Exhibit 4.10
**INTERCREDITOR AGREEMENT**
          This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 25,2004, among The Bank of New York Trust Company, N.A., as trustee (together withany successor thereto exercising substantially the same rights and powers, the“Trustee” or the “First Priority Agent”) under the First Priority Indenture (asdefined below) and the Security Documents (as defined in the First PriorityIndenture), AirGate PCS, Inc., a Delaware corporation (the “Company”), andcertain of the Company’s subsidiaries that have guaranteed the Notes (asdefined below) (together with any future subsidiary guarantors, the“Guarantors” and together with the Company, the “Issuers”), and The Bank of NewYork (the “Second Priority Agent”) as trustee under the indenture (the “SecondPriority Indenture”) governing the $160.0 million aggregate principal amount ofSenior Subordinated Secured Notes due September 1, 2009 (the “Second PriorityNotes”), dated February 4, 2004 by and among the Company, the guarantors namedtherein and The Bank of New York as trustee.
**W I T N E S S E T H :**
          WHEREAS, the Company is issuing $175,000,000 aggregate principal amount ofits First Priority Senior Secured Floating Rate Notes due 2011 (together withany additional First Priority Senior Secured Floating Rate Notes due 2011 ofthe Company issued pursuant to the First Priority Indenture (as defined herein)including, without limitation, in exchange for outstanding notes, the “Notes”)and the Guarantors have guaranteed the Notes, in each case pursuant to theFirst Priority Indenture. All of the Issuers’ obligations under the Notes andthe other Indenture Documents (as defined below) are secured by first priorityliens on all of the now existing and hereafter acquired real and personalproperty of the Issuers now or hereafter made subject to the Lien of theIndenture Documents (the “Collateral”);
          WHEREAS, all of the Issuers’ obligations under the Second Priority Notesand the other Second Priority Note Documents (as defined below) are secured bysecond priority liens on all of the now existing and hereafter acquired realand personal property of the Issuers now or hereafter made subject to the Lienof the Second Priority Note Documents;
          WHEREAS, the Issuers have requested that the First Priority Agent and theSecond Priority Agent enter into this Agreement concerning their respectiverights with respect to the priority of their respective security interests inand liens on the Collateral; and
          WHEREAS, the terms of the First Priority Indenture authorize the FirstPriority Agent to enter into an intercreditor agreement in the form of thisAgreement, and the terms of the Second Priority Indenture authorize the SecondPriority Agent to enter into an intercreditor agreement in the form of thisAgreement, in each case upon satisfaction by the Issuers of certain conditionsprecedent, including without limitation, the conditions set forth in Section10.10 of the Second Priority Indenture.
          NOW, THEREFORE, in consideration of the premises and other good andvaluable consideration, the receipt and sufficiency of which hereby areacknowledged, the parties hereto hereby agree as follows:
          1. Definitions.
          (a) Unless otherwise defined herein, terms defined in the First PriorityIndenture and under the Second Priority Indenture have the meanings given tothem in such documents.
          (b) The following terms shall have the following meanings:
     “Agreement” means this Intercreditor Agreement as amended,supplemented or otherwise modified from time to time in accordance withthe terms hereof.
     “Bankruptcy Code” shall mean Title 11 of the United States Code, asamended from time to time and any successor statute and all rules andregulations promulgated thereunder.
 

 

     “Collateral” shall mean the assets of the Company and the Guarantorsnow or hereafter owned or acquired and all proceeds thereof subject to asecurity interest that secures payment or performance of the SeniorObligations and the Second Priority Obligations.
     “First Priority Indenture” means the Indenture, dated as of October25, 2004, by and between the Company, the Guarantors and the Trustee, andshall include any indenture or similar document entered into by theCompany and any trustee to replace the First Priority Indenture in wholeor in part.
     “Indenture Documents” means the First Priority Indenture and theSenior Security Documents.
     “Issuers” shall mean the Company and the Guarantors.
