," "fair price" or other antitakeover laws are applicable to the Merger or
any of the other transactions contemplated by this Agreement.

     3.30. Disclosure Controls and Procedures. The Company and its Subsidiaries
have designed and maintain a system of internal controls over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
sufficient to provide reasonable assurances regarding the reliability of
financial reporting and the



                                       33



preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company (A) has designed and
maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act) to ensure that material information required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and is accumulated and
communicated to the Company's management as appropriate to allow timely
decisions regarding required disclosure, and (B) has disclosed, based on its
most recent evaluation of such disclosure controls and procedures prior to the
date hereof, to the Company's auditors and the audit committee of the Company's
Board of Directors (1) any significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting that are
reasonably likely to adversely affect in any material respect the Company's
ability to record, process, summarize and report financial information and (2)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company's internal controls over financial
reporting. The Company has made available to Parent a summary of any such
disclosure made by management to the Company's auditors and audit committee
since October 1, 2002.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF PARENT

     4.1. Parent Disclosure Schedule. Prior to the execution and delivery of
this Agreement, Parent has delivered to the Company a schedule (the "Parent
Disclosure Schedule") setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure
requirement contained in a provision hereof or as an exception to one or more of
Parent's representations or warranties contained in this Article IV, or to one
or more of Parent's covenants contained in Section 5.2; provided, however, that
notwithstanding anything in this Agreement to the contrary the mere inclusion of
an item in a Parent Disclosure Schedule as an exception to a representation or
warranty shall not be deemed an admission by a party that such item represents a
material exception or material fact, event or circumstance or that such item has
had or is reasonably likely to have a Material Adverse Effect (as defined
herein) with respect to the Parent. Each disclosure set forth in the Parent
Disclosure Schedule is identified by reference to, or has been grouped under a
heading referring to a specific individual section of this Agreement.

     Except as set forth in Parent Disclosure Schedule, Parent hereby represents
and warrants to the Company as set forth in Sections 4.2 through 4.27:

     4.2. Corporate Organization.

          (a) Parent is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Delaware. The Amended and
     Restated Certificate of Incorporation and Amended and Restated Bylaws of
     Parent, copies of which have previously been made available to the Company,
     are true, complete and correct copies of such documents as in effect as of
     the date of this Agreement.

                                       34


          (b) Parent (i) has all requisite corporate power and authority to own
     or lease all of its properties and assets and to carry on its business as
     it is now being conducted, and (ii) is duly licensed or qualified to do
     business and in good standing in each jurisdiction in which the nature of
     the business conducted by it or the character or location of the properties
     and assets owned or leased by it makes such licensing or qualification
     necessary, except where the failure to be so licensed, qualified or in good
     standing, individually or in the aggregate, has not had and would not
     reasonably be expected to have a Material Adverse Effect on Parent.

          (c) Each of Parent's Subsidiaries is duly organized, validly existing
     and in good standing under the laws of its jurisdiction of incorporation or
     organization. Each of Parent's Subsidiaries has the requisite corporate or
     other power and authority to own or lease all of its properties and assets
     and to carry on its business as it is now being conducted, and is duly
     licensed or qualified to do business and in good standing in each
     jurisdiction in which the nature of the business conducted by it or the
     character or the location of the properties and assets owned or leased by
     it makes such licensing or qualification necessary, except where the
     failure to be so licensed qualified, or in good standing, individually or
     in the aggregate, has not had and would not reasonably be expected to have
     a Material Adverse Effect on Parent. The articles of incorporation, bylaws
     and similar governing documents of each Subsidiary of Parent, copies of
     which have previously been made available to the Company, are true,
     complete and correct copies of such documents as in effect as of the date
     of this Agreement.

          (d) The minute books of Parent and each of its Subsidiaries contain
     true, complete and accurate records of all meetings and other corporate
     actions held or taken since December 31, 2002 of their respective
     stockholders and Boards of Directors (including committees of their
     respective Boards of Directors).

          (e) Neither Parent nor any of its Subsidiaries is in violation of any
     provision of its respective certificate of incorporation, bylaws or similar
     governing document.

     4.3. Capitalization.

          (a) The authorized capital stock of Parent consists of 290,000,000
     shares of Parent Common Stock and 10,000,000 shares of preferred stock, par
     value $.01 per share. As of December 3, 2004, there were (i) 114,857,304
     shares of Parent Common Stock issued and outstanding, (ii) 300,000 shares
     of Series A Preferred Stock reserved for issuance, (iii) 478,987 shares of
     Series B Convertible Preferred Stock ("Parent Series B Preferred Stock")
     issued and outstanding, (iv) 500,000 shares of Series C Convertible
     Preferred Stock ("Parent Series C Preferred Stock") reserved for issuance,
     (v) no shares of Parent Common Stock reserved for issuance upon exercise of
     outstanding stock options or otherwise, except for (x) 9,760,426 shares of
     Parent Common Stock reserved for issuance pursuant to options granted
     pursuant to option plans, agreements or commitments maintained by Parent,
     and (y) shares of Parent Common Stock reserved for issuance upon conversion
     of the outstanding shares of Parent Series B Preferred Stock and Parent
     Series C Preferred Stock and (vi) no shares of Parent

                                       35



     Common Stock held by Parent in its treasury or by Parent's Subsidiaries.
     All of the issued and outstanding shares of Parent Common Stock have been
     duly authorized and validly issued and are fully paid, nonassessable and
     free of preemptive rights, with no personal liability attaching to the
     ownership thereof. As of the date of this Agreement, except as referred to
     above or reflected in Section 4.3(a) of the Parent Disclosure Schedule,
     Parent does not have and is not bound by any outstanding subscriptions,
     options, warrants, calls, commitments or agreements of any character
     calling for the purchase or issuance of any shares of Parent Common Stock
     or any other equity security or Voting Debt of Parent or any securities
     representing the right to purchase or otherwise receive any shares of
     Company Common Stock or any other equity security or Voting Debt of Parent
     (including any rights plan or agreement). The share of Parent Common Stock
     to be issued pursuant to the Merger will be duly authorized and validly
     issued and, at the Effective Time, all such shares will be fully paid,
     nonassessable and free of preemptive rights, with no personal liability
     attaching to the ownership thereof.

          (b) Section 4.3(b) of the Parent Disclosure Schedule sets forth a true
     and correct list of all of the Subsidiaries of Parent as of the date of
     this Agreement. Except as set forth in Section 4.3(b) of the Parent
     Disclosure Schedule, as of the date of this Agreement Parent owns, directly
     or indirectly, all of the issued and outstanding shares of the capital
     stock (or all of the other equity ownership interests) of each of its
     Subsidiaries, free and clear of all Liens, and all of such shares (or other
     equity or ownership interests) are duly authorized and validly issued and
     are fully paid, nonassessable and free of preemptive rights, with no
     personal liability attaching to the ownership thereof. As of the date of
     this Agreement, no Subsidiary of Parent has or is bound by any outstanding
     subscriptions, options, warrants, calls, commitments or agreements of any
     character with any party that is not a direct or indirect Subsidiary of
     Parent calling for the purchase or issuance of any shares of capital stock
     or any other equity security or Voting Debt of such Subsidiary or any
     securities representing the right to purchase or otherwise receive any
     shares of capital stock or any other equity security or Voting Debt of such
     Subsidiary.

          (c) As of the date of this Agreement, no Voting Debt of Parent is
     issued or outstanding.

     4.4. Authority; No Violation.

          (a) Each of Parent and Merger Sub has full corporate power and
     authority to execute and deliver this Agreement and to consummate the
     transactions contemplated hereby. The execution and delivery of this
     Agreement and the consummation of the Merger and the other transactions
     contemplated hereby have been duly and validly approved by (i) the Board of
     Directors of Parent, and (ii) the Board of Directors of Merger Sub and by
     Parent in its capacity as sole stockholder of Merger Sub, and no other
     corporate proceedings on the part of Parent or Merger Sub or their
     respective stockholders are necessary to approve this Agreement, and to
     consummate the Merger and the other transactions contemplated hereby (other
     than obtaining the requisite approval of Parent stockholders for the
     issuance of shares of Parent Common Stock pursuant to the Merger pursuant
     to the listing standards and rules of Nasdaq (the "Parent

                                       36




     Stockholder Approval")). This Agreement has been duly and validly executed
     and delivered by Parent and Merger Sub, and (assuming due authorization,
     execution and delivery by the Company) this Agreement constitutes a valid
     and binding obligation of Parent and Merger Sub, enforceable against Parent
     and Merger Sub in accordance with its terms, except as enforcement may be
     limited by general principles of equity whether applied in a court of law
     or a court of equity and by bankruptcy, insolvency and similar laws
     affecting creditors' rights and remedies generally.

          (b) Except as set forth in Section 4.4(b) of the Parent Disclosure
     Schedule, neither the execution and delivery of this Agreement by Parent
     and Merger Sub, nor the consummation by Parent and Merger Sub of the Merger
     or any of the other transactions contemplated hereby, nor compliance by
     Parent and Merger Sub with any of the terms or provisions hereof, will (i)
     violate any provision of the Amended and Restated Certificate of
     Incorporation or Amended and Restated Bylaws of Parent or the certificate
     of incorporation, bylaws or similar governing documents of any of its
     Subsidiaries (including Merger Sub), or (ii) assuming that the consents and
     approvals referred to in Section 4.5 hereof are duly obtained, (x) violate
     any statute, code, ordinance, rule, regulation, judgment, order, writ,
     decree or injunction applicable to Parent or any of its Subsidiaries
     (including Merger Sub), or any of their respective properties or assets, or
     (y) violate, conflict with, result in a breach of any provision of or the
     loss of any benefit under, constitute a default (or an event which, with or
     without notice or lapse of time, or both, would constitute a default)
     under, result in the termination of or a right of termination or
     cancellation under, accelerate the performance required by, or result in
     the creation of any Lien upon any of the respective properties or assets of
     Parent or any of its Subsidiaries (including Merger Sub) under, any of the
     terms, conditions or provisions of any loan, guarantee of indebtedness,
     note, bond, mortgage, indenture, deed of trust, license, permit,
     concession, franchise, lease, contract, agreement or other instrument or
     obligation to which Parent or any of its Subsidiaries (including Merger
     Sub) is a party, or by which they or any of their respective properties or
     assets may be bound or affected, except in the case of clauses (x) and (y),
     for such violations, conflicts, breaches, losses, defaults, terminations,
     cancellations, accelerations or Liens that, individually or in the
     aggregate, would not reasonably be expected to have a Material Adverse
     Effect on Parent.

     4.5. Consents and Approvals. Except for (a) the filing of a notification
under the HSR Act (as defined in Section 6.1(b)), (b) the Parent Stockholder
Approval, (c) the filing of the Certificate of Merger with the Delaware
Secretary pursuant to the DGCL, (d) the filing with the SEC of (i) the Joint
Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d),
13(g) and 16(a) of the Exchange Act, as may be required in connection with this
Agreement and the transactions contemplated hereby and the obtaining from the
SEC of such orders as may be required in connection therewith, (e) approval of
the listing of the Parent Common Stock to be issued in the Merger on Nasdaq, (f)
such filings and approvals as are required to be made or obtained under the
securities or "Blue Sky" laws of various states in connection with the issuance
of the shares of the Company Common Stock pursuant to this Agreement, (g) any
consent of Sprint PCS required pursuant to the terms of Parent Sprint
Agreements, (h) such filings, authorizations or approvals as may be set forth in
Section 4.5 of the Parent Disclosure

                                       37





Schedule, and (i) such consents, approvals, filings or registrations, the
failure of which to be made or obtained, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect on Parent, no
consents or approvals of, or filings or registrations with, any Governmental
Entity or with any third party are required to be made or obtained by Parent or
any of its Subsidiaries in connection with the execution and delivery by Parent
and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of
the Merger and the other transactions contemplated hereby.

     4.6. Reports. Parent has previously made available to the Company a true,
correct and complete copy of each (a) final registration statement, prospectus,
report, schedule and definitive proxy statement filed since December 31, 2002 by
Parent with the SEC pursuant to the Securities Act or the Exchange Act
(collectively, the "Parent Reports"), (b) written communication between Parent
and the SEC since December 31, 2002, and (c) communication mailed by Parent to
its stockholders since December 31, 2002, and no such registration statement,
prospectus, report, schedule, proxy statement or communication as of its date of
filing contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading. Parent has timely filed all Parent Reports and other documents
required to be filed by it under the Securities Act and the Exchange Act, and,
as of their respective dates, all Parent Reports complied in all material
respects with the published rules and regulations of the SEC with respect
thereto, including rules and regulations relating to the filing of exhibits
thereto. No executive officer of Parent has failed in any respect to make the
certifications required of him or her under Section 302 or 906 of the
Sarbanes-Oxley Act of 2002 and no enforcement action has been initiated against
Parent by the SEC relating to disclosures contained in any Parent Report.

