<PAGE>
Exhibit 10.14

                                                               EXECUTION VERSION

                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                   AND WAIVER

     THIS FIFTH  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT AND WAIVER
(this  "Amendment")  is entered  into as of November 1, 2002,  by and among iPCS
WIRELESS, INC., a Delaware corporation (the "Borrower"),  iPCS, INC., a Delaware
corporation   ("Holdings"),   iPCS  EQUIPMENT,   INC.,  a  Delaware  corporation
("Equipmentco"  and  collectively  with the  Borrower  and  Holdings,  the "Loan
Parties"),  the LENDERS (as defined in the Credit  Agreement  defined below) and
TORONTO DOMINION  (TEXAS),  INC., as administrative  agent (the  "Administrative
Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Loan Parties,  the Lenders and the  Administrative  Agent are
parties to that certain Amended and Restated  Credit  Agreement dated as of July
12,  2000,  as amended by that certain  First  Amendment to Amended and Restated
Credit  Agreement  and Consent dated as of February 23, 2001, as amended by that
certain Second  Amendment to Amended and Restated  Credit  Agreement and Consent
dated as of September 28, 2001,  as amended by that certain  Third  Amendment to
Amended and Restated  Credit  Agreement  dated as of December  19, 2001,  and as
further amended by that certain Fourth  Amendment to Amended and Restated Credit
Agreement and Consent dated as of February 14, 2002 (as the same may be amended,
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement"); and

     WHEREAS, the parties have agreed to, subject to the terms hereof, amend the
Credit Agreement as fully set forth herein;

     NOW  THEREFORE,  in  consideration  of the premises  set forth  above,  the
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree that all  capitalized  terms used and not defined  herein
shall have the meanings  ascribed  thereto in the Credit  Agreement,  as amended
hereby, and further agree, subject to the conditions precedent to this Amendment
hereinafter set forth, as follows:

     1.  Amendments to Section 1.1.

     (a) Section 1.1 of the Credit Agreement,  Definitions, is hereby amended by
adding the following  new  definition of Fifth  Amendment  Date, in  appropriate
alphabetical order:

     "`Fifth Amendment Date' shall mean November 1, 2002."

     (b) Section 1.1 of the Credit  Agreement,  Definitions,  is hereby  further
amended  by  deleting  the  last  sentence  of  the  definition  of  "Tranche  A
Commitment" and by  substituting  "As of the Fifth Amendment Date, the aggregate
principal amount of the Tranche A Commitments is $80,000,000." in lieu thereof.

     2.  Amendment  to Section  10.12.  Section  10.12 of the Credit  Agreement,
Minimum Cash Balance/Availability, is hereby deleted in its entirety.

     3.  Amendment  to Section  13.13.  Section  13.13 of the Credit  Agreement,
Notices, is hereby amended by deleting subsections (a) and (b) in their entirety
and by substituting the following in lieu thereof:

        "(a)     If to the Borrower, Holdings or Equipmentco, to it at:

                 "iPCS Wireless, Inc./iPCS, Inc./iPCS Equipment, Inc.
                 c/o AirGate PCS, Inc.
                 Harris Tower, Suite 1700
                 233 Peachtree Street, N.E.
                 Atlanta, GA 30303
                 Attn:  William H. Seippel
                 Telecopy No.:  (404) 832-2237

                 "with a copy to:

                 "AirGate PCS, Inc.
                 Harris Tower, Suite 1700
                 233 Peachtree Street, N.E.
                 Atlanta, GA 30303
                 Attn:  Barbara L. Blackford, Esq.
                 Telecopy No.:  (404) 832-2237

        "(b)     If to the Administrative Agent, to it at:

                 "Toronto Dominion (Texas), Inc.
                 909 Fannin Street, Suite 1700
                 Houston, TX 77010
                 Attn:  Warren Finlay and Diane Bailey
                 Telecopy No.:  (713) 951-9921

<PAGE>

                 "with a copy to:

                 "Paul, Hastings, Janofsky & Walker LLP
                  600 Peachtree Street, N.E., Suite 2400
                  Atlanta, GA 30308
                  Attn:  Jesse H. Austin, III, Esq.
                  Telecopy No.:  (404) 815-2424"

     4.  Reduction of Tranche A Commitments. The Borrower and the Lenders hereby
agree that the aggregate  principal amount of the Tranche A Commitments shall be
permanently reduced by the aggregate amount of $10,000,000 to be effective as of
the Fifth Amendment Date.  This reduction of the aggregate  principal  amount of
the Tranche A Commitments is reflected in the amendments to the Credit Agreement
set  forth  above.  The  Borrower  and the  Lenders  hereby  agree  that (a) the
aggregate  principal  amount of the Tranche A Commitments  shall be  permanently
reduced to  $80,000,000  as of the Fifth  Amendment  Date and (b) such reduction
shall be applied to reduce the  Tranche A  Commitments  of the  Lenders on a pro
rata basis.

