Exhibit 10.22
     FIRST AMENDMENT, dated as of October 12, 2001(this “Amendment”), to the CREDIT AGREEMENT, dated as of August 16, 1999, (asheretofore amended, supplemented or otherwise modified, the “CreditAgreement”), among AIRGATE PCS, INC., a Delaware corporation (the “Borrower”),the Lenders parties thereto, STATE STREET BANK AND TRUST COMPANY, aMassachusetts banking corporation, as Collateral Agent and LEHMAN COMMERCIALPAPER INC., as Administrative Agent.
WITNESSETH:
     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed tomake, and have made, certain loans and other extensions of credit to theBorrower;
     WHEREAS, the Borrower expects to acquire iPCS (as defined in Section IIbelow), and such acquisition will be accomplished through the merger ofTransitory Subsidiary (as defined in Section II below) with iPCS, after givingeffect to which the survivor of such merger will be a wholly owned subsidiaryof the Borrower; and
     WHEREAS, the Borrower has requested that certain provisions of the CreditAgreement be amended in the manner provided for in this Amendment;
     NOW, THEREFORE, the parties hereto hereby agree as follows:
     I. Defined Terms. Unless otherwise defined herein, terms defined in theCredit Agreement and used herein shall have the meanings given to them in theCredit Agreement.
     II. Amendments to Credit Agreement.
     1. Amendments to Section 1.01. Section 1.01 of the Credit Agreement ishereby amended as follows:
     (a) by deleting therefrom the definition of the following defined term inits entirety and substituting in lieu thereof the following definition:
   “Subsidiary” means any subsidiary of the Borrower; providedthat neither Transitory Subsidiary nor iPCS nor any of itssubsidiaries shall be a Subsidiary for purposes of this Agreement.
     (b) by adding thereto the following definitions in their appropriatealphabetical order:
   “iPCS” means iPCS Inc., a Delaware corporation, which termshall include the surviving corporation of the merger between iPCSInc. and Transitory Subsidiary.
 

 

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   “Management Services Sharing Agreement” means an agreementbetween and among either (i) Management Subsidiary, the Borrowerand iPCS, (ii) Management Subsidiary and the Borrower, (iii)Management Subsidiary and iPCS or (iv) the Borrower and iPCSsetting forth the terms on which Management Subsidiary or theBorrower, as the case may be, agrees to provide management andaccounting services to the Borrower and its subsidiaries (excludingiPCS and its subsidiaries) or iPCS and its subsidiaries; providedthat such agreement and the transactions contemplated thereby shallbe, in the judgment of the Administrative Agent, on terms andconditions not less favorable to the Borrower than could beobtained on an arm’s-length basis from unrelated third parties.
   “Management Subsidiary” means a subsidiary of the Borrowerformed for the sole purpose of providing management and accountingservices to the Borrower and its subsidiaries.
   “Tax Sharing Agreement” means an agreement between and amongthe Borrower and iPCS relating to the allocation of tax liabilitiesbetween the Borrower and iPCS.
   “Transitory Subsidiary” means a subsidiary of the Borrowerformed to consummate the acquisition of iPCS through a merger ofTransitory Subsidiary and iPCS.
     2. Amendment to Section 5.11. Section 5.11 of the Credit Agreement ishereby amended by adding to the end of that Section the following new sentence:
 The Borrower also may form Management Subsidiary, and each ofthe Lenders hereby consents to the formation thereof, provided thatthe Borrower shall take all actions required to be taken by itpursuant to this Section 5.11.
     3. Amendment to Section 6.03. Section 6.03 of the Credit Agreement ishereby amended by deleting paragraph (d) of said Section in its entirety.
     4. Amendments to Section 6.07. Section 6.07(a) of the Credit Agreement ishereby amended by (a) deleting the word “and” at the end of clause (iii), (b)deleting the “.” at the end of clause (iv) and substituting “and” in lieuthereof and (c) adding the following new clause (v) immediately after clause(iv) thereof:
     (v) transactions pursuant to a Management Services Sharing Agreement orTax Sharing Agreement.
     III. Conditions to Effectiveness. This Amendment shall become effectiveon the date (the “Amendment Effective Date”) on which all of the followingconditions precedent have been satisfied or waived:
 

 