     4.7. Financial Statements. Parent has previously made available to the
Company copies of (a) the consolidated balance sheets of Parent and its
Subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 2003, as reported in Parent's
Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed
with the SEC under the Exchange Act (collectively, and including the notes
thereto, the "Parent Audited Financial Statements"), in each case accompanied by
the audit report of PricewaterhouseCoopers LLP ("PWC"), independent public
accountants with respect to Parent, and (b) the unaudited consolidated balance
sheet of Parent and its Subsidiaries as of September 30, 2004 and the related
unaudited consolidated statements of operations for the quarters and nine months
ended September 30, 2004 and 2003, and statements of cash flows for the nine
months ended September 30, 2004 and 2003, as reported in Parent's Quarterly
Report on Form 10-Q for the period ended September 30, 2004 filed with the SEC
under the Exchange Act (together with Parent Audited Financial Statements, the
"Parent Financial Statements"). The Parent Financial Statements (including the
related notes, where applicable) fairly present in all material respects, and
the financial statements to be filed by Parent with the SEC after the date of
this Agreement will fairly present in all material respects, the consolidated
financial position of Parent and its Subsidiaries as of the respective dates
thereof, and the results of their operations and their cash flows for the fiscal
periods set forth therein



                                       38


(subject, in the case of the unaudited statements, to recurring audit
adjustments normal in nature and amount); each of such statements (including the
related notes, where applicable) complies, and the financial statements to be
filed by Parent with the SEC after the date of this Agreement will comply, with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto at the date of their filing; and each of such
statements (including the related notes, where applicable) has been, and the
financial statements to be filed by Parent with the SEC after the date of this
Agreement will be, prepared in accordance with GAAP consistently applied during
the periods involved, except as indicated in the notes thereto or, in the case
of unaudited statements, except for normal period-end adjustments that are not
material. The books and records of Parent and its Subsidiaries have been, and
are being, maintained in accordance with GAAP and all other applicable legal and
accounting requirements and reflect only actual transactions. PWC has not
resigned or been dismissed as independent public accountants of Parent as a
result of or in connection with any disagreements with Parent on a matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

     4.8. No Undisclosed Liabilities. Except (a) as disclosed in the Parent
Financial Statements, (b) for liabilities and obligations incurred in the
ordinary course of business and consistent with past practice of Parent since
December 31, 2003, and (c) liabilities that, individually or in the aggregate,
have not had and would not reasonably be expected to have a Material Adverse
Effect on Parent, neither Parent nor any of its Subsidiaries has any liability
or obligation of any nature, whether or not absolute, accrued, contingent or
otherwise.

     4.9. Absence of Certain Changes or Events.

          (a) Except (i) as set forth in Section 4.9(a) of the Parent Disclosure
     Schedule or (ii) as disclosed in any Parent Report filed with the SEC prior
     to the date of this Agreement, since December 31, 2003, there has been no
     change or development or combination of changes or developments which,
     individually or in the aggregate, have had, or would reasonably be expected
     to have, a Material Adverse Effect on Parent.

          (b) Except as set forth in Section 4.9(b) of the Parent Disclosure
     Schedule or as disclosed in any Parent Report filed with the SEC prior to
     the date of this Agreement, since December 31, 2003, Parent and its
     Subsidiaries have carried on their respective businesses in all material
     respects only in the ordinary and usual course of business consistent with
     their past practices.

          (c) Except as set forth in Section 4.9(c) of the Parent Disclosure
     Schedule or as disclosed in any Company Report filed with the SEC prior to
     the date of this Agreement, since December 31, 2003, neither Parent nor any
     of its Subsidiaries has (i) declared, set aside or paid any dividend or
     other distribution (whether in cash, stock or property) with respect to any
     of Parent's capital stock (other than shares of Parent Series B Preferred
     Stock), (ii) changed any accounting methods (or underlying assumptions),
     principles or practices of Parent or its Subsidiaries affecting its assets,

                                       39



     liabilities or businesses, including any reserving, renewal or residual
     method, practice or policy, (iii) made any Tax election or changed any Tax
     election, amended any Tax Returns or entered into any settlement or
     compromise of any income tax liability of Parent or its Subsidiaries or
     entered into any closing agreement with respect to Taxes, or (iv) made any
     agreement or commitment (contingent or otherwise) to do any of the
     foregoing.

     4.10. Property.

          (a) Each of Parent and its Subsidiaries has good and marketable title,
     free and clear of all Liens to all of the properties and assets, real and
     personal, tangible or intangible, which are reflected on the audited
     consolidated balance sheet of Parent as of December 31, 2003 or acquired
     after such date, except (i) Liens for taxes not yet due and payable or
     contested in good faith by appropriate proceedings, (ii) pledges to secure
     deposits and other Liens incurred in the ordinary course of business, (iii)
     such imperfections of title, easements and encumbrances, if any, as do not
     interfere with the use of the property as such property is used on the date
     of this Agreement, (iv) for dispositions of and encumbrances on such
     properties or assets in the ordinary course of business or (v) mechanics',
     materialmen's, workmen's, repairmen's, warehousemen's, carrier's and other
     similar Liens and encumbrances arising in the ordinary course of business.

          (b) Section 4.10(b) of the Parent Disclosure Schedule sets forth an
     accurate and complete list and description of all real property owned by
     Parent or any of its Subsidiaries and all buildings and improvements
     thereon as of the date hereof.

     4.11. Environmental Matters.

     Except as has not had and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on Parent or as set
forth in Section 4.11 of the Parent Disclosure Schedule:

          (a) Parent and each of its Subsidiaries (1) are in compliance with
     all, and, to the knowledge of Parent, are not subject to any liability with
     respect to any, applicable Environmental Laws, (2) hold or have applied for
     all Environmental Permits necessary to conduct their current operations and
     (3) are in compliance with their respective Environmental Permits and such
     Environmental Permits are in full force and effect.

          (b) Neither Parent nor any of its Subsidiaries has received any
     written notice, demand, letter, claim or request for information alleging
     that Parent or any of its Subsidiaries is in violation of any Environmental
     Law or liable for remediation, cost recovery or contribution under CERCLA.

          (c) Neither Parent nor any of its Subsidiaries (1) has entered into or
     agreed to any consent decree or order or is subject to any judgment, decree
     or judicial order relating to compliance with Environmental Laws,
     Environmental Permits or the investigation, sampling, monitoring,
     treatment, remediation, removal or cleanup of


                                       40


     Hazardous Materials and, to the knowledge of Parent, no investigation,
     litigation or other proceeding is pending or threatened in writing with
     respect thereto, or (2) is an indemnitor in connection with any claim
     threatened or asserted in writing by any third-party indemnitee for any
     liability under any Environmental Law or relating to any Hazardous
     Materials.

          (d) None of the real property owned or leased by Parent or any Company
     Subsidiary is listed or, to the knowledge of Parent, proposed for listing
     on the "National Priorities List" under CERCLA, as updated through the date
     hereof, or any similar state or foreign list of sites requiring
     investigation or cleanup.

          (e) To the knowledge of Parent, there are no underground storage tanks
     or above-ground storage tanks located on any Parent Real Property which are
     now, or in the past were, used to store Hazardous Materials. "Parent Real
     Property" shall mean all real property (i) that is owned or used by Parent
     or any of its Subsidiaries or that is reflected as an asset of Parent or
     any of its Subsidiaries on the audited balance sheet of Parent as of
     December 31, 2003 and (ii) formerly owned or operated by Parent or its
     Subsidiaries.

     4.12. Legal Proceedings.

          (a) Except as set forth in Section 4.12 of the Parent Disclosure
     Schedule, neither Parent nor any of its Subsidiaries is a party to any, and
     there are no pending or, to Parent's knowledge, threatened, legal,
     administrative, arbitral or other proceedings, claims, actions or
     governmental or regulatory investigations of any nature against Parent or
     any of its Subsidiaries or, to the knowledge of Parent, any of Parent's or
     its Subsidiaries' current or former directors or officers or any other
     Person whom Parent or its Subsidiaries has agreed to indemnify, as such, or
     challenging the validity or propriety of the transactions contemplated by
     this Agreement as to which there is reasonable possibility of adverse
     determination and which, if adversely determined, would, individually or in
     the aggregate, reasonably be expected to have a Material Adverse Effect on
     Parent. To the knowledge of Parent, no event has occurred, and no state of
     facts exists, that could reasonably be expected to result in any such
     action, suit or proceeding.

          (b) There is no injunction, order, judgment, decree or regulatory
     restriction imposed upon Parent, any of its Subsidiaries or the assets of
     Parent or any of its Subsidiaries, which, individually or in the aggregate,
     has had or would reasonably be expected to have, a Material Adverse Effect
     on Parent.

     4.13. Compliance with Applicable Law.

          (a) Except for the Sprint Licenses, Parent and each of its
     Subsidiaries hold, and have at all times held, all licenses, franchises,
     permits, certificates, approvals and authorizations (each a "Parent
     Permit") necessary for the lawful conduct of their respective businesses
     and the lawful ownership, use and operation of its assets, as presently
     conducted and used, and neither Parent nor any of its Subsidiaries knows
     of, or


                                       41



     has received notice of, any violation of any Parent Permit, except where
     the failure to have any such Parent Permit or such violation has not had
     and would not reasonably be expected to have, individually or in the
     aggregate, a Material Adverse Effect on Parent.

          (b) Parent and each of its Subsidiaries are in compliance with and are
     not in default under any, applicable law, statute, order, rule, regulation,
     policy and/or guideline of any Governmental Entity relating to Parent or
     any of its Subsidiaries, except where any failure to be in compliance with
     the terms thereof individually or in the aggregate has not had and would
     not reasonably be expected to have a Material Adverse Effect on Parent.

          (c) Parent has no knowledge of any investigation, notice of apparent
     liability, violation, forfeiture or other order or complaint issued by or
     before the FCC or any other Governmental Entity or of any other proceedings
     of or before the FCC or any other Governmental Entity relating to Parent or
     any of its Subsidiaries or to any authorizations under which Parent
     conducts its business, not including the Sprint Licenses. No proceedings
     are pending or, to the knowledge of Parent, threatened to revoke or limit
     any material Parent Permits or the Sprint Licenses.

          (d) To the knowledge of Parent, no event has occurred which (i)
     results in, or after notice or lapse of time or both could reasonably be
     expected to result in, revocation, suspension, adverse modification,
     non-renewal, impairment, restriction or termination of, or order of
     forfeiture or substantial fine with respect to, any material Parent Permits
     or the Sprint Licenses, or (ii) affects or could reasonably be expected in
     the future to affect any of the rights of Parent or its Subsidiaries under
     any material Parent Permits or any of the rights of Sprint PCS or its
     Affiliates under the Parent Sprint Licenses. No facts are known to Parent
     or its Subsidiaries which if known by a Governmental Entity of competent
     jurisdiction would present a substantial risk that any material Parent
     Permit could be revoked, suspended, adversely modified, not renewed,
     impaired, restricted, terminated, forfeited or a substantial fine imposed
     against Parent or any of Parent Subsidiaries, and neither the execution by
     Parent of this Agreement nor the consummation of the Merger or any of the
     other transactions contemplated by this Agreement is reasonably likely to
     result in the occurrence of any of the consequences set forth in this
     Section 4.13(d).

     4.14. Employees.

          (a) Section 4.14(a) of the Parent Disclosure Schedule sets forth a
     true and complete list of each deferred compensation, incentive
     compensation, equity compensation, severance, health or other "welfare"
     plan, fund or program (within the meaning of Section 3(1) of ERISA);
     "pension" plan, fund or program (within the meaning of Section 3(2) of
     ERISA); each employment, termination or severance agreement; and each other
     employee benefit plan, fund, program, agreement or arrangement, in each
     case, that is sponsored, maintained or contributed to or required to be
     contributed to or was entered into by Parent, any of its Subsidiaries or by
     any trade or business, whether or not incorporated, that together with
     Parent would be deemed a "single employer" within the meaning of Section
     4001(b)(1) of ERISA (a "Parent ERISA


                                       42



     Affiliate"), for the benefit of any current or former employee of Parent,
     any Subsidiary or any Parent ERISA Affiliate (the "Parent Plans").


          (b) Parent has heretofore made available to the Company true and
     complete copies of each of the Parent Plans, all amendments thereto and all
     other related documents, including but not limited to (i) the most recent
     Form 5500 and related exhibits and reports for such Parent Plan (if
     applicable) for each of the last two years, and (ii) the most recent
     determination letter from the Internal Revenue Service (if applicable) for
     such Parent Plan.

          (c) Except as set forth in Section 4.14(c) of the Parent Disclosure
     Schedule: (i) each of the Parent Plans has been operated and administered
     in material compliance with its terms and applicable law, including but not
     limited to ERISA and the Code; (ii) each of the Parent Plans intended to be
     "qualified" within the meaning of Section 401(a) of the Code has received a
     favorable determination letter from the Internal Revenue Service to that
     effect and to the knowledge of Parent there exists no circumstance
     reasonably likely to result in the revocation of any such favorable
     determination letter; (iii) no Parent Plan provides benefits, including
     without limitation death or medical benefits (whether or not insured), with
     respect to current or former employees of Parent, its Subsidiaries or any
     Parent ERISA Affiliate beyond their retirement or other termination of
     service, other than (w) coverage mandated by applicable law, (x) death
     benefits or retirement benefits under any "employee pension plan," as that
     term is defined in Section 3(2) of ERISA, (y) deferred compensation
     benefits accrued as liabilities on the books of Parent, its Subsidiaries or
     Parent ERISA Affiliates or (z) benefits which are fully insured or the full
     cost of which is borne by the current or former employee (or his
     beneficiary); (iv) no Parent Plan is subject to Section 302 or Title IV of
     ERISA, no liability under Title IV of ERISA has been incurred by Parent,
     its Subsidiaries or any Parent ERISA Affiliate that has not been satisfied
     in full, and neither Parent, its Subsidiaries nor any Parent ERISA
     Affiliate has any contingent liability under Title IV of ERISA; (v) no
     Parent Plan is a "multiemployer pension plan," as that term is defined in
     Section 3(37) of ERISA; (vi) all contributions or other amounts payable by
     Parent, its Subsidiaries or any Parent ERISA Affiliate as of the Effective
     Time with respect to each Parent Plan in respect of current or prior plan
     years have been paid or accrued in accordance with GAAP; (vii) neither
     Parent, its Subsidiaries, any Parent ERISA Affiliate, any Parent Plan, any
     trust created thereunder, nor any trustee or administrator thereof has
     engaged in a transaction or has taken or failed to take any action in
     connection with which Parent, its Subsidiaries or any Parent ERISA
     Affiliate reasonably could be subject to either a civil penalty assessed
     pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to
     Section 4975, 4976 or 4980B of the Code; (viii) there are no pending, or,
     to the best knowledge of Parent, threatened or anticipated claims or
     proceedings (other than routine claims for benefits) by, on behalf of or
     against any of the Parent Plans or any trusts related thereto; (ix) the
     consummation of the transactions contemplated by this Agreement will not,
     either alone or in combination with any other event, (y) entitle any
     current or former employee, officer, director or consultant of Parent or
     any Parent ERISA Affiliate to severance pay, termination pay or any other
     payment or benefit or (z) accelerate the time of payment or vesting or
     increase the amount or value of compensation or benefits due any such
     employee, officer, director or


                                       43


     consultant; and (x) no amounts payable under the Parent Plans will fail to
     be deductible for federal income tax purposes by virtue of Section 280G of
     the Code.