     “Proceeding” shall mean any voluntary or involuntary case orproceeding under the Bankruptcy Code with respect to the Company or anyof the Guarantors and any other voluntary or involuntary insolvency,bankruptcy, receivership, custodianship, liquidation, dissolution,reorganization, assignment for the benefit of creditors, appointment of acustodian, receiver, trustee or other officer with similar powers or anyother proceeding for the liquidation, dissolution or other winding up ofthe Company or any of the Guarantors.
     “Second Priority Guarantee” shall mean the guarantee of the SecondPriority Obligations by a Guarantor executed by such Guarantor pursuantto the Second Priority Indenture.
     “Second Priority Note Documents” means the Second PriorityIndenture, the Second Priority Notes issued thereunder, the SecondPriority Guarantees and the Second Priority Security Documents.
     “Second Priority Notes” has the meaning given in the recitalshereto.
     “Second Priority Obligations” means the Obligations (as defined inthe Second Priority Indenture) with respect to the Second Priority Notesand the other Second Priority Note Documents and shall include, withoutlimitation, the unpaid principal of and interest owing under the SecondPriority Notes and all other obligations and liabilities of the Companyor any Guarantor thereunder and under the other Second Priority NoteDocuments (including, without limitation, interest accrued at the thenapplicable rate provided in the Second Priority Notes after the filing ofa petition in bankruptcy or the commencement of any Proceeding, whetheror not a claim for post-filing or post-petition interest is allowed insuch proceeding), whether direct or indirect, absolute or contingent, dueor to become due, or now existing or hereafter incurred, which may ariseunder, out of, or in connection with, the Second Priority Note Documents,in each case whether on account of principal, interest, reimbursementobligations, fees, indemnities, costs, expenses or otherwise, including,without limitation, all fees and disbursements of counsel to the SecondPriority Agent and fees, expenses and indemnities of the Second PriorityAgent that are required to be paid pursuant to the terms of the SecondPriority Indenture or any other Second Priority Note Document. To theextent any payment with respect to the Second Priority Obligations(whether by or on behalf of the Company, as proceeds of security,enforcement of any right of setoff or otherwise) is declared to befraudulent or preferential in any respect, set aside or required to bepaid to a debtor in possession, trustee, receiver or similar Person, thenthe obligation or part thereof originally intended to be satisfied shallbe deemed to be reinstated and outstanding as if such payment had notoccurred.
     “Second Priority Security Documents” means any and all documentsproviding for the grant of security to secure the Second PriorityObligations.
     “Senior Lenders” shall mean the holders of the Notes.
     “Senior Obligations” means the Obligations (as defined in the FirstPriority Indenture) of the Issuers with respect to the Notes and theother Indenture Documents and shall include, without limitation, theunpaid principal of and interest owing under the Notes and all otherobligations and liabilities of the Company or any Guarantor thereunderand under the other Indenture Documents (including, without limitation,
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   interest accrued at the then applicable rate provided in the Notesafter the filing of a petition in bankruptcy or the commencement of anyProceeding, whether or not a claim for post-filing or post-petitioninterest is allowed in such proceeding), whether direct or indirect,absolute or contingent, due or to become due, or now existing orhereafter incurred, which may arise under, out of, or in connection with,the Indenture Documents, in each case whether on account of principal,interest, reimbursement obligations, fees, indemnities, costs, expensesor otherwise, including, without limitation, all fees and disbursementsof counsel to the First Priority Agent and fees, expenses and indemnitiesof the First Priority Agent that are required to be paid pursuant to theterms of the First Priority Indenture or any other Indenture Document.To the extent any payment with respect to the Senior Obligations (whetherby or on behalf of the Company, as proceeds of security, enforcement ofany right of setoff or otherwise) is declared to be fraudulent orpreferential in any respect, set aside or required to be paid to a debtorin possession, trustee, receiver or similar Person, then the obligationor part thereof originally intended to be satisfied shall be deemed to bereinstated and outstanding as if such payment had not occurred.