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     1. The Administrative Agent shall have received a counterpart hereof dulyexecuted and delivered by Borrower.
     2. The Administrative Agent shall have received executed Lender ConsentLetters, substantially in the form of Exhibit A hereto (“Lender ConsentLetters”), from Lenders constituting the Required Lenders.
     3. The Administrative Agent shall have received an executed Acknowledgmentand Consent (together with this Amendment, the “Amendment Documents”), in theform set forth at the end of this Amendment, from AGW Leasing Company, Inc. andAirGate Network Services, LLC (together with the Borrower, the “AmendmentParties”).
     4. The Administrative Agent shall have received, to the extent that it hasnot theretofore received, a certificate of the Secretary or Assistant Secretaryof each Amendment Party, dated the Amendment Effective Date, as to theincumbency and signature of each of the officers signing the AmendmentDocuments to which such Amendment Party is a party, and any other instrument ordocument delivered by such Amendment Party in connection herewith, togetherwith evidence of the incumbency of such Secretary or Assistant Secretary.
     5. The Borrower and iPCS shall have entered into a Tax Sharing Agreementreasonably satisfactory to the Administrative Agent.
     6. The Administrative Agent shall have received, on behalf of each Lenderexecuting and delivering this Amendment on or before October 12, 2001, anamendment fee in an amount equal to 0.10% of the sum of (i) the aggregateoutstanding principal amount of Loans owing to such Lender and (ii) theaggregate undrawn amount of Commitments of such Lender.
     IV. General.
     1. Representation and Warranties. To induce the Administrative Agent toenter into this Amendment and to induce the Lenders to consent thereto, theBorrower hereby represents and warrants to the Agents and all of the Lenders asof the Amendment Effective Date that:
     (a) Each Amendment Party has the corporate power and authority, and thelegal right, to make and deliver the Amendment Documents to which it is a partyand to perform the Loan Documents to which it is a party, as amended by theAmendment Documents, and has taken all necessary corporate action to authorizethe execution, delivery and performance of such Amendment Documents and theperformance of such Loan Documents, as so amended.
     (b) No consent or authorization of, approval by, notice to, filing with orother act by or in respect of, any Governmental Authority or any other Personis required in connection with the execution and delivery of the AmendmentDocuments or with the performance, validity or enforceability of the LoanDocuments, as amended by the Amendment Documents.
 

 

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     (c) Each Amendment Document has been duly executed and delivered on behalfof each Amendment Party.
     (d) Each Amendment Document and each Loan Document, as amended by theAmendment Documents, constitutes a legal, valid and binding obligation of eachAmendment Party enforceable against such Amendment Party in accordance with itsterms, except as affected by bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium and other similar laws relating to or affecting theenforcement of creditors’ rights generally, general equitable principles(whether considered in a proceeding in equity or at law) and an impliedcovenant of good faith and fair dealing.
     (e) The execution, delivery and performance of the Amendment Documents andthe performance of the Loan Documents, as amended by the Amendment Documents,will not violate any Requirement of Law or Contractual Obligation of anyAmendment Party or of any of its Subsidiaries and will not result in, orrequire, the creation or imposition of any Lien on any of its or theirrespective properties or revenues pursuant to any such Requirement of Law orContractual Obligation.
     (f) The representations and warranties made by the Amendment Parties inthe Loan Documents are true and correct in all material respects on and as ofthe Amendment Effective Date, before and after giving effect to theeffectiveness of this Amendment, as if made on and as of the AmendmentEffective Date.
     2. Payment of Expenses. The Borrower agrees to pay or reimburse theAdministrative Agent for all of its reasonable out-of-pocket costs and expensesincurred in connection with the Amendment Documents, any other documentsprepared in connection herewith and the transactions contemplated hereby,including, without limitation, the reasonable fees and disbursements of counselto the Administrative Agent.
     3. No Other Amendments; Confirmation. Except as expressly amended,modified and supplemented hereby, the provisions of the Loan Documents are andshall remain in full force and effect.
     4. Governing Law; Counterparts. (a) **THIS AMENDMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK**
     (b) This Amendment may be executed by one or more of the parties to thisAgreement 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 copies of this Amendment, the Acknowledgment and Consent and theLender Consent Letters signed by all the parties shall be lodged with theBorrower and