     4.15. Taxes. Except as set forth in Section 4.15 of the Parent Disclosure
Schedule, each of Parent, and its Subsidiaries has (i) duly and timely filed
(including applicable extensions granted without penalty) all Tax Returns (as
hereinafter defined) required to be filed at or prior to the Effective Time, and
such Tax Returns are true, correct and complete in all material respects, and
(ii) paid in full or made adequate provision in the financial statements of
Parent (in accordance with GAAP) for all Taxes (as hereinafter defined) due to
be paid or accrued at or prior to the Effective Time. No deficiencies for any
Taxes have been proposed, asserted, assessed or, to the knowledge of Parent,
threatened against or with respect to Parent, or any of its Subsidiaries. Except
as set forth in Section 4.15 of the Parent Disclosure Schedule, (i) there are no
liens for Taxes upon the assets of either Parent or its Subsidiaries except for
statutory liens for current Taxes not yet due, (ii) neither Parent, nor any of
its Subsidiaries has requested any extension of time within which to file any
Tax Returns in respect of any fiscal year which have not since been filed and no
request for waivers of the time to assess any Taxes are pending or outstanding,
(iii) with respect to each taxable period of Parent, and its Subsidiaries, (A)
the federal and state income Tax Returns of Parent and its Subsidiaries have
been audited by the Internal Revenue Service or appropriate state tax
authorities, (B) the time for assessing and collecting income Tax with respect
to such taxable period has closed and such taxable period is not subject to
review, or (C) the time for assessing and collecting income Tax with respect to
such taxable period has not closed, but no audit or review of such taxable
period has yet been initiated or threatened, (iv) neither Parent nor any of its
Subsidiaries has filed or been included in a combined, consolidated or unitary
income Tax Return other than one in which Parent was the parent of the group
filing such Tax Return, (v) neither Parent nor any of its Subsidiaries is a
party to any agreement providing for the allocation or sharing of Taxes (other
than the allocation of federal income taxes as provided by Regulation
1.1552-1(a)(1) under the Code), (vi) neither Parent nor any of its Subsidiaries
is required to include in income any adjustment pursuant to Section 481(a) of
the Code (or any similar or corresponding provision or requirement of state,
local or foreign income Tax law), by reason of the voluntary change in
accounting method (nor has any taxing authority proposed any such adjustment or
change of accounting method), (vii) neither Parent nor its Subsidiaries has any
liability for Taxes of any Person (other than a liability of Parent for Taxes of
any of its Subsidiaries or a liability of any of Parent's Subsidiaries for Taxes
of Parent) under Regulation 1.1502-6 or 1.1502-78(b)(2) under the Code (or
similar provisions of state, local or foreign law), as a transferee or
successor, by contract or otherwise, and (viii) neither Parent nor any of its
Subsidiaries has made any payment or may be obligated to make any payment (by
contract or otherwise) which will not be deductible by reason of Section 280G or
Section 162(m) of the Code.

     4.16. Sprint Agreement Compliance.

          (a) Neither Parent nor any of its Subsidiaries has violated or failed
     to meet any deadline or requirement in the Parent Sprint Agreements, except
     as has been remedied, waived or modified prior to the date hereof and
     previously disclosed to

                                       44


     the Company. Section 4.16(a) of the Parent Disclosure Schedule sets forth
     the extent of Parent's progress in the completion of its build-out and
     network launch as of the date of this Agreement.

          (b) Section 4.16(b) of the Parent Disclosure Schedule sets forth a
     list of all agreements between Parent, its Subsidiaries or any of its
     Affiliates, on the one hand, and Sprint PCS and any of its Affiliates, on
     the other hand (collectively, the "Parent Sprint Agreements"). As of the
     date hereof there are no unwritten amendments to, or waivers under, any
     Parent Sprint Agreement.

          (c) The Parent Sprint Agreements are valid, binding and enforceable
     against Parent (or, to the extent a Subsidiary of Parent is a party, such
     Subsidiary), in accordance with their respective terms, and shall be in
     full force and effect without penalty in accordance with their terms upon
     consummation of the Merger and the other transactions contemplated by this
     Agreement, except as enforceability may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other laws affecting creditors'
     rights generally and limitations on the availability of equitable remedies.
     Parent and its Subsidiaries have performed in all material respects all
     obligations required to be performed by them under, and they are not in
     default under or in breach of, nor in receipt of any claim of default or
     breach under, any of the Parent Sprint Agreements. To the knowledge of
     Parent, no event has occurred which with the passage of time or the giving
     of notice or both would result in a default, breach or event of
     noncompliance by Parent or any Subsidiary, or would permit termination or
     modification by Parent, Sprint PCS or any of its Affiliates, under any of
     the Parent Sprint Agreements. Neither Parent nor any of its Subsidiaries
     has knowledge of any cancellation or anticipated cancellation by Sprint PCS
     or any of its Affiliates of any of the Parent Sprint Agreements. Parent has
     provided the Company with copies of all written notices (excluding e-mail
     messages) received by it from Sprint PCS during the last six months (i)
     delivered pursuant to the official notice provisions of Parent Sprint
     Agreements or (ii) alleging a material breach of any of the Parent Sprint
     Agreements.

     4.17. Intellectual Property. Parent owns or has the right to use, whether
through licensing or otherwise, and to authorize others to use, all Intellectual
Property significant to the businesses of Parent and its Subsidiaries in
substantially the same manner as such businesses are conducted on the date
hereof ("Parent Material Intellectual Property"). Except as set forth in Section
4.17 of the Parent Disclosure Schedule: (1) no written claim of invalidity or
conflicting ownership rights with respect to any Parent Material Intellectual
Property has been made by a third party and no such Intellectual Property is the
subject of any pending or, to Parent's knowledge, threatened action, suit,
claim, investigation, arbitration or other proceeding; (2) no Person or entity
has given notice to Parent or any of its Subsidiaries that the use of any Parent
Material Intellectual Property by Parent, any Parent Subsidiary or any licensee
is infringing or has infringed any domestic or foreign patent, trademark,
service mark, trade name, or copyright or design right, or that Parent, any of
its Subsidiaries or any licensee has misappropriated or improperly used or
disclosed any trade secret, confidential information or know-how; (3) to
Parent's knowledge after due inquiry for such purpose, the making, using,
selling, manufacturing, marketing, licensing, reproduction, distribution, or
publishing of any



                                       45



process, machine, manufacture or product related to any Parent Material
Intellectual Property, does not and will not infringe any domestic or foreign
patent, trademark, service mark, trade name, copyright or other intellectual
property right of any third party, and does not and will not involve the
misappropriation or improper use or disclosure of any trade secrets,
confidential information or know-how of any third party; (4) to Parent's
knowledge, there exists no prior act or current conduct or use by Parent, any of
its Subsidiaries or any third party that would void or invalidate any Parent
Material Intellectual Property; (5) to Parent's knowledge, no other Person is
interfering with, infringing upon, misappropriating or otherwise coming into
conflict with any Parent Material Intellectual Property; and (6) the execution,
delivery and performance of this Agreement by Parent and the consummation of the
transactions contemplated hereby and thereby will not breach, violate or
conflict with any instrument or agreement concerning any Parent Material
Intellectual Property, will not cause the forfeiture or termination of or give
rise to a right of forfeiture or termination of any of the Parent Material
Intellectual Property, or trigger additional fees or transfer costs payable by
Parent or any of its Subsidiaries with respect to, or impair the right of Parent
to make, use, sell, license or dispose of, or to bring any action for the
infringement of, any Parent Material Intellectual Property. In addition, the
matters disclosed on Section 4.17 of the Parent Disclosure Schedule would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

     4.18. Labor Matters.

     Except to the extent set forth in Section 4.18 of the Parent Disclosure
Schedule, (i) there is no labor strike, slowdown, stoppage or lockout actually
pending or, to the knowledge of Parent, threatened against or affecting Parent
or any of its Subsidiaries and during the past three years there has not been
any such action; (ii) to the knowledge of Parent, there is no union claims to
represent the employees of Parent or any of its Subsidiaries; (iii) neither
Parent nor any of its Subsidiaries is a party to or bound by any collective
bargaining or similar agreement with any labor organization, or work rules or
practices agreed to with any labor organization or employee association; (iv)
none of the employees of Parent or any of its Subsidiaries is represented by any
labor organization and Parent does not have any knowledge of any current union
organizing activities among the employees of Parent or any of its Subsidiaries,
nor does any question concerning representation exist concerning such employees;
(v) there are no written personnel policies, rules or procedures applicable to
employees of the Company or any of its Subsidiaries, other than those set forth
in Section 4.18 of the Company Disclosure Schedule, true and correct copies of
which have heretofore been delivered to the Company; (vi) there is no unfair
labor practice charge or complaint against Parent or any of its Subsidiaries
pending or, to the knowledge of Parent, threatened before the National Labor
Relations Board or any similar state agency; and (vii) there is no grievance
arising out of any collective bargaining agreement or other grievance procedure.
Within the last five years, neither Parent nor any of its Subsidiaries has
effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any
site of employment or one or more facilities or operating units within any site
of employment or facility of the Company or any of its Subsidiaries; or (ii) a
"mass layoff" (as defined in the WARN Act) affecting any site of employment or
facility of the Company or any of its Subsidiaries. Except as set forth in


                                       46



Section 4.18 of the Company Disclosure Schedule, none of the Company's or its
Subsidiaries' employees has suffered an "employment loss" (as defined in the
WARN Act) within the period 90 days prior to date of this Agreement.

     4.19. Reorganization. As of the date of this Agreement, Parent has no
reason to believe that the Merger will fail to qualify as a reorganization under
Section 368(a) of the Code. As of the date of this Agreement, Parent knows of no
reason why it will be unable to deliver to Winston & Strawn LLP and to Skadden,
Arps, Slate, Meagher & Flom LLP representation letters with respect to Parent in
form and substance sufficient to enable such counsel to render the opinions
required by Sections 7.2(c) and 7.3(c) hereof.

     4.20. Broker's Fees. Neither Parent nor any of its Subsidiaries nor any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or any of the transactions contemplated by this
Agreement, except that Parent has engaged, and will pay a fee or commission to,
UBS Investment Bank (the "Parent Advisor").

     4.21. Opinion. Prior to the execution of this Agreement, Parent has
received an opinion from the Parent Advisor to the effect that as of the date
thereof and based upon and subject to the matters set forth therein, the
aggregate Merger Consideration is fair, from a financial point of view, to
Parent and such opinion has not been amended or rescinded as of the date of this
Agreement.

     4.22. Related Party Transactions. Except as set forth on Section 4.22 of
the Parent Disclosure Schedule, to the knowledge of Parent, no officer or
director of Parent or any of its Subsidiaries owns or holds, directly or
indirectly, any interest in (excepting holdings solely for passive investment
purposes of securities of publicly held and traded entities constituting less
than 5% of the equity of any such entity), or is an officer, director, employee
or consultant of any Person that is, a competitor, lessor, lessee or supplier of
Parent or which conducts a business similar to any business conducted by Parent.
No officer or director of Parent or any of its Subsidiaries (a) owns or holds,
directly or indirectly, in whole or in part, any Intellectual Property used by
Parent or any of its Subsidiaries, (b) to the knowledge of Parent has any claim,
charge, action or cause of action against Parent or any of its Subsidiaries,
except for claims for reasonable unreimbursed travel or entertainment expenses,
accrued vacation pay or accrued benefits under any employee benefit plan
existing on the date hereof, (c) to the knowledge of Parent, has made, on behalf
of Parent or any of its Subsidiaries, any payment or commitment to pay any
commission, fee or other amount to, or to purchase or obtain or otherwise
contract to purchase or obtain any goods or services from, any other Person of
which any officer or director of Parent or any of its Subsidiaries is a partner
or shareholder (except holdings solely for passive investment purposes of
securities of publicly held and traded entities constituting less than 5% of the
equity of any such entity), (d) owes any money to Parent or any of its
Subsidiaries or (e) has any material interest in any property, real or personal,
tangible or intangible, used in or pertaining to the business of Parent or any
of its Subsidiaries.