     “Senior Security Documents” shall mean the Security Documents (asdefined in the First Priority Indenture) under the First PriorityIndenture.
                    (c) Unless the context requires otherwise, (i) any definition of orreference to any agreement, instrument or other document herein shall beconstrued as referring to such agreement, instrument or other document as fromtime to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth in theFirst Priority Indenture or the Second Priority Indenture), (ii) any referenceherein to any Person shall be construed to include such Person’s successors andassigns, and (iii) the words “hereof,” “herein” and “hereunder” and words ofsimilar import when used in this Agreement shall refer to this Agreement as awhole and not to any particular provision of this Agreement, and section andparagraph references are to this Agreement unless otherwise specified.
                    (d) The meanings given to terms defined herein shall be equally applicableto both the singular and plural forms of such terms.
                     2. Releases.
                    (a) If in connection with:
                       (i) the exercise of the First Priority Agent’s remedies in respect of theCollateral provided for in Section 4, including any sale, lease, exchange,transfer or other disposition of such Collateral; or
                       (ii) subject to Section 2(c) below, any sale, lease, exchange, transfer orother disposition of Collateral permitted or not prohibited under the FirstPriority Indenture (whether or not an Event of Default, as defined therein, hasoccurred and is continuing) and permitted or not prohibited under the SecondPriority Indenture, the Trustee, for itself or on behalf of any of the SeniorLenders, releases any of its Liens on any part of the Collateral (or anyGuarantor from its obligations under its guaranty of the Senior Obligations),the Liens, if any, of the Trustee on such Collateral (and the obligations ofsuch Guarantor under its guaranty of the Second Priority Obligations) shall beautomatically, unconditionally and simultaneously released (except as providedin the last sentence of Section 2(d)) and the Second Priority Agent, for itselfor on behalf of any such holder of Second Priority Notes, shall promptlyexecute and deliver to the First Priority Agent or the Company such terminationstatements, releases and other documents as the First Priority Agent or theCompany may request to effectively confirm such release.
          (b) The Second Priority Agent, for itself and on behalf of the holders ofSecond Priority Notes, hereby irrevocably constitutes and appoints the FirstPriority Agent and any officer or agent of the First Priority Agent, with fullpower of substitution, as its true and lawful attorney-in-fact with fullirrevocable power and authority in the place and stead of the Second PriorityAgent or such holder or in the First Priority Agent’s own name,
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from time to time in the Trustee’s discretion, for the purpose of carryingout the terms of this Section 2, to take any and all appropriate action and toexecute and record any and all documents and instruments which may be providedto it as necessary or desirable to accomplish the purposes of this Section 2,including, without limitation, any financing statements, endorsements or otherinstruments or transfer or release.
          (c) Notwithstanding anything to the contrary contained herein, in theevent that the First Priority Agent releases its Liens on the Collateralbecause the Senior Obligations have been paid in full, neither the SecondPriority Agent nor the holders of Second Priority Notes shall be obligated torelease their Liens on any Collateral owned by the Issuers after giving effectto such payment and termination (and any sale, transfer or other disposition ofCollateral occurring in connection therewith contemplated under thisAgreement); provided, however, that in connection with any refinancing orreplacement of all or any portion of the Senior Obligations prior to theoccurrence of a Proceeding, the Second Priority Agent, on behalf of each holderof Second Priority Notes, shall, if requested by the Company or the existing ornew holders of the Senior Obligations, execute an intercreditor agreement onsubstantially the same terms as this Agreement with the lenders under suchrefinancing or replacement. Furthermore, if the Senior Obligations have beenpaid in full in connection with any sale, transfer or other disposition ofCollateral contemplated under this Agreement, the Liens held by the holders ofthe Second Priority Notes shall not be automatically released with respect tothe proceeds of such sale, transfer or other disposition of Collateral whichremain after the Senior Obligations have been paid in full.