     5. Waiver. The Agents and the Lenders hereby waive (a) any Default or Event
of Default that may occur as a result of the Borrower's failure to have at least
the minimum  number of  Wireless  Subscribers  required  by Section  10.5 of the
Credit  Agreement as of the last day of the calendar  quarter ended December 31,
2002 (the "Minimum Subscriber Default"), and (b) their rights and remedies under
the Credit Agreement and the other Loan Documents which may arise as a result of
the Minimum Subscriber Default.  The waivers contained in the foregoing sentence
shall not waive any other  requirement or hinder,  restrict or otherwise  modify
the rights and remedies of the Agents and the Lenders  following the  occurrence
of any other  present  or future  Default or Event of  Default  (whether  or not
related to the Minimum  Subscriber  Default)  under the Credit  Agreement or any
other Loan Document.

     6.  Confirmation of Guaranties and Security  Documents. After giving effect
to this Amendment,  (a) Holdings hereby  acknowledges  and agrees that the terms
and conditions of its Guaranty  Agreement shall remain in full force and effect;
(b) Equipmentco hereby  acknowledges and agrees that the terms and conditions of
its Guaranty  Agreement shall remain in full force and effect;  and (c) the Loan
Parties  hereby  acknowledge  and agree that the terms and conditions of each of
the Security Documents shall remain in full force and effect.

     7.  No Other Amendments  or Waivers.  Notwithstanding  the agreement of the
Lenders  to the  terms  and  provisions  of this  Amendment,  the  Loan  Parties
acknowledge  and  expressly  agree that this  Amendment is limited to the extent
expressly set forth herein and shall not constitute a modification of the Credit
Agreement or any other Loan  Documents  or a course of dealing at variance  with
the terms of the Credit  Agreement  or any other Loan  Documents  (other than as
expressly set forth above) so as to require further notice by the Administrative
Agent or the Lenders,  or any of them, of its or their intent to require  strict
adherence to the terms of the Credit  Agreement and the other Loan  Documents in
the future. All of the terms, conditions, provisions and covenants of the Credit
Agreement and the other Loan Documents shall remain  unaltered and in full force
and effect except as expressly modified by this Amendment.  The Credit Agreement
and each other  Loan  Document  shall be deemed  modified  hereby  solely to the
extent necessary to effect the waivers and amendments contemplated hereby.

     8.  Representations  and Warranties.  The Loan Parties hereby represent and
warrant in favor of the Administrative Agent and each Lender that:

          (a) Each of the Loan Parties has the corporate power and authority (i)
     to enter  into this  Amendment  and (ii) to do all other acts and things as
     are required or contemplated  hereunder to be done,  observed and performed
     by them;

          (b) This Amendment has been duly and validly executed and delivered by
     each of the Loan Parties,  and this Amendment  constitutes the legal, valid
     and binding  obligations  of the Loan Parties  party  thereto,  enforceable
     against each of the Loan Parties in accordance with their respective terms,
     except  as  enforceability  may  be  limited  by  bankruptcy,   insolvency,
     reorganization or similar laws affecting creditors' rights generally and by
     the application of general equitable principles;

          (c) The execution and delivery of this  Amendment and the  performance
     by the Loan Parties under the Credit Agreement and the other Loan Documents
     to which each is a party,  as amended  hereby,  do not and will not require
     the  consent  or  approval  of any  regulatory  authority  or  governmental
     authority  or agency  having  jurisdiction  over the Loan Parties or any of
     their  Subsidiaries  which  has  not  already  been  obtained,  nor  is  in
     contravention of or in conflict with the articles of incorporation, by-laws
     or partnership agreements of the Loan Parties or any of their Subsidiaries,
     or any provision of any statute,  judgment,  order, or material  indenture,
     instrument, agreement, or undertaking to which Loan Parties or any of their
     Subsidiaries  is a party or by  which  any of their  respective  assets  or
     properties is or may become bound;

<PAGE>

          (d) The representations  and warranties  contained in Article 7 of the
     Credit  Agreement and contained in the other Loan Documents remain true and
     correct as of the date hereof,  both before and after giving effect to this
     Amendment, except to the extent previously fulfilled in accordance with the
     terms of the Credit  Agreement or such other Loan Document,  as applicable,
     or to the extent relating specifically to the earlier date; and

          (e) After  giving  effect to this  Amendment,  no  Default or Event of
     Default shall have occurred and be continuing.