                                       47


     4.23. Company Information. The information relating to Parent and its
Subsidiaries which is included in the Joint Proxy Statement/Prospectus and the
Form S-4, or in any other document filed with any other regulatory agency in
connection herewith, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances in which they are made, not misleading.

     4.24. Disclosure Controls and Procedures. Parent and its Subsidiaries have
designed and maintain a system of internal controls over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to
provide reasonable assurances regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Parent (A) has designed and
maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act) to ensure that material information required to
be disclosed by Parent in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and is accumulated and
communicated to Parent's management as appropriate to allow timely decisions
regarding required disclosure, and (B) has disclosed, based on its most recent
evaluation of such disclosure controls and procedures prior to the date hereof,
to Parent's auditors and the audit committee of Parent's Board of Directors (1)
any significant deficiencies and material weaknesses in the design or operation
of internal controls over financial reporting that are reasonably likely to
adversely affect in any material respect Parent's ability to record, process,
summarize and report financial information and (2) any fraud, whether or not
material, that involves management or other employees who have a significant
role in Parent's internal controls over financial reporting. Parent has made
available to the Company a summary of any such disclosure made by management to
Parent's auditors and audit committee since January 1, 2003.

     4.25. Ownership of Company Common Stock. At no time during the three year
period ending on the date immediately preceding the date of this Agreement, was
Parent or Merger Sub (or any of the Affiliates or associates of either) an
"interested stockholder" of the Company as defined in Section 203 of the DGCL.
Neither Parent nor any of its Affiliates or associates (as such term is defined
under the Exchange Act), (a) beneficially owns, directly or indirectly, or (b)
is a party to any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of, in each case, shares of Company
Common Stock representing in the aggregate more than 5% of the outstanding
shares of Company Common Stock.

     4.26. Adequate Financing. Parent has, and will have as of the Effective
Time, adequate cash financing to enable it to pay (i) the aggregate Cash
Consideration required by Section 1.4 hereof and (ii) the amounts necessary for
it to comply with the repurchase offer obligations of Section 6.16 hereof.

     4.27. Insurance. Parent maintains with reputable insurers insurance and
indemnity bonds providing coverage for Parent and its Subsidiaries against all
risks normally insured and bonded against by companies in similar lines of
business as Parent.



                                       48



All premiums required to be paid with respect thereto covering all periods up to
and including the Closing Date have been, or shall in the ordinary course be,
paid. No notice of cancellation or termination has been received with respect to
any such policy as of the date hereof, and all such insurance policies are in
full force and effect and will remain in full force and effect up to and
including the Closing Date and all claims thereunder have been filed in due and
timely fashion.

                                   ARTICLE V
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     5.1. Covenants of the Company. During the period from the date of this
Agreement and continuing until the Effective Time, except as expressly
contemplated or permitted by this Agreement or with the prior written consent of
Parent, the Company shall, and shall cause its Subsidiaries to, carry on their
respective businesses in the ordinary course consistent with past practice and
in compliance in all material respects with all applicable laws and regulations.
The Company will use its reasonable best efforts to (x) preserve its business
organization and that of its Subsidiaries intact, (y) keep available to itself
and Parent the present services of the current officers and employees of the
Company and its Subsidiaries, and (z) preserve for itself and Parent the
existing business relationships and the goodwill of the customers, vendors and
distributors of the Company and its Subsidiaries and others with whom business
relationships exist. Without limiting the generality of the foregoing, and
except as set forth in Section 5.1 of the Company Disclosure Schedule or as
otherwise contemplated by this Agreement or consented to in writing by Parent,
the Company shall not, and shall not permit any of its Subsidiaries to:

          (a) other than dividends from one Subsidiary to another Subsidiary or
     to the Company, declare, set aside, or pay any dividends on, or make any
     other distributions in respect of, any of its capital stock;

          (b) (i) split, combine or reclassify any shares of its capital stock,
     or issue or authorize or propose the issuance of any other securities in
     respect of, in lieu of or in substitution for shares of its capital stock;
     (ii) repurchase, redeem or otherwise acquire any shares of the capital
     stock of the Company or any of its Subsidiaries, or any securities
     convertible into or exercisable for any shares of the capital stock of the
     Company or any of its Subsidiaries; or (iii) issue, deliver or sell, or
     authorize or propose the issuance, delivery or sale of, any shares of its
     capital stock or any securities convertible into or exercisable for, or any
     rights, warrants or options to acquire, any such shares, or enter into any
     agreement with respect to any of the foregoing, except, in the case of this
     clause (iii), for the issuance of Company Common Stock upon the exercise of
     options, warrants or other rights to purchase Company Common Stock
     outstanding and in existence on the date of this Agreement in accordance
     with their terms in existence as of the date of this Agreement;

                                       49


          (c) amend its Corrected Amended and Restated Certificate of
     Incorporation, Amended and Restated Bylaws or other similar governing
     documents;

          (d) acquire or agree to acquire, by merging or consolidating with, or
     by purchasing a substantial equity interest in or a substantial portion of
     the assets of, or by any other manner, any business or any corporation,
     partnership, association or other business organization or division thereof
     or otherwise acquire any material amount of assets;

          (e) take any action or fail to take any action that is intended or may
     reasonably be expected to result in any of its representations and
     warranties set forth in this Agreement being or becoming untrue in any
     material respect, or in any of the conditions to the Merger set forth in
     Article VII not being satisfied;

          (f) change its methods of accounting in effect at September 30, 2004,
     except as required to comply with changes in GAAP as concurred with by the
     Company's independent auditors;

          (g) (i) except as required by applicable law or as required to
     maintain qualification pursuant to the Code, adopt, enter into, amend,
     renew or terminate any employee benefit plan (including, without
     limitation, any Company Benefit Plan) or any agreement, arrangement, plan
     or policy between the Company or any Subsidiary of the Company and one or
     more of its current or former directors, officers or employees, (ii) except
     for normal increases to employees other than directors and officers of the
     Company that are made in the ordinary course of business consistent with
     past practice and except as required by applicable law, increase in any
     manner the compensation or fringe benefits of any director, officer or
     employee or pay any benefit not required by any Company Benefit Plan or
     agreement as in effect as of the date hereof (including, without
     limitation, the granting of stock options, stock appreciation rights,
     restricted stock, restricted stock units or performance units or shares) or
     (iii) make any loans to any of its officers, directors, employees,
     Affiliates, agents or consultants or make any change in its existing
     borrowing or lending arrangements for or on behalf of any of such Persons,
     whether pursuant to an employee benefit plan or otherwise;

          (h) take or cause to be taken, or fail to take or cause to be taken,
     any action that could reasonably be expected to disqualify the Merger as a
     reorganization under Section 368(a) of the Code;

          (i) sell, lease, encumber, assign or otherwise dispose of, or agree to
     sell, lease, encumber, assign or otherwise dispose of, abandon or fail to
     maintain any of its assets, properties or other rights or agreements, other
     than dispositions of inventory;

          (j) create, incur, assume, or suffer to exist any indebtedness or
     issuances of debt securities or assume, guarantee, endorse or otherwise as
     an accommodation become responsible for the obligations of any Person;

                                       50


          (k) (i) enter into, renew, amend or waive in any material manner, or
     fail to perform any obligation under, or terminate or give notice of a
     proposed renewal or material amendment, waiver or termination of, any
     Company Contract, agreement or lease to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     or their respective properties is bound, other than in the ordinary course
     of business (and as to which the Company shall provide prior notice to
     Parent), (ii) enter into, renew, amend, waive or terminate, or give notice
     of a proposed renewal, amendment, waiver or termination of, any Company
     Sprint Agreement or (iii) enter into any agreement, letter of intent or
     agreement in principle (whether or not binding) relating to any Acquisition
     Proposal (other than a confidentiality agreement of the type contemplated
     by Section 6.2 in accordance with the terms of such Section 6.2);

          (l) take or cause to be taken any action that could reasonably be
     expected to delay the consummation of the transactions contemplated hereby,
     including without limitation, the consummation of the Merger and the filing
     and the effectiveness of the Form S-4;

          (m) make any material election relating to Taxes, change any material
     election relating to Taxes already made, adopt any new accounting method
     relating to Taxes, change any accounting method relating to Taxes unless
     required by GAAP, enter into any closing agreement relating to Taxes,
     settle any claim or assessment relating to Taxes or consent to any claim or
     assessment relating to Taxes or any waiver of the statute of limitations
     for any such claim or assessment;

          (n) enter into or amend in any material manner any contract, agreement
     or arrangement with any officer, director, employee, consultant or
     stockholder of the Company or any of its Subsidiaries or with any Affiliate
     or associate (as such term is defined under the Exchange Act) of any of the
     foregoing;

          (o) (i) acquire additional territory or related assets from Sprint
     PCS, or (ii) acquire, or participate in any auction or other process
     related to the acquisition of, personal communications service licenses or
     wireless spectrum, in each case notwithstanding anything to the contrary
     set forth in this Agreement or the Company Disclosure Schedule;

          (p) authorize for issuance, issue, deliver, sell, pledge, dispose of,
     encumber or grant any lien on, or authorize or propose the issuance,
     delivery, sale, pledge, disposition of, encumbrance or grant of any lien
     on, any shares of its capital stock or capital stock of any of its
     Subsidiaries, or other voting securities or any securities convertible into
     or exercisable for, or any rights, warrants or options to acquire, any such
     securities or voting securities or any other ownership interest (or
     interest the value of which is derived by reference to any of the
     foregoing);

          (q) pay, satisfy, discharge or settle any claims, liabilities or
     obligations (absolute, accrued, contingent or otherwise), other than in the
     ordinary course of business and consistent with past practice;

                                       51


          (r) make any loans, advances or capital contributions to, or
     investments in any other Person;

          (s) enter into any new line of business;

          (t) enter into, implement, or otherwise become subject to or bound by
     any new employment agreement, arrangement, commitment or program which
     provides for severance payments or benefits, individually or in the
     aggregate, or amend any existing employment agreement, arrangement,
     commitment or program in a manner that increases any severance payments or
     benefits;

          (u) make any capital expenditures other than those which are in the
     budget set forth in Section 5.1(u) of the Company Disclosure Schedule,
     provided that the Company shall, and shall cause its Subsidiaries to,
     consult with Parent prior to making, or committing to make, any capital
     expenditures on its network;

          (v) voluntarily permit any material insurance policy naming the
     Company or any Subsidiary of the Company as a beneficiary or a loss payee
     to be canceled or terminated other than in the ordinary course of business;

          (w) fund any trust under any indemnity agreement or any other
     agreement or arrangement with any current or former director, officer or
     other employee of the Company or any of its Subsidiaries;

          (x) agree or commit to do any of the foregoing.

     5.2. Covenants of Parent. During the period from the date of this Agreement
and continuing until the Effective Time, except as expressly contemplated or
permitted by this Agreement or with the prior written consent of the Company,
Parent shall use its reasonable best efforts to (x) preserve its business
organization and that of its Subsidiaries intact, (y) keep available to itself
the present services of the current officers and employees of Parent and its
Subsidiaries and (z) preserve for itself the existing business relationships and
the goodwill of the customers, vendors and distributors of Parent and its
Subsidiaries and others with whom business relationships exist. Without limiting
the generality of the foregoing, and except as set forth in Section 5.2 of the
Parent Disclosure Schedule or as otherwise contemplated by this Agreement or
consented to in writing by the Company, Parent shall not, and shall not permit
any of its Subsidiaries to:

          (a) declare or pay any dividends on or make any other distributions in
     respect of any of its capital stock, other than (i) dividends from one
     Subsidiary to another Subsidiary or to Parent, and (ii) regular dividends
     in respect of shares of Parent Series B Preferred Stock and Parent Series C
     Preferred Stock;

          (b) take any action or fail to take any action that is intended or may
     reasonably be expected to result in any of its representations and
     warranties set forth in this Agreement being or becoming untrue in any
     material respect, or in any of the conditions to the Merger set forth in
     Article VII not being satisfied on a timely basis;


                                       52


          (c) change its methods of accounting in effect at December 31, 2003
     except as required by changes in GAAP as concurred to by Parent's
     independent auditors;

          (d) (i) amend the certificate of incorporation of Parent (except to
     authorize additional common shares) or (ii) amend the Certificate of
     Incorporation of Merger Sub;

          (e) take or cause to be taken, or fail to take or cause to be taken,
     any action which would reasonably be expected to disqualify the Merger as a
     tax free reorganization under Section 368(a) of the Code;

          (f) enter into any agreement to acquire or purchase (whether by
     merger, acquisition of equity or assets, joint venture or otherwise) any
     Person or any interest in any Person if such acquisition or purchase would
     cause a material delay in or prevent the receipt of any antitrust or
     competition law approval necessary for the consummation of the Merger,
     unless prior to taking such action Parent reasonably determines that such
     action would not be reasonably expected to cause such effect; or

          (g) authorize, or commit or agree to do any of the foregoing.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