          (d) Notwithstanding any provision to the contrary contained in thisSection 2, no portion of the Collateral may be released from the SecondPriority Note Documents unless Company shall have complied with the provisionsof Section 314(c) and 314(d) of the Trust Indenture Act, if applicable, andshall have furnished evidence of such compliance (or evidence that nocompliance is needed) satisfactory to the Second Priority Agent and the FirstPriority Agent.
          3. Proceedings. In the event of any Proceeding involving any of theIssuers:
          (a) If the Second Priority Agent has failed to file claims or proofs ofclaim with respect to the Second Priority Notes in any Proceeding earlier thanfive days prior to the deadline for any such filing, the holders of the SecondPriority Notes hereby appoint and empower First Priority Agent to file suchclaims or proofs of claim; provided, that First Priority Agent shall have noobligation to file any such claim. Absent any such failure to file, the SecondPriority Agent shall have and shall continue to have full and absolutediscretion over the filing of such claims in any manner and substance as theSecond Priority Agent may determine in its sole discretion.
          (b) The Second Priority Agent and the holders of Second Priority Notesagree that the Senior Lenders may (x) consent to the use of cash collateralunder Section 363 of the Bankruptcy Code, (y) provide financing to the Issuersunder Section 364 of the Bankruptcy Code so long as the maximum amount of suchfinancing, together with the amounts of other debt outstanding, under the FirstPriority Indenture does not exceed the amount set forth in subsection (3) ofthe definition of Permitted Debt contained in Section 4.9 of the SecondPriority Indenture, or (z) obtain adequate protection of their interests in theCollateral, all on such terms and conditions and in such amounts as such SeniorLenders may decide, and that neither the Second Priority Agent nor the holdersof the Second Priority Notes shall raise any objections to such use of cashcollateral or adequate protection on the grounds of a failure to provide“adequate protection” for their Liens in the Collateral, so long as (i) theinterest rate, fees, advance rates, lending sublimits and limits and otherterms of such financing are consistent with debtor-in-possession financingtransactions of a similar nature, (ii) the Second Priority Agent on behalf ofthe holders of the Second Priority Notes retains a Lien on the Collateral(including proceeds thereof arising after the commencement of such Proceeding)with the same priority as existed prior to the commencement of the case underthe Bankruptcy Code, but subject to the priming liens of the Senior Lenders andof any financing under Section 364 of the Bankruptcy Code permitted herein,(iii) the Second Priority Agent on behalf of the holders of the Second PriorityNotes receives additional and replacement Liens on post-petition assets to thesame extent granted to the Senior Lenders, with the same priority as existedprior to the commencement of the case under the Bankruptcy Code, but subject tothe liens of the Senior Lenders and of any financing under Section 364 of theBankruptcy Code permitted herein, and (iv) such financing, use of cashcollateral or adequate protection is subject to the terms of this Agreement.The Second Priority Agent and each holder of the Second Priority Notes agreesthat all such financing under Section 364 of the Bankruptcy Code permittedherein shall constitute Senior Obligations hereunder, and, in connectiontherewith, each Issuer may grant to such Senior Lenders Liens upon all of theProperty of such Issuer, subject to (iii) above, which Liens (A)
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shall secure payment of all or any portion of the Senior Obligations(whether such Senior Obligations arose prior to the commencement of anyProceeding or at any time thereafter) provided by such Senior Lenders duringthe Proceeding and (B) shall be superior in priority to the Liens in favor ofthe holders of the Second Priority Notes. Each of the Second Priority Agentand the holders of the Second Priority Notes hereby waives any rights it mayhave under Section 363(f)(3) of the Bankruptcy Code (but preserves all otherrights it may have) to object to or oppose a sale or other disposition of anyCollateral free and clear of Liens or other claims of each holder of SecondPriority Notes if the Senior Lenders have consented to such sale ordisposition.