     9. Conditions to Effectiveness. This Amendment shall be effective as of the
Fifth Amendment Date subject to satisfaction of each of the following conditions
precedent:

          (a) All of the  representations  and  warranties  of the Loan  Parties
     under  Section 8 hereof,  which are made as of the date hereof,  being true
     and correct in all material respects; and

          (b) Receipt by the  Administrative  Agent of counterparts  hereof duly
     executed by the Required Lenders and each of the Loan Parties.

     10. Counterparts.  This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts,  each
of which shall be deemed an original and all of which, taken together,  shall be
deemed to constitute one and the same  instrument.  In proving this Amendment in
any  judicial  proceedings,  it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures  delivered by a party by facsimile  transmission shall
be deemed an original signature hereto.

     11.  Loan  Documents.  Each  reference in the Credit Agreement or any other
Loan Document to the term "Credit  Agreement"  shall hereafter mean and refer to
the Credit Agreement as amended hereby and as the same may hereafter be amended.
This Amendment shall be deemed to be a Loan Document for all purposes.

     12. Governing Law. This Amendment shall be construed in accordance with and
governed by the internal laws of the State of New York, applicable to agreements
made and to be performed in New York.

     13.  Severability.  Any provision of this Amendment  which is prohibited or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof in that  jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.



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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.

BORROWER:                            iPCS WIRELESS, INC., a Delaware corporation


                                     By:/s/ Thomas M. Dougherty
                                        ----------------------------------------
                                    Name:   Thomas M. Dougherty
                                          --------------------------------------
                                     Title: President & CEO
                                           -------------------------------------

HOLDINGS:                            iPCS, INC., a Delaware corporation


                                     By:/s/ Thomas M. Dougherty
                                        ----------------------------------------
                                     Name:  Thomas M. Dougherty
                                          --------------------------------------
                                     Title: President & CEO
                                           -------------------------------------

EQUIPMENTCO:                        iPCS EQUIPMENT, INC., a Delaware corporation


                                     By: /s/ Thomas M. Dougherty
                                        ----------------------------------------
                                     Name:   Thomas M. Dougherty
                                          --------------------------------------
                                     Title:  President & CEO
                                           -------------------------------------

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ADMINISTRATIVE AGENT
AND LENDERS:                         TORONTO DOMINION (TEXAS), INC., as
                                     Administrative Agent and as a Lender


                                     By: /s/ Diane Bailey
                                        ----------------------------------------
                                     Name:   Diane Bailey
                                          --------------------------------------
                                     Title:  VP
                                           -------------------------------------

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                                     GE CAPITAL CORPORATION, as a Lender


                                     By: /s/ Irena Butarich
                                        ----------------------------------------
                                     Name:   Irena Butarich
                                          --------------------------------------
                                     Title:  SVP - Special Assets
                                           -------------------------------------

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                                     THE BANK OF NOVA SCOTIA, as a Lender


                                     By: /s/ P.A. Weissenberger
                                        ----------------------------------------
                                     Name:   P.A. Weissenberger
                                          --------------------------------------
                                     Title:  Authorized Signatory
                                           -------------------------------------

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                                     BANK OF TOKYO-MITSUBISHI TRUST
                                     COMPANY, as a Lender


                                     By: /s/ Robert Moraver
                                        ----------------------------------------
                                     Name:   Robert Moraver
                                          --------------------------------------
                                     Title:  Vice President
                                           -------------------------------------

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                                     CITY NATIONAL BANK, as a Lender


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

<PAGE>


                                     FORTIS CAPITAL CORP., as a Lender


                                     By: /s/ Alan E. McLintock
                                        ----------------------------------------
                                     Name:   Alan E. McLintock
                                          --------------------------------------
                                     Title:  Managing Director
                                           -------------------------------------


                                     By: /s/ Anthony Ciraulo
                                        ----------------------------------------
                                     Name:   Anthony Ciraulo
                                          --------------------------------------
                                     Title:  Assistant Vice President
                                           -------------------------------------

<PAGE>


                                     IBM CREDIT CORPORATION, as a Lender


                                     By:/s/ Thomas C. Curcio
                                        ----------------------------------------
                                     Name:  Thomas C. Curcio
                                          --------------------------------------
                                     Title: Manager of Credit
                                           -------------------------------------

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                                     NATIONAL CITY BANK, as a Lender


                                     By: /s/ Chris Kalmbach
                                        ----------------------------------------
                                     Name:   Chris Kalmbach
                                          --------------------------------------
                                     Title:  Senior Vice President
                                           -------------------------------------

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                                     High Income Portfolio, Boston Management &
                                     Research as investment advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------

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                                     Boston Income Portfolio, Boston Management
                                     & Research as investment advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------

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                                     Diversified Investors High Yield Bond Fund
                                     Boston Management & Research as investment
                                     advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------