     6.1. Regulatory Matters.

          (a) As promptly as reasonably practicable following the date hereof,
     Parent and the Company shall cooperate in preparing and shall cause to be
     filed with the SEC mutually acceptable proxy materials which shall
     constitute the joint proxy statement/prospectus relating to the matters to
     be submitted to the Company stockholders at the Company Stockholders
     Meeting and to the Parent stockholders at the Parent Stockholders Meeting
     (such joint proxy statement/prospectus, and any amendments or supplements
     thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare
     and file with the SEC a registration statement on Form S-4 (of which the
     Joint Proxy Statement/Prospectus shall be a part) with respect to the
     issuance of Parent Common Stock in the Merger (such Form S-4, and any
     amendments or supplements thereto, the "Form S-4"). Each of Parent and the
     Company shall use reasonable best efforts to have the Joint Proxy
     Statement/Prospectus cleared by the SEC and the Form S-4 declared effective
     by the SEC and to keep the Form S-4 effective as long as is necessary to
     consummate the Merger and the transactions contemplated thereby. Parent and
     the Company shall, as promptly as practicable after receipt thereof,
     provide the other party copies of any written comments and advise the other
     party of any oral comments with respect to the Joint Proxy
     Statement/Prospectus or Form S-4 received from the SEC. Each party shall
     cooperate and provide the other party with a reasonable opportunity to
     review and comment on any amendment or supplement to the Joint Proxy
     Statement/Prospectus and the Form S-4 prior to filing such with the SEC,
     and each party will provide the other party with a copy of all such filings
     made with the SEC. Parent



                                       53



     shall use its reasonable best efforts to take any action required to be
     taken under any applicable state securities laws in connection with the
     Merger and each party shall furnish all information concerning it and the
     others of its capital stock as may be reasonably requested in connection
     with any such action. Each party will advise the other party, promptly
     after it receives notice thereof, of the time when the Form S-4 has become
     effective, the issuance of any stop order, the suspension of the
     qualification of the Parent Common Stock issuable in connection with the
     Merger for offering or sale in any jurisdiction, or any request by the SEC
     for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If
     at any time prior to the Effective Time any information relating to either
     of the parties, or their respective Affiliates, officers or directors,
     should be discovered by either party which should be set forth in an
     amendment or supplement to any of the Form S-4 or the Joint Proxy
     Statement/Prospectus so that such documents would not include any
     misstatement of a material fact or omit to state any material fact
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading, the party which discovers such
     information shall promptly notify the other party hereto and, to the extent
     required by law, rules or regulations, an appropriate amendment or
     supplement describing such information shall be promptly filed with the SEC
     and disseminated to the stockholders of Parent and the Company. Parent
     shall also use its reasonable best efforts to obtain prior to the effective
     date of the Form S-4 all necessary state securities law or "Blue Sky"
     permits and approvals required in connection with the Merger and the other
     transactions contemplated by this Agreement and will pay all expenses
     incident thereto; provided, that Parent shall not be required to qualify to
     do business in any jurisdiction in which it is not now so qualified to do
     business, to file a general consent to service of process in any
     jurisdiction in which it is not now so qualified or to subject itself to
     taxation in any jurisdiction in which it is not now so qualified to do
     business.

          (b) The parties hereto shall cooperate with each other and use their
     reasonable best efforts to promptly prepare and file all necessary
     documentation, to effect all applications, notices, petitions and filings
     and to obtain as promptly as practicable all permits, consents, approvals
     and authorizations of all third parties or Governmental Entities that are
     necessary or advisable to consummate the transactions contemplated by this
     Agreement (including, without limitations, any filings required under the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
     Act")). The Company and Parent shall have the right to review in advance,
     and to the extent practicable each will consult the other on, in each case
     subject to applicable laws relating to the exchange of information, all the
     information relating to the Company or Parent, as the case may be, and any
     of their respective Subsidiaries, that appears in any filing made with, or
     written materials submitted to, any third party or any Governmental Entity
     in connection with the transactions contemplated by this Agreement. The
     terms of this Section 6.1(b) shall not apply to documents filed pursuant to
     Item 4(c) of the Pre-Merger Notification and Report Form filed under the
     HSR Act or communications regarding the same or documents or information
     submitted in response to any request for additional information or
     documents pursuant to the HSR Act which reveal Parent's or the Company's
     negotiating objectives or strategies or purchase price expectations. In
     exercising the foregoing right, each of the parties hereto shall act
     reasonably and as promptly as practicable. The parties hereto agree that
     they will consult with each other


                                       54



     with respect to the obtaining of all permits, consents, approvals and
     authorizations of all third parties or Governmental Entities necessary or
     advisable to consummate the transactions contemplated by this Agreement and
     each party will keep the other apprised of the status of matters relating
     to consummation of the transactions contemplated hereby.

          (c) Parent and the Company shall, upon request, furnish each other
     with all information concerning themselves, their Subsidiaries, directors,
     officers and stockholders and such other matters as may be reasonably
     necessary or advisable in connection with the Joint Proxy
     Statement/Prospectus, the Form S-4 or any other statement, filing, notice
     or application made by or on behalf of Parent, the Company or any of their
     respective Subsidiaries to any Governmental Entity in connection with the
     Merger and the other transactions contemplated by this Agreement
     (including, without limitation, any such statement, filing notice or
     application mode under the HSR Act).

          (d) Parent and the Company shall promptly furnish each other with
     copies of written communications received by Parent or the Company, as the
     case may be, or any of their respective Subsidiaries from, or delivered by
     any of the foregoing to, any Governmental Entity in respect of the
     transactions contemplated by this Agreement.

          (e) Each of Parent and the Company shall use its reasonable best
     efforts to take such action as may be required to cause the expiration of
     the notice periods under the HSR Act with respect to the Merger and the
     other transactions contemplated herein as promptly as possible after the
     date hereof; provided, however, that nothing in this Section 6.1 shall
     require Parent or Merger Sub to agree to the imposition of conditions of
     any requirement of divestiture as a result of antitrust concerns.

     6.2. No Solicitation.

          (a) The Company shall, and shall cause its Subsidiaries and each of
     their respective Affiliates, directors, officers, employees, agents and
     representatives (including any investment banker, financial advisor,
     attorney, accountant or other representative retained by the Company or any
     of its Subsidiaries) shall immediately cease any discussions or
     negotiations with any other parties that may be ongoing with respect to the
     possibility or consideration of any Acquisition Proposal. From the date of
     this Agreement through the Effective Time, the Company shall not, nor shall
     it permit any of its Subsidiaries to, nor shall it authorize or permit any
     of its or its Subsidiaries' directors, officers or employees or any
     investment banker, financial advisor, attorney, accountant or other
     representative retained by it or any of its Subsidiaries to, directly or
     indirectly through another Person, (i) solicit, initiate or encourage
     (including by way of furnishing information or assistance), or take any
     other action designed to facilitate or encourage any inquiries or the
     making of any proposal that constitutes, or is reasonably likely to lead
     to, any Acquisition Proposal, (ii) participate in any discussions or
     negotiations regarding any Acquisition Proposal or (iii) make or authorize
     any statement, recommendation or solicitation in support of any Acquisition
     Proposal. Any violation of

                                       55



     the foregoing restrictions by any representative of the Company, whether or
     not such representative is so authorized and whether or not such
     representative is purporting to act on behalf of the Company or otherwise,
     shall be deemed to be a breach of this Agreement by the Company.

          (b) (i) Notwithstanding the foregoing, the Board of Directors of the
     Company shall be permitted, prior to obtaining the Company Stockholder
     Approval, to engage in discussions and negotiations with, or provide any
     nonpublic information or data to, any Person in response to an unsolicited
     bona fide written Acquisition Proposal by such Person first made after the
     date of this Agreement which its Board of Directors concludes in good faith
     (after consultation with outside counsel and its financial advisor)
     constitutes or could reasonably be expected to lead to a Superior Proposal,
     if and only to the extent that the Board of Directors of the Company
     reasonably determines in good faith (after consultation with outside legal
     counsel) that it is required to do so in order to comply with its fiduciary
     duties under applicable law and subject to compliance with the other terms
     of this Section 6.2 and to first entering into a confidentiality agreement
     having provisions that are no less restrictive to such Person than those
     contained in the Confidentiality Agreement.

               (ii) The Company shall notify Parent promptly (but in no event
          later than 24 hours) after receipt of any Acquisition Proposal, or any
          request for nonpublic information relating to the Company or any of
          its Subsidiaries by any Person that informs the Company or any of its
          Subsidiaries that it is considering making, or has made, an
          Acquisition Proposal, or any inquiry from any Person seeking to have
          discussions or negotiations with the Company relating to a possible
          Acquisition Proposal. Such notice shall be made orally and confirmed
          in writing, and shall indicate the identity of the Person making the
          Acquisition Proposal, inquiry or request and the material terms and
          conditions of any inquiries, proposals or offers (including a copy
          thereof if in writing and any related documentation or
          correspondence). The Company shall also promptly, and in any event
          within 24 hours, notify Parent, orally and in writing, if it enters
          into discussions or negotiations concerning any Acquisition Proposal
          or provides nonpublic information or data to any Person in accordance
          with this Section 6.2(b) and keep Parent informed of the status and
          terms of any such proposals, offers, discussions or negotiations on a
          current basis, including by providing a copy of all material
          documentation or correspondence relating thereto.

               (iii) Nothing contained in this Section 6.2 shall prohibit the
          Company or its Subsidiaries from taking and disclosing to its
          shareholders a position as required by Rule 14e-2(a) or Rule 14d-9
          promulgated under the Exchange Act; provided, however, that compliance
          with such rules shall not in any way limit or modify the effect that
          any action taken pursuant to such rules has under any other provision
          of this Agreement.

                                       56


          (c) The Company agrees that (i) it will and will cause its
     Subsidiaries, and its and their officers, directors, agents,
     representatives and advisors to, cease immediately and terminate any and
     all existing activities, discussions or negotiations with any third parties
     conducted heretofore with respect to any Acquisition Proposal, and (ii) it
     will not release any third party from, or waive any provisions of, any
     confidentiality or standstill agreement to which it or any of its
     Subsidiaries is a party with respect to any Acquisition Proposal.

          (d) Nothing in this Section 6.2 shall (x) permit the Company to
     terminate this Agreement or (y) affect any other obligation of the Company
     under this Agreement. The Company shall not submit to the vote of its
     shareholders any Acquisition Proposal other than the Merger.

          (e) For purposes of this Agreement, the term "Acquisition Proposal"
     means any inquiry, proposal or offer, filing of any regulatory application
     or notice (whether in draft or final form) or disclosure of an intention to
     do any of the foregoing from any Person relating to any (w) direct or
     indirect acquisition or purchase of a business that constitutes a
     substantial portion of the net revenues, net income or assets of the
     Company or any of its Subsidiaries, (x) direct or indirect acquisition or
     purchase of any class of equity securities representing 10% or more of the
     voting power of the Company or any of its Subsidiaries, (y) tender offer or
     exchange offer that if consummated would result in any Person beneficially
     owning 10% or more of the voting power of the Company, or (z) merger,
     consolidation, business combination, recapitalization, liquidation,
     dissolution or similar transaction involving the Company or any of its
     Subsidiaries, in each case other than the transactions contemplated by this
     Agreement.

          (f) For purposes of this Agreement, "Superior Proposal" means a bona
     fide written Acquisition Proposal which the Board of Directors of the
     Company determines in good faith, after consultation with its financial
     advisors and legal advisors, taking into account all legal, financial,
     regulatory and other aspects of the proposal and the Person making the
     proposal (including any break-up fees, expense reimbursement provisions and
     conditions to consummation), (i) is more favorable to the shareholders of
     the Company from a financial point of view than the transactions
     contemplated by this Agreement and (ii) is fully financed or reasonably
     capable of being fully financed, reasonably likely to receive all required
     governmental approvals on a timely basis and otherwise reasonably capable
     of being completed on the terms proposed; provided that, for purposes of
     this definition of "Superior Proposal," the term Acquisition Proposal shall
     have the meaning assigned to such term in Section 6.2(e) except that any
     reference to "10% or more" in the definition of "Acquisition Proposal"
     shall be deemed to be a reference to "a majority" and "Acquisition
     Proposal" shall only be deemed to refer to a transaction involving the
     Company.

     6.3. Access to Information.

          (a) Upon reasonable notice and subject to applicable laws relating to
     the exchange of information, the Company shall, and shall cause each of its


                                       57


     Subsidiaries to, afford to the officers, employees, accountants, counsel
     and other representatives of Parent, access, during normal business hours
     during the period prior to the Effective Time, to all its properties,
     books, contracts, commitments, records, officers, employees, accountants,
     counsel and other representatives and, during such period, the Company
     shall, and shall cause its Subsidiaries to, make available to Parent all
     information concerning its business, properties and personnel as Parent may
     reasonably request. Neither the Company nor any of its Subsidiaries shall
     be required to provide access to or to disclose information where such
     access or disclosure would violate or prejudice the rights of the Company's
     customers, jeopardize any attorney-client privilege or contravene any law,
     rule, regulation, order, judgment, decree, fiduciary duty or binding
     agreement entered into prior to the date of this Agreement. The parties
     hereto will make appropriate substitute disclosure arrangements under
     circumstances in which the restrictions of the preceding sentence apply.
     The Company shall consult with Parent's management on a regular basis
     regarding the conduct of the business and operations of the Company and its
     Subsidiaries.

          (b) Upon reasonable notice and subject to applicable laws relating to
     the exchange of information, Parent shall, and shall cause its Subsidiaries
     to, afford to the officers, employees, accountants, counsel and other
     representatives of the Company, access, during normal business hours during
     the period prior to the Effective Time, to such information, properties and
     personnel regarding Parent and its Subsidiaries as shall be reasonably
     necessary for the Company to fulfill its obligations pursuant to this
     Agreement or that may be reasonably necessary for the Company to confirm
     that the representations and warranties of Parent contained herein are true
     and correct and that the covenants of Parent contained herein have been
     performed in all material respects. Neither Parent nor any of its
     Subsidiaries shall be required to provide access to or to disclose
     information where such access or disclosure would violate or prejudice the
     rights of Parent's customers, jeopardize any attorney-client privilege or
     contravene any law, rule, regulation, order, judgment, decree, fiduciary
     duty or binding agreement entered into prior to the date of this Agreement.
     The parties hereto will make appropriate substitute disclosure arrangements
     under circumstances in which the restrictions of the preceding sentence
     apply.