          4. Rights in Collateral.
          (a) Notwithstanding anything to the contrary contained in any filing oragreement to which the Second Priority Agent, the holders of the SecondPriority Notes, the First Priority Agent, the Senior Lenders or the Company maybe a party and irrespective of the time, order or method of attachment orperfection of the security interests created by the Senior Security Documentsor the Second Priority Security Documents, the rules for determining priorityunder the Uniform Commercial Code or any other law governing the relativepriorities of secured creditors, all Liens on the Collateral securing theSecond Priority Obligations pursuant to the Second Priority Security Documentsshall be and hereby are subordinated for all purposes and in all respects toLiens on the Collateral securing the Senior Obligations pursuant to the SeniorSecurity Documents, and any security interest in any Collateral in favor of orfor the benefit of the First Priority Agent and Senior Lenders pursuant to theSenior Security Documents has and shall have priority, to the extent of anyunpaid Senior Obligations, over any security interest in such Collateral infavor of or for the benefit of the Second Priority Agent or the holders of theSecond Priority Notes pursuant to the Second Priority Security Documents.
          (b) So long as the Senior Obligations have not been paid in full and theFirst Priority Indenture has not been discharged (i) neither the SecondPriority Agent nor any holder of the Second Priority Notes will institute anyaction or proceeding to exercise any of its rights or remedies with respect toany Collateral, including, without limitation, any action of foreclosure uponany Collateral and (ii) the First Priority Agent shall have the exclusive rightto enforce rights and exercise remedies with respect to the Collateral underthe Senior Security Documents, and neither the Second Priority Agent nor anyholder of the Second Priority Notes shall have any right to consent to, requirenotice of (except as provided herein or in the applicable Uniform CommercialCode) or be consulted with respect to, the enforcement of such rights or theexercise of such remedies by the First Priority Agent and the Senior Lenderswith respect thereto; *provided*, *however*, that, (A) in any Proceeding commencedby or against the Company, the Second Priority Agent may file a claim orstatement of interest with respect to the Second Priority Obligations, and (B)the Second Priority Agent may take any action in order to preserve or protectits rights in the Collateral not in contravention of this Agreement.
          (c) The Second Priority Agent, on behalf of itself and each holder ofSecond Priority Notes, agrees not to seek to challenge, to avoid, tosubordinate or to contest or directly or indirectly to support any other Personin challenging, avoiding or contesting in any judicial or other proceeding,including, without limitation, any Proceeding, the priority, validity, extent,perfection or enforceability of any Lien held by the First Priority Agent orany Senior Lender in all or any part of the Collateral. The First PriorityAgent agrees not to seek to challenge, to avoid, to subordinate, exceptpursuant to the terms of this Agreement and the First Priority Indenture, or tocontest or directly or indirectly to support any other Person in challenging,avoiding or contesting in any judicial or other proceeding, including, withoutlimitation, any Proceeding, the priority, validity, extent, perfection orenforceability of any Lien held by the Second Priority Agent or any holder ofSecond Priority Notes in all or any part of the Collateral.
          (d) So long as the Senior Obligations have not been paid in full and theFirst Priority Indenture has not been discharged, any money, property,securities or other distributions of any nature whatsoever received from thesale, disposition or other realization upon a foreclosure in accordance withthe Uniform Commercial Code or other exercise of remedies with respect to theCollateral by any Senior Lender, the First Priority Agent, the Second PriorityAgent or any holder of the Second Priority Notes, or all or any part of theCollateral, regardless of whether such money, property, securities or otherdistributions are received during the pendency of any Proceeding or otherwise,shall be delivered to the First Priority Agent in the form received, dulyindorsed to such party, if required, and applied by the First Priority Agent inthe following order:
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     First, to the payment in full of all costs and expenses (including,without limitation, attorneys’ fees and disbursements) paid or incurredby the First Priority Agent in connection with such realization on theCollateral or the protection of any of their rights and intereststherein;
     Second, to the payment in full of all First Priority Obligations inaccordance with the Indenture Documents;
     Third, to the Second Priority Agent for application to the SecondPriority Obligations pursuant to Section 6.10 of the Second PriorityIndenture to the full extent thereof at such time; and
     Fourth, to pay the Company or the appropriate designee thereof or asa court of competent jurisdiction may direct, any surplus then remaining.