          (c) All information furnished by either party to the other party or
     its representatives pursuant hereto shall be subject to, and the parties
     shall hold such information in confidence in accordance with, the
     provisions of the confidentiality agreement, dated as of November 26, 2004
     (the "Confidentiality Agreement"), between the Company and Parent.

          (d) No investigation by either of the parties or their respective
     representatives shall affect the representations, warranties, covenants or
     agreements of the other set forth herein.

     6.4. Stockholder Meetings.

          (a) The Company shall take all steps necessary to duly call, give
     notice of, convene and hold a meeting of its stockholders (the "Company


                                       58



     Stockholders Meeting") to be held as soon as is reasonably practicable
     after the date on which the Form S-4 becomes effective for the purpose of
     voting upon the adoption of this Agreement and the consummation of the
     transactions contemplated hereby. The Company will, through its Board of
     Directors, recommend to its stockholders approval and adoption of this
     Agreement and the transactions contemplated hereby; provided, however, that
     the Company's Board of Directors may withdraw, modify, condition or refuse
     to make such recommendation if (i) the Company is not in breach of, and has
     not breached, any of the provisions of Section 6.2, (ii) the Company
     receives an unsolicited, bona fide written takeover proposal which
     constitutes a Superior Proposal, and (iii) the Company's Board of Directors
     determines in good faith after consultation with its outside financial and
     legal advisors that the failure to take such action would reasonably be
     likely to breach its fiduciary obligations under applicable law.
     Notwithstanding anything to the contrary herein, unless this Agreement has
     been terminated, this Agreement shall be submitted to the stockholders of
     the Company at such meeting for the purpose of voting on the approval and
     adoption of this Agreement and nothing contained herein shall be deemed to
     relieve the Company of such obligations.

          (b) Parent shall take all steps necessary to duly call, give notice
     of, convene and hold a meeting of its stockholders (the "Parent
     Stockholders Meeting") to be held as soon as is reasonably practicable
     after the date on which the Form S-4 becomes effective for the purpose of
     voting upon the approval of the issuance of shares of Parent Common Stock
     pursuant to the Merger. Parent will, through its Board of Directors,
     recommend to its stockholders approval of the issuance of shares of Parent
     Common Stock pursuant to the Merger; provided, however, that Parent's Board
     of Directors may withdraw, modify, condition or refuse to make such
     recommendation if it determines in good faith after consultation with its
     outside financial and legal advisors that the failure to take such action
     would reasonably be likely to breach its fiduciary obligations under
     applicable law. Notwithstanding anything to the contrary herein, unless
     this Agreement has been terminated, this Agreement shall be submitted to
     the stockholders of Parent at such meeting for the purpose of voting on the
     approval and adoption of this Agreement and nothing contained herein shall
     be deemed to relieve Parent of such obligations.

     6.5. Affiliates. The Company shall use its reasonable best efforts to cause
each director, executive officer and other Person who is an "affiliate" (for
purposes of Rule 145 under the Securities Act) of the Company to deliver to
Parent, as soon as practicable after the date of this Agreement, a written
agreement in the form of Exhibit 6.5 hereto.

     6.6. Nasdaq Listing. Parent shall use reasonable best efforts to cause the
shares of Parent Common Stock to be issued in the Merger and upon exercise of
the Company Warrants to be approved for listing on Nasdaq.

     6.7. Employee Benefit Plans; Existing Agreements.

          (a) Following the Effective Time, Parent shall continue to provide to
     individuals who are employed by the Company and its Subsidiaries as of the


                                       59


     Effective Time who remain employed with Parent or any Subsidiary of Parent
     ("Affected Employees"), for so long as such Affected Employees remain
     employed by Parent or any Subsidiary of Parent, employee benefits (i)
     pursuant to the Company Plans as in effect immediately prior to the
     Effective Time or (ii) pursuant to Parent Plans provided to similarly
     situated employees of Parent (it being understood that inclusion of
     Affected Employees in the employee benefit plans of Parent or a Subsidiary
     of Parent may occur at different times with respect to different plans) on
     terms no less favorable in the aggregate than the employee benefits
     provided to similarly situated employees of Parent.

          (b) Parent shall, or shall cause its Affiliates to, give Affected
     Employees full credit for purposes of eligibility, vesting and
     determination of the level of benefits under (but not for accrual of
     pension benefits) any Parent Plan for such Affected Employees' service with
     the Company or any Subsidiary of the Company (or any predecessor entity) to
     the same extent that such service was credited for purposes of any Company
     Plan immediately prior to the Effective Time.

          (c) Parent shall, or shall cause its Affiliates to, (i) waive all
     limitations as to pre-existing conditions, exclusions and waiting periods
     with respect to participation and coverage requirements applicable to the
     Affected Employees under any welfare benefit plans in which such employees
     may participate after the Effective Time, to the extent such limitations or
     periods have been satisfied as of the Effective Time (or date of
     participation in any such plan if later) under any analogous Company Plan,
     and (ii) provide each Affected Employee with credit for any co-payments and
     deductibles paid prior to the Effective Time (or date of participation in
     any such plan if later) during the calendar year in which the Effective
     Time (or date of participation in any such plan if later) occurs for
     purposes of satisfying any applicable deductible or out-of-pocket
     requirements under any welfare plans that such employees participate in
     after the Effective Time.

          (d) Following the Effective Time, Parent shall honor, fulfill and
     discharge and shall cause the appropriate Subsidiaries of Parent to honor,
     fulfill and discharge in accordance with their terms the Company Plans (as
     in effect as of Effective Time) which have been disclosed in the Company
     Disclosure Schedule and previously have been made available or delivered to
     Parent; provided, however, that nothing herein shall prevent Parent from
     amending or terminating any Company Plans in accordance with the terms of
     such Company Plans.

          (e) Nothing in this Agreement shall be construed as requiring Parent
     or any of its Affiliates to employ any Affected Employee for any length of
     time following the Closing Date. Nothing in this Section 6.7 shall be
     construed as conferring upon any Person other than the parties hereto
     (including but not limited to any Affected Employee) any rights or remedies
     hereunder.

          (f) The Company shall use reasonable best efforts to receive on or
     prior to the Effective Time from each of the individuals listed on Section
     6.7(f) of the Company Disclosure Schedule written acknowledgements (in form
     and substance


                                       60


     reasonably satisfactory to Parent) of the full satisfaction of their rights
     under the agreements listed on such Section 6.7(f) of the Company
     Disclosure Schedule.

     6.8. Indemnification.

          (a) In the event of any threatened or actual claim, action, suit,
     proceeding or investigation, whether civil, criminal or administrative,
     including any such claim, action, suit, proceeding or investigation in
     which any Person who is now, or has been at any time prior to the date of
     this Agreement, or who becomes prior to the Effective Time, a director or
     officer of the Company or any of its Subsidiaries (the "Indemnified
     Parties") is, or is threatened to be, made a party based in whole or in
     part on, or arising in whole or in part out of, or pertaining to (i) the
     fact that he is or was a director or officer of the Company or any of its
     Subsidiaries or (ii) this Agreement or any of the transactions contemplated
     hereby, whether in any case asserted or arising before or after the
     Effective Time, the parties hereto agree to cooperate and use their best
     efforts to defend against and respond thereto. It is understood and agreed
     that after the Effective Time, Parent shall, and shall cause the Surviving
     Corporation to, indemnify and hold harmless, to the fullest extent
     permitted by law, each such Indemnified Party against any losses, claims,
     damages, liabilities, costs, expenses (including advances of reasonable
     attorney's fees and expenses prior to the final disposition of any claim,
     suit, proceeding or investigation to each Indemnified Party to the fullest
     extent permitted by law upon receipt of any undertaking required by
     applicable law), judgments, fines and amounts paid in settlement in
     connection with any such threatened or actual claim, action, suit,
     proceeding or investigation, and in the event of any such threatened or
     actual claim, action, suit, proceeding or investigation (whether asserted
     or arising before or after the Effective Time), the Indemnified Parties may
     retain counsel reasonably satisfactory to them after consultation with
     Parent; provided, however, that (1) Parent shall have the right to assume
     the defense thereof and upon such assumption Parent shall not be liable to
     any Indemnified Party for any legal expenses of other counsel or any other
     expenses subsequently incurred by any Indemnified Party in connection with
     the defense thereof, except that if Parent elects not to assume such
     defense or counsel for the Indemnified Parties reasonably advises that
     there are issues which raise conflicts of interest between Parent and the
     Indemnified Parties, the Indemnified Parties may retain counsel reasonably
     satisfactory to them after consultation with Parent, and Parent shall pay
     the reasonable fees and expenses of such counsel for the Indemnified
     Parties, (2) Parent shall in all cases be obligated pursuant to this
     paragraph to pay for only one firm of counsel and any necessary local
     counsel for all Indemnified Parties, (3) Parent shall not be liable for any
     settlement effected without its prior written consent (which consent shall
     not be unreasonably withheld or delayed) and (4) Parent shall have no
     obligation hereunder to any Indemnified Party when and if a court of
     competent jurisdiction shall ultimately determine, and such determination
     shall have become final and nonappealable, that indemnification of such
     Indemnified Party in the manner contemplated hereby is prohibited by
     applicable law. Any Indemnified Party wishing to claim Indemnification
     under this Section 6.8, upon learning of any such claim, action, suit,
     proceeding or investigation, shall notify promptly Parent thereof, provided
     that the failure to so notify shall not affect the obligations of Parent
     under this Section 6.8 except to the extent such failure to notify
     prejudices Parent. Parent's obligations under this Section 6.8 shall


                                       61



     continue in full force and effect for a period of six (6) years from the
     Effective Time; provided, however, that all rights to indemnification in
     respect of any claim (a "Claim") asserted or made within such period shall
     continue until the final disposition of such Claim.

          (b) Parent shall cause the Persons serving as officers and directors
     of the Company immediately prior to the Effective Time to be covered for a
     period of six years from the Effective Time by the directors' and officers'
     liability insurance policy maintained by the Company (provided that Parent
     may substitute therefor policies of at least the same coverage and amounts
     containing terms and conditions which are not less advantageous than such
     policy) with respect to acts or omissions occurring prior to the Effective
     Time which were committed by such officers and directors in their capacity
     as such; provided, however, that in no event shall Parent be required to
     expend on an annual basis more than 300% of the current amount expended by
     the Company (the "Insurance Amount") to maintain or procure insurance
     coverage, and further provided that if Parent is unable to maintain or
     obtain the insurance called for by this Section 6.8(b) Parent shall use all
     reasonable efforts to obtain as much comparable insurance as is available
     for the Insurance Amount.

          (c) Until six years from the Effective Time, unless otherwise required
     by applicable law, the certificate of incorporation and bylaws of the
     Surviving Corporation shall contain provisions no less favorable with
     respect to the elimination of liability of directors and the
     indemnification of directors and officers (including as to advancement of
     expenses) than are set forth in the Corrected Amended and Restated
     Certificate of Incorporation and Amended and Restated Bylaws of the
     Company, as in effect on the date hereof.

          (d) In the event Parent, the Surviving Corporation or any of their
     successors or assigns (i) consolidates with or merges into any other Person
     and shall not be the continuing or Surviving Company or entity of such
     consolidation or merger, or (ii) transfers or conveys all or substantially
     all of its properties and assets to any Person, then, and in each such
     case, to the extent necessary, proper provision shall be made so that the
     successors and assigns of Parent or the Surviving Corporation, as the case
     may be, assume the obligations set forth in this Section 6.8.

          (e) The provisions of this Section 6.8 are intended to be for the
     benefit of, and shall be enforceable by, each Indemnified Party and his or
     her heirs and representatives and shall not be deemed exclusive of any
     other rights to which an Indemnified Party is entitled, whether pursuant to
     law, contract or otherwise.

     6.9. Reasonable Best Efforts; Additional Agreements.

          (a) Subject to the terms and conditions of this Agreement, each of
     Parent and the Company agrees to cooperate fully with each other and to use
     reasonable best efforts to take, or cause to be taken, all actions, and to
     do, or cause to be done, all things necessary, proper or advisable to
     consummate and make effective, at the time and in the manner contemplated
     by this Agreement, the Merger, including using


                                       62



     reasonable best efforts to lift or rescind any injunction or restraining
     order or other order adversely affecting the ability of the parties to
     consummate the Merger.

          (b) In case at any time after the Effective Time any further action is
     necessary or desirable to carry out the purposes of this Agreement or to
     vest the Surviving Corporation with full title to all properties, assets,
     rights, approvals, immunities and franchises of any of the parties to the
     Merger, the proper officers and directors of each party to this Agreement
     and their respective Subsidiaries shall take all such necessary action as
     may be reasonably requested by Parent.

          (c) Parent and the Company shall use reasonable best efforts to cause
     the Merger to qualify as a reorganization within the meaning of Section
     368(a) of the Code. Officers of Parent and the Company shall execute and
     deliver to Winston & Strawn LLP, counsel to the Company, and Skadden, Arps,
     Slate, Meagher & Flom LLP, counsel to Parent, certificates containing
     appropriate representations at such time or times as may be reasonably
     requested by such law firms, including the effective date of the Form S-4
     and the Effective Time, in connection with their respective deliveries of
     opinions with respect to the Tax treatment of the Merger.

          (d) The Company shall consult with Parent prior to sending any written
     communications to its employees regarding the Merger or this Agreement.

     6.10. Advice of Changes. Parent and the Company shall promptly advise the
other party of any change or event having, or which could be reasonably expected
to have, a Material Adverse Effect on it or which it believes would, or which
could reasonably be expected to, cause or constitute a material breach of any of
its representations, warranties or covenants contained herein. From time to time
prior to the Effective Time (and on the date prior to the Closing Date), each
party will supplement or amend its Disclosure Schedules delivered in connection
with the execution of this Agreement to reflect any matter which, if existing,
occurring or known at the date of this Agreement, would have been required to be
set forth or described in such Disclosure Schedules or which is necessary to
correct any information in such Disclosure Schedules which has been rendered
inaccurate thereby. No supplement or amendment to such Disclosure Schedules
shall have any effect for the purpose of determining the accuracy of the
representations and warranties of the parties contained in Articles III and IV
in order to determine the fulfillment of the conditions set forth in Sections
7.2(a) or 7.3(a) hereof, as the case may be, or the compliance by the Company or
Parent, as the case may be, with the respective covenants and agreements of such
parties contained herein. Notwithstanding anything to the contrary contained
herein, no failure to advise the other party of any change or event referred to
in the first sentence of this Section 6.10, or any failure to provide any
supplement or amendment referred to in the second sentence of this Section 6.10,
shall constitute the failure of any condition set forth in Article VII to be
satisfied unless the underlying Material Adverse Effect, breach or inaccuracy
would independently result in the failure of a condition set forth in Article
VII to be satisfied.

     6.11. Current Information. During the period from the date of this
Agreement to the Effective Time, each party will cause one or more of its
designated


                                       63



representatives to confer on a regular and frequent basis with representatives
of the other party and to report the general status of the ongoing operations of
such party and its Subsidiaries. Each party will promptly notify the other party
of any material change in the normal course of business or in the operation of
the properties of such party or any of its Subsidiaries and of any governmental
complaints, investigations or hearings (or communications indicating that the
same may be contemplated), or the institution or the threat of significant
litigation involving such party or any of its Subsidiaries, and will keep the
other party fully informed of such events.

     6.12. Shelf Registration of Resales of 9 3/8% Notes. In addition to
Parent's requirement to file the Form S-4 and in addition to Parent's
obligations to file a registration statement on Form S-3 pursuant to Section 1.8
with respect to the Company Warrants, the Surviving Corporation shall assume the
Company's shelf registration statement on Form S-3 under the Securities Act
covering the resales by certain selling noteholders of the Company's restricted
9 3/8% Senior Subordinated Discount Notes due 2009 (the "9 3/8% Notes"). Parent
shall use reasonable best efforts to maintain the effectiveness of such
registration statement until the requirements set forth in the Registration
Rights Agreement dated as of February 20, 2004 among the Company and certain
holders of the 9 3/8% Notes expire.

     6.13. Takeover Statute. If any Takeover Statute is or may become applicable
to the Merger or any of the other transactions contemplated by this Agreement,
Parent, the Company and their respective Board of Directors shall grant such
approvals and take such actions as are necessary so that such transactions may
be consummated as promptly as practicable on the terms contemplated by this
Agreement or by the Merger and otherwise act to eliminate or minimize the
effects of such statute or regulation on such transactions.

     6.14. Supplemental Warrant Agreement.

          (a) At least 20 days prior to the Effective Date, the Company shall
     provide ChaseMellon and each holder of ChaseMellon Warrants at the address
     on file with ChaseMellon with the notice required by Section 10(b)(iii) of
     the ChaseMellon Warrant Agreement. Pursuant to Section 8(m) of the
     ChaseMellon Warrant Agreement, if the Company is not the surviving company
     in the Merger, then at the Effective Time, the surviving company and Parent
     must enter into a Supplemental Warrant Agreement and promptly mail to
     ChaseMellon and the holders of the ChaseMellon Warrants a description of
     the supplemental warrant agreement.

          (b) Promptly after the Effective Date, the Company must deliver the
     notice required by Section 2(d) of the Sprint Warrant Agreement. If the
     Company is not the surviving company in the Merger, then at least 10 days
     prior to the Effective Time, the Company must deliver the notice required
     by Section 5 of the Sprint Warrant Agreement.

          (c) At least 20 days prior to the Effective Date, the Company shall
     provide Bankers Trust Company and each holder of Bankers Trust Warrants at
     the



                                       64


     address on file with Bankers Trust Company with the notice required by
     Section 10(b)(iii) of the Bankers Trust Warrant Agreement. Pursuant to
     Section 8(m) of the Bankers Trust Warrant Agreement, if the Company is not
     the surviving company in the Merger, then at the Effective Time, the
     surviving company and Parent must enter into a supplemental warrant
     agreement and promptly mail to Bankers Trust and the holders of the Bankers
     Trust Warrants a description of the supplemental warrant agreement

     6.15. Exchange Offer. Parent shall cause the Surviving Corporation to
assume all of the Company's obligations set forth in the Registration Rights
Agreement dated as of October 25, 2004 among the Company and holders of the
Company's First Priority Senior Secured Floating Rate Notes due 2009, including,
without limitation, the requirement to consummate the exchange offer described
therein. Parent expressly agrees that, to the extent such exchange offer has not
been consummated prior to the Effective Time, Parent shall cause the Surviving
Corporation to complete such exchange offer on the terms set forth therein.

     6.16. Repurchase Offer; Company Indentures.

          (a) Parent shall, or shall cause the surviving company in the Merger
     to, comply with all requirements of the Company Indentures. Without
     limiting the foregoing, Parent shall, or shall cause the surviving company,
     to effect the repurchase offers which may be required pursuant to Section
     3.9 of each of the Company Indentures.

          (b) The Company and Merger Sub shall, at or prior to the Effective
     Time, enter into such supplemental indentures as may be required pursuant
     to the terms of the Company Indentures in connection with the Merger.



                                  ARTICLE VII
                              CONDITIONS PRECEDENT

     7.1. Conditions to Each Party's Obligation To Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to
the satisfaction at or prior to the Effective Time of the following conditions:

          (a) Stockholder Approval. The Company shall have obtained the Company
     Stockholder Approval and Parent shall have obtained the Parent Stockholder
     Approval.

          (b) Nasdaq Listing. The shares of Parent Common Stock that shall be
     issued to the stockholders of the Company upon consummation of the Merger
     shall have been authorized for listing on Nasdaq.

          (c) Regulatory Approvals. All waiting periods, if any, under the HSR
     Act with respect to the Merger shall have expired or been terminated.

                                       65


          (d) Form S-4. The Form S-4 shall have become effective under the
     Securities Act and no stop order suspending the effectiveness of the Form
     S-4 shall have been issued and no proceedings for that purpose shall have
     been initiated or threatened by the SEC.

          (e) No Injunctions or Restraints; Illegality. No judgment, order,
     injunction or decree issued by any court or agency of competent
     jurisdiction or other legal restraint or prohibition (an "Injunction")
     preventing the consummation of the Merger shall be in effect. No statute,
     rule, regulation, order, injunction or decree shall have been enacted,
     entered, promulgated or enforced by any Governmental Entity that prohibits
     or makes illegal the consummation of the Merger.

          (f) Sprint Consent. The consent of Sprint PCS required pursuant to the
     terms of the Company Sprint Agreements shall have been obtained and not
     revoked.

     7.2. Conditions to Obligations of Parent. The obligation of Parent and
Merger Sub to effect the Merger is also subject to the satisfaction or waiver by
Parent and Merger Sub at or prior to the Effective Time of the following
conditions:

          (a) Representations and Warranties. (1) The representations and
     warranties of the Company set forth in Sections 3.2(a), 3.3, 3.4, 3.7,
     3.9(a), 3.25, 3.27, 3.28, 3.29 and 3.30 shall be true and correct in all
     material respects (except that all representations and warranties qualified
     by materiality or Material Adverse Effect shall be true and correct in all
     respects) at and as of the date of this Agreement and at and as of the
     Effective Time as though made at and as of the Effective Time (except to
     the extent expressly made as of an earlier date, in which case as of such
     date); (2) the representations and warranties of the Company set forth
     herein shall be true and correct at and as of the date of this Agreement
     and at and as of the Effective Time as though made at and as of the
     Effective Time (except to the extent expressly made as of an earlier date,
     in which case as of such date), provided that no representation or warranty
     of the Company shall be deemed untrue or incorrect for purposes of this
     clause (2) as a consequence of the existence of any fact, event or
     circumstance inconsistent with such representation or warranty, unless such
     fact, event or circumstance, individually or taken together with all other
     facts, events or circumstances inconsistent with any representation or
     warranty of the Company, has had or would reasonably be expected to have, a
     Material Adverse Effect on the Company, disregarding for these purposes (x)
     any qualification or exception for, or reference to, materiality in any
     such representation or warranty and (y) any use of the terms "material,"
     "materiality," "in all material respects," "material adverse change,"
     "Material Adverse Effect" or similar terms or phrases in any such
     representation or warranty; and (3) Parent and Merger Sub shall have
     received a certificate, dated the Closing Date, signed on behalf of the
     Company by the Chief Executive Officer and the Chief Financial Officer of
     the Company to such effect.

          (b) Performance of Obligations of the Company. The Company shall have
     performed in all material respects the obligations required to be performed
     by it under this Agreement at or prior to the Closing Date, and Parent and
     Merger Sub shall


                                       66



     have received a certificate signed on behalf of the Company by the Chief
     Executive Officer and the Chief Financial Officer of the Company to such
     effect.

          (c) Federal Income Tax Opinion. Parent shall have received an opinion
     of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Parent ("Parent's
     Counsel"), dated the Closing Date, in form and substance reasonably
     satisfactory to Parent, substantially to the effect that, on the basis of
     facts, representations and assumptions set forth in such opinion that are
     consistent with the state of facts existing at the Effective Time, the
     Merger will be treated as a reorganization within the meaning of Section
     368(a) of the Code. In rendering such opinion, Parent's Counsel may require
     and rely upon representations and covenants, including those contained in
     certificates of officers of Parent, the Company and others, reasonably
     satisfactory in form and substance to such counsel.

          (d) 2004 Form 10-K. The Company shall have timely filed its 2004
     Annual Report on Form 10-K with the SEC (the "2004 Form 10-K"), and such
     2004 Form 10-K shall contain (i) the unqualified opinion of KPMG to the
     effect that the consolidated balance sheets of the Company and its
     Subsidiaries as of September 30, 2004 and 2003, and the related
     consolidated statements of operations, stockholders' deficit, and cash
     flows for each of the years in the three-year period ended September 30,
     2004, as reported in the 2004 Form 10-K fairly present in all material
     respects, the consolidated financial position of the Company and its
     Subsidiaries as of the respective dates thereof, and the results of their
     operations and their cash flows for the fiscal periods set forth therein,
     in accordance with GAAP and (ii) a report of the Company's management on
     the Company's internal control over financial reporting, as required by
     Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), and such
     report (x) shall not reveal any material weakness in the Company's internal
     control over financing reporting not previously disclosed to Parent and (y)
     be attested by KPMG, pursuant to the requirements of Section 404.

     7.3. Conditions to Obligations of the Company. The obligation of the
Company to effect the Merger is also subject to the satisfaction or waiver by
the Company at or prior to the Effective Time of the following conditions:

          (a) Representations and Warranties. (1) The representations and
     warranties of the Company set forth in Sections 4.2(a), 4.3, 4.4, 4.7,
     4.9(a), 4.21, 4.23, 4.24 and 4.25 shall be true and correct in all material
     respects (except that all representations and warranties qualified by
     materiality or Material Adverse Effect shall be true and correct in all
     respects) at and as of the date of this Agreement and at and as of the
     Effective Time as though made at and as of the Effective Time (except to
     the extent expressly made as of an earlier date, in which case as of such
     date); (2) the representations and warranties of Parent and Merger Sub set
     forth herein shall be true and correct at and as of the date of this
     Agreement and at and as of the Effective Time as though made at and as of
     the Effective Time (except to the extent expressly made as of an earlier
     date, in which case as of such date), provided that no representation or
     warranty of Parent and Merger shall be deemed untrue or incorrect for
     purposes of this clause (2) as a consequence of the existence of any fact,
     event or circumstance inconsistent with such


                                       67



     representation or warranty, unless such fact, event or circumstance,
     individually or taken together with all other facts, events or
     circumstances inconsistent with any representation or warranty of Parent
     and Merger Sub, has had or would reasonably be expected to have, a Material
     Adverse Effect on Parent, disregarding for these purposes (x) any
     qualification or exception for, or reference to, materiality in any such
     representation or warranty and (y) any use of the terms "material,"
     "materiality," "in all material respects," "material adverse change,"
     "Material Adverse Effect" or similar terms or phrases in any such
     representation or warranty; and (3) the Company shall have received a
     certificate, dated the Closing Date, signed on behalf of Parent by the
     Chief Executive Officer and the Chief Financial Officer of Parent to such
     effect.

          (b) Performance of Obligations of Parent. Parent and Merger Sub shall
     have performed in all material respects the obligations required to be
     performed by them under this Agreement at or prior to the Closing Date, and
     the Company shall have received a certificate signed on behalf of Parent by
     the Chief Executive Officer and the Chief Financial Officer of Parent to
     such effect.