     (e) In the event that:
                  (i) all of the Senior Obligations have been paid in full;
                  (ii) any Collateral remains that remains pledged pursuant tothe Second Priority Security Documents, and
                  (iii) at such time there are Second Priority Obligationsoutstanding,
then the Second Priority Agent shall have the right to exercise remediesagainst the Collateral and to enforce the provisions of the Second PrioritySecurity Documents in respect of the Collateral without any consent of, noticeto or consultation with the First Priority Agent.
          (f) Any Collateral or proceeds thereof received by the Second PriorityAgent or any holder of Second Priority Notes in connection with the exercise ofany right or remedy relating to the Collateral pursuant to the Second PrioritySecurity Documents in contravention of this Agreement shall be segregated andheld in trust and forthwith paid over to the First Priority Agent for thebenefit of the Senior Lenders in the same form as received, with any necessaryendorsements or as a court of competent jurisdiction may otherwise direct.
          (g) Notwithstanding anything to the contrary in this Agreement, the SecondPriority Agent and the holders of Second Priority Notes may accelerate theSecond Priority Obligations and exercise rights and remedies as a creditoragainst the Company and its Subsidiaries (other than with respect to theCollateral as provided herein) in accordance with the terms of the SecondPriority Note Documents and applicable law.
          (h) THE COMPANY, THE FIRST PRIORITY AGENT (ON ITS OWN BEHALF AND ON BEHALFOF THE SENIOR LENDERS) AND THE SECOND PRIORITY AGENT (ON ITS OWN BEHALF AND ONBEHALF OF THE HOLDERS OF THE SECOND PRIORITY NOTES) EACH HEREBY IRREVOCABLY ANDUNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATINGTO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
          5. Provisions Define Relative Rights. This Agreement is intended solelyfor the purpose of defining the relative rights of the Senior Lenders, theFirst Priority Agent, the holders of the Second Priority Notes and the SecondPriority Agent with respect to the Collateral, and no other Person shall haveany right, benefit or other interest under this Agreement. Notwithstandinganything to the contrary herein, this Agreement shall not modify or amend therights and obligations of the Company and the Guarantors under any Senior LoanDocument or any Second Priority Note Document.
          6. Termination of Agreement; Acknowledgments.
          (a) The rights of the First Priority Agent on behalf of the Senior Lendersunder this Agreement shall terminate when the Senior Obligations have been paidin full in cash and the First Priority Indenture has been discharged; provided,that the obligations of the First Priority Agent arising under this Agreementupon the payment in full in cash of the Senior Obligations shall continue untilsuch obligations have been fully satisfied in
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accordance with the terms of this Agreement. The First Priority Agentacknowledges on behalf of the Senior Lenders that the Senior Obligations shallbe deemed “paid in full in cash” for all purposes of this Agreement when theSenior Lenders have received payment of all principal, interest and otheramounts then outstanding under the Indenture Documents. The First PriorityAgent agrees that within five Business Days after payment of all principal,interest and other amounts then outstanding under the Indenture Documents anddischarge of the First Priority Indenture, it will provide a writtenacknowledgment of such payment and discharge to the Second Priority Agent,which acknowledgment shall also acknowledge that the Senior Lenders have nofurther rights under this Agreement or in respect of the Collateral securingthe Senior Obligations. Concurrent with such acknowledgment, the FirstPriority Agent will deliver to the Second Priority Agent, if any of the SecondPriority Obligations shall be outstanding, any items of such Collateral held inthe possession of the First Priority Agent together with any necessaryendorsements (or otherwise allow the First Priority Agent to obtain control ofsuch Collateral), provided that if no Second Priority Obligations shall beoutstanding, the First Priority Agent will deliver all such items of Collateralto the Company.
          (b) The Senior Obligations shall continue to be treated as SeniorObligations and the provisions of this Agreement shall continue to govern therelative rights and priorities of Senior Lenders and the holders of the SecondPriority Notes even if all or part of the Senior Obligations or the Lienssecuring the Senior Obligations are subordinated, set aside, avoided,invalidated or disallowed in connection with any Proceeding, and this Agreementshall be reinstated if at any time any payment of any of the Senior Obligationsis rescinded or must otherwise be returned by any holder of Senior Obligationsor any representative of such holder.
     7. First Priority Agent as Bailee for Perfection of Interest in PossessoryCollateral. The Second Priority Agent, on behalf of the holders of the SecondPriority Notes, hereby appoints the First Priority Agent as the agent for theSecond Priority Agent and the holders of the Second Priority Notes, solely forthe purposes of perfecting Liens in favor of the Second Priority Agent and theholders of the Second Priority Notes on Collateral which is of a type such thatperfection of a Lien thereon may be accomplished by possession thereof and towhich the First Priority Agent has possession (and the First Priority Agenthereby acknowledges such appointment). In the event all Senior Obligationsshall have been paid in full and the First Priority Indenture has beendischarged, the First Priority Agent shall deliver to the Second Priority Agentall such Collateral remaining in its possession, and the Issuers herebyirrevocably authorize any such delivery of Collateral by the First PriorityAgent. The obligations of the First Priority Agent and the Issuers under thepreceding sentence shall survive the termination of this Agreement.
     8. Notices. All notices, requests and demands to or upon the partiesshall be in writing (or by fax or similar electronic transfer confirmed inwriting) and shall be deemed to have been duly given or made (a) when deliveredby hand or (b) if given by mail, five days after being deposited in the mailsby certified mail, return receipt requested, or (c) if by fax or similarelectronic transfer, when sent and receipt has been confirmed, addressed asfollows:      If to the First Priority Agent: The Bank of New York Trust Company, N.A.   100 Ashford Center North, Suite 520   Atlanta, Georgia 30338   Attention: Barbara Royal   Telecopy: 770-698-5195      If to the Second Priority Agent: The Bank of New York,   100 Ashford Center North, Suite 520   Atlanta, Georgia 30338   Attention: Barbara Royal   Telecopy: 770-698-5195      If to the Company: AIRGATE PCS, INC.   Harris Tower, Suite 1700   233 Peachtree Street, N.E.   Atlanta, Georgia 30303   Attention: General Counsel
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        Telecopy: (404) 525-7922
The parties hereto may change their addresses and transmission numbers fornotices by notice in the manner provided in this Section. Any notice, requestor demand to the First Priority Agent or the Second Priority Agent shall onlybe deemed effective upon actual receipt.
          9. Counterparts. This Agreement may be executed by one or more of theparties on any number of separate counterparts, and all of said counterpartstaken together shall be deemed to constitute one and the same instrument. Aset of the counterparts of this Agreement signed by all the parties shall belodged with the First Priority Agent and the Second Priority Agent.
          10. Severability. Any provision of this Agreement which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.
          11. Integration. This Agreement represents the entire agreement of theIssuers, the First Priority Agent on behalf of itself and the Senior Lendersand the Second Priority agent on behalf of itself and the holders of SecondPriority Notes with respect to the subject matter hereof and there are nopromises or representations by any of them relative to the subject matterhereof not reflected herein.
          12. Amendments in Writing. None of the terms or provisions of thisAgreement may be waived, amended, supplemented or otherwise modified except bya written instrument executed by the First Priority Agent on behalf of theSenior Lenders and the Second Priority Agent on behalf of the holders of SecondPriority Notes. The Company shall not have any right to amend, modify or waiveany provision of this Agreement without the consent of the First Priority Agentand the Second Priority Agent, nor shall any consent or signed writing berequired of the Company to effect any amendment, modification or waiver of anyprovision of this Agreement. For the purposes of this Agreement, no amendmentof the definitions of “Senior Debt” or subsection (3) of the definition of“Permitted Debt” contained in the Second Priority Indenture or Article XII ofthe Second Priority Indenture shall be deemed effective without the priorwritten consent of the Senior Lenders holding a majority of principal amount ofSenior Obligations then outstanding.
          13. Successors and Assigns.
          (a) This Agreement shall be binding upon and inure to the benefit of eachof the Senior Lenders, the First Priority Agent and the Second Priority Agentand their successors and assigns. Each holder of Second Priority Notes, byaccepting the benefits of the Second Priority Note Documents, shall be deemedto have agreed to (i) be bound by the provisions of this Agreement and eachagreement on the part of such holder as expressed herein and (ii) refrain fromtaking any action which the Second Priority Agent has agreed not to take, inits individual capacity or on any holder of Second Priority Notes behalf, inthis Agreement. Each Senior Lender, by accepting the benefits of the IndentureDocuments, shall be deemed to have agreed to (i) be bound by the provisions ofthis Agreement and (ii) refrain from taking any action which the First PriorityAgent has agreed not to take, in its individual capacity or on any SeniorLender’s behalf, in this Agreement.
          (b) Upon a successor administrative agent or collateral agent becoming thetrustee under the First Priority Indenture, such successor trustee, as the casemay be, automatically shall become the First Priority Agent hereunder with allthe rights and powers of such party hereunder, and bound by the provisionshereof, without the need for any further action on the part of any partyhereto.
          (c) Upon a successor Second Priority Agent becoming the Second PriorityAgent under the Second Priority Indenture, such successor Second Priority Agentautomatically shall become the Second Priority Agent hereunder with all therights and powers of the Second Priority Agent hereunder, and bound by theprovisions hereof, without the need for any further action on the part of anyparty hereto.
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          14. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreementshall be governed by, and construed and interpreted in accordance with, the lawof the State of New York, excluding (to the greatest extent permissible by law)any rule of law that would cause the application of the laws of anyjurisdiction other than the State of New York. Each party hereto agrees thatall judicial proceedings brought against it arising out of or relating to thisAgreement or its obligations hereunder may be brought in the federal court ofcompetent jurisdiction in the State, County and City of New York or ifjurisdiction therein is not permitted, in any court of the State of New Yorklocated in the County and City of New York, and accepts generally andunconditionally the nonexclusive jurisdiction and venue of such courts. EACHPARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANYLEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIMWITH RESPECT THERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
          15. Conflict. In the event of any conflict between the provisions of thisAgreement and the provisions of the Indenture Documents or the Second PriorityNote Documents, the provisions of this Agreement shall govern.
          16. Authorization. By its signature, each Person executing this Agreementon behalf of other parties hereto represents and warrants to the other partieshereto that it is duly authorized to execute this Agreement by and on behalf ofeach of such other parties.
          17. Effectiveness; Acknowledgement by Second Priority Agent. ThisAgreement is intended to be a “subordination agreement” as that term is used inSection 510 of the Bankruptcy Code and to be enforceable thereunder. Allreferences to the Company shall include the Company as debtor and debtor-inpossession and any receiver or trustee for the Company in any Proceeding. TheSecond Priority Agent, on behalf of the holders of Second Priority Notes,hereby acknowledges and agrees with the Issuers that references to the“Intercreditor Agreement” in the Second Priority Indenture Documents shall,from and after the effectiveness of this Agreement, refer to this Agreement andall references therein to the “Senior Loan Obligations” shall refer to theSenior Obligations and that the “First Lien Termination Date” referred to inthe Second Priority Indenture Documents shall not be deemed to have occurreduntil each of the events referred to in the first sentence of Section 6(a)hereof shall have occurred.
          18. Compliance with the Trust Indenture Act. Nothing contained hereinshall impair the ability of the First Priority Agent or the Second PriorityAgent to take any action necessary to comply with any obligations imposed underapplicable law, including without limitation, the Trust Indenture Act.
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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed and delivered as of the day and year first above written.       THE BANK OF NEW YORK TRUST COMPANY,N.A., as First Priority Agent      By:        Name:   Title:       THE BANK OF NEW YORK,