          (c) Federal Income Tax Opinion. The Company shall have received an
     opinion of Winston & Strawn LLP (the "Company's Counsel"), in form and
     substance reasonably satisfactory to the Company, dated the Closing Date,
     substantially to the effect that, on the basis of facts, representations
     and assumptions set forth in such opinion that are consistent with the
     state of facts existing at the Effective Time, the Merger will be treated
     as a reorganization within the meaning of Section 368(a) of the Code. In
     rendering such opinion, the Company's Counsel may require and rely upon
     representations and covenants, including those contained in certificates of
     officers of Parent, the Company and others, reasonably satisfactory in form
     and substance to such counsel.

                                  ARTICLE VIII
                            TERMINATION AND AMENDMENT

     8.1. Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the matters presented in
connection with the Merger by the stockholders of the Company and Parent:

          (a) by mutual consent of the Company, Parent and Merger Sub in a
     written instrument, if the Board of Directors of each so determines by a
     vote of a majority of the members of its entire Board;

          (b) by either Parent or the Company upon written notice to the other
     party if any Governmental Entity of competent jurisdiction shall have
     issued a final nonappealable order enjoining or otherwise prohibiting the
     Merger;

          (c) by either Parent or the Company if the Merger shall not have been
     consummated on or before June 30, 2005, unless the failure of the Closing
     to occur by such date shall be due to the failure of the party seeking to
     terminate this


                                       68



     Agreement to perform or observe any of the covenants and agreements of such
     party set forth herein;

          (d) by either the Company or Parent (provided that the party
     terminating shall not be in material breach of any of its obligations under
     Section 6.4) if any approval of the stockholders of the Company or Parent
     required for the consummation of the Merger shall not have been obtained
     upon a vote taken thereon at a duly held meeting of such stockholders or at
     any adjournment or postponement thereof;

          (e) by either Parent or the Company (provided that the terminating
     party is not then in material breach of any representation, warranty,
     covenant or other agreement contained herein) if there shall have been a
     breach of any of the representations or warranties set forth in this
     Agreement by the other party, which breach is not cured within thirty days
     following written notice to the party committing such breach, or which
     breach, by its nature, cannot be cured prior to the Closing; provided,
     however, that neither party shall have the right to terminate this
     Agreement pursuant to this Section 8.1(e) unless the breach of
     representation or warranty, together with all other such breaches, would
     entitle the party receiving such representation not to consummate the
     transactions contemplated hereby under Section 7.2(a) (in the case of a
     breach of a representation or warranty by the Company) or Section 7.3(a)
     (in the case of a breach of a representation or warranty by Parent);

          (f) by either Parent or the Company (provided that the terminating
     party is not then in material breach of any representation, warranty,
     covenant or other agreement contained herein) if there shall have been a
     breach of any of the covenants or agreements set forth in this Agreement on
     the part of the other party, which breach shall not have been cured within
     thirty days following receipt by the breaching party of written notice of
     such breach from the other party hereto, or which breach, by its nature,
     cannot be cured prior to the Closing; provided, however, that neither party
     shall have the right to terminate this Agreement pursuant to this Section
     8.1(f) unless the breach of covenant, together with all other such
     breaches, would entitle the party entitled to the benefit of such covenant
     not to consummate the transactions contemplated hereby under Section 7.2(b)
     (in the case of a breach of covenant by the Company) or Section 7.3(b) (in
     the case of a breach of covenant by Parent);

          (g) by either Parent or the Company, if (i) the Board of Directors of
     the other does not publicly recommend in the Joint Proxy
     Statement/Prospectus that its stockholders either approve and adopt this
     Agreement (in the case of the Company) or approve the issuance of shares of
     Parent Common Stock pursuant to this Agreement (in the case of Parent),
     (ii) after recommending in the Joint Proxy Statement/Prospectus that such
     stockholders approve and adopt this Agreement (in the case of the Company)
     or approve the issuance of shares of Parent Common Stock pursuant to this
     Agreement (in the case of Parent), the Board of Directors of the other
     shall have withdrawn, modified or amended such recommendation in any manner
     adverse to Parent or the Company, as the case may be, or (iii) the other
     party materially breaches its obligations under this Agreement by reason of
     a failure to call a meeting of its


                                       69



     stockholders or a failure to prepare and mail to its stockholders the Joint
     Proxy Statement/Prospectus in accordance with Sections 6.1 and 6.4; or

          (h) by Parent, if the Board of Directors of the Company has
     authorized, recommended, proposed or publicly announced its intention to
     authorize, recommend or propose any Acquisition Proposal with any Person
     other than Parent.

     8.2. Effect of Termination. In the event of termination of this Agreement
by either Parent or the Company as provided in Section 8.1, this Agreement shall
forthwith become void and have no effect except that (i) Sections 6.3(c), 8.2
and 8.5, and Article IX (other than Section 9.1), shall survive any termination
of this Agreement, and (ii) notwithstanding anything to the contrary contained
in this Agreement, no party shall be relieved of or released from any
liabilities or damages arising out of its willful breach of any provision of
this Agreement.

     8.3. Amendment. Subject to compliance with applicable law, this Agreement
may be amended by the parties hereto, by action taken or authorized by their
respective Boards of Directors, at any time before or after approval of the
matters presented in connection with the Merger by the stockholders of the
Company and Parent; provided, however, that after any approval of the
transactions contemplated by this Agreement by the Company's stockholders, there
may not be, without further approval of such stockholders, any amendment of this
Agreement which reduces the amount or changes the form of the consideration to
be delivered to the Company's stockholders hereunder. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.

     8.4. Extension; Waiver. At any time prior to the Effective Time, each of
the parties hereto, by action taken or authorized by its Board of Directors,
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of the other party hereto, (b) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered pursuant hereto and (c) waive compliance by
the other party with any of its agreements contained herein, or waive compliance
with any of the conditions to its obligations hereunder. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party, but such
extension or waiver or failure to insist on strict compliance with an
obligation, covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.

     8.5. Termination Fee.

          (a) The Company shall pay to Parent, by wire transfer of immediately
     available funds, the sum of $11,000,000 (the "Company Termination Fee") if
     this Agreement is terminated as follows:

                                       70


               (1) if Parent shall terminate this Agreement pursuant to Section
          8.1(g) or 8.1(h), then the Company shall pay the Company Termination
          Fee on the business day following such termination;

               (2) if (A) either party shall terminate this Agreement pursuant
          to Section 8.1(d) because the Company Stockholder Approval shall not
          have been received and (B) at any time after the date of this
          Agreement and at or before the date of the Company Shareholders
          Meeting a bona fide Acquisition Proposal shall have been publicly
          announced or otherwise communicated to the Board of Directors of the
          Company (a "Public Proposal"), then (x) the Company shall pay
          one-third of the Company Termination Fee on the business day following
          such termination, and (y) if within twelve (12) months following the
          date of such termination of this Agreement, the Company or any of its
          Subsidiaries enters into any definitive Agreement with respect to, or
          consummates, any Acquisition Proposal, then the Company shall pay the
          remaining two-thirds of the Company Termination Fee on the date of
          such execution or consummation; and

               (3) if (A) either party shall terminate this Agreement pursuant
          to Section 8.1(c) or Parent shall terminate this Agreement pursuant to
          Section 8.1(e) or (f), (B) at any time after the date of this
          Agreement and before such termination there shall have been a Public
          Proposal, and (C) following the occurrence of such Public Proposal,
          the Company shall have willfully breached (and not cured after notice
          thereof) any of its representations, warranties, covenants or
          agreements set forth in this Agreement, which breach shall have
          materially contributed to the failure of the Effective Time to occur
          prior to the termination of this Agreement, then the Company shall (x)
          pay one-third of the Company Termination Fee on the business day
          immediately following such termination, and (y) if within twelve (12)
          months following the date of such termination of this Agreement, the
          Company or any of its Subsidiaries executes a definitive agreement
          with respect to, or consummates, any Acquisition Proposal, then the
          Company shall pay the remaining two-thirds of the Company Termination
          Fee upon the date of such execution or consummation.

          (b) Parent shall pay to the Company, by wire transfer of immediately
     available funds, the sum of $11,000,000 on the business day following such
     termination if (1) this Agreement is terminated by Parent or the Company as
     a result of the failure to obtain the required vote of Parent stockholders
     as provided in Section 8.1(d), or (2) this Agreement is terminated by the
     Company pursuant to Section 8.1(g).

          (c) If any party fails to pay any amounts due to another party on the
     dates specified in this Section 8.5, then the defaulting party shall pay
     all costs and expenses (including legal fees and expenses) incurred by the
     other party in connection


                                       71



     with any action or proceeding (including the filing of any lawsuit) taken
     by it to collect such unpaid amounts, together with interest on such unpaid
     amounts at the prime lending rate prevailing at such time, as published in
     The Wall Street Journal, from the date such amounts were required to be
     paid until the date actually received by such other party.

          (d) The parties acknowledge that the agreements contained in this
     Section 8.5 are an integral part of the transactions contemplated by this
     Agreement and constitute liquidated damages and not a penalty, and that,
     without these agreements, the parties would not have entered into this
     Agreement.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1. Closing. Subject to the terms and conditions of this Agreement, the
closing of the Merger (the "Closing") will take place at 10:00 a.m. on the
second business day after the satisfaction or waiver (subject to applicable law)
of the latest to occur of the conditions set forth in Article VII hereof (other
than those conditions which relate to actions to be taken at the Closing) (the
"Closing Date"), at the offices of Parent's Counsel, unless another time, date
or place is agreed to in writing by the parties hereto.

     9.2. Nonsurvival of Representations, Warranties and Agreements. None of the
representations, warranties, covenants and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Effective
Time, except for those covenants and agreements contained herein which by their
terms apply in whole or in part after the Effective Time.

     9.3. Expenses. Whether or not the Merger is consummated, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expense; provided,
however, that the costs and expenses of printing and mailing the Joint Proxy
Statement/Prospectus and the Form S-4 to the stockholders of the Company and
Parent, and all filing and other fees paid to the SEC or any other Governmental
Entity in connection with the Merger (including the HSR Act) and the other
transactions contemplated hereby, shall be borne equally by Parent and the
Company. Nothing contained herein shall limit either party's rights to recover
any liabilities or damages arising out of the other party's willful breach of
any provision of this Agreement.

     9.4. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

                                       72


          (a) if to Parent or Merger Sub, to:

                                    Alamosa Holdings, Inc.
                                    5225 S. Loop 289
                                    Lubbock, TX 79424
                                    Attention:  Chief Executive Officer

                                    with a copy to:

                                    Skadden, Arps Slate, Meagher & Flom LLP
                                    Four Times Square
                                    New York, New York  10036
                                    Attention:  Fred B. White, III, Esq.
                                    Fax:  (917) 777-2144

                                    and

          (b) if to the Company, to:

                                    AirGate PCS, Inc.
                                    233 Peachtree Street, NE, Suite 1700
                                    Atlanta, GA 30303
                                    Attention:  Chief Executive Officer

                                    with a copy to:

                                    Winston & Strawn LLP
                                    35 West Wacker Drive
                                    Chicago, Illinois  60601
                                    Attention:  Robert F. Wall, Esq.
                                    Fax.:  (312) 558-5700

     9.5. Interpretation. When a reference is made in this Agreement to
Sections, Exhibits or Schedules, such reference shall be to a Section of or
Exhibit or Schedule to this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." The phrases "the date of this Agreement," "the date hereof" and
terms of similar import, unless the context otherwise requires, shall be deemed
to refer to the date set forth in the first paragraph of this Agreement.

     9.6. Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party hereto and delivered to the
other party, it being understood that all parties need not sign the same
counterpart.

     9.7. Entire Agreement. This Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, other than the
Confidentiality Agreement.

                                       73


     9.8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

     9.9. Enforcement of Agreement. The parties hereto agree that irreparable
damage would occur in the event that the provisions contained in Section 6.3(c)
of this Agreement were not performed in accordance with its specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of Section 6.3(c)
of this Agreement and to enforce specifically the terms and provisions thereof
in any court of the United States or any state having jurisdiction, this being
in addition to any other remedy to which they are entitled at law or in equity.

     9.10. Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     9.11. Publicity. Except as otherwise required by law or by the rules of
Nasdaq, so long as this Agreement is in effect, neither Parent nor the Company
shall, nor shall either party permit any of its Subsidiaries to, issue or cause
the publication of any press release or other public announcement with respect
to, or otherwise make any public statement concerning, the transactions
contemplated by this Agreement without the consent of the other party, which
consent shall not be unreasonably withheld.

     9.12. Assignment; No Third Party Beneficiaries. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by
either of the parties hereto (whether by operation of law or otherwise) without
the prior written consent of the other party. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns. Except as otherwise
expressly provided herein, this Agreement (including the documents and
instruments referred to herein) is not intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.


                                       74




     IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.



                           ALAMOSA HOLDINGS, INC.


                           By:  /s/ David E. Sharbutt
                               ----------------------------------
                               Name: David E. Sharbutt
                               Title: Chairman and Chief Executive Officer


                           A-CO. MERGER SUB, INC.


                           By: /s/ David E. Sharbutt
                               ----------------------------------
                             Name: David E. Sharbutt
                             Title: President


                           AIRGATE PCS, INC.


                            By:  /s/ Thomas M. Dougherty
                                 --------------------------------
                                 Name: Thomas M. Dougherty
                                 Title: Chief Executive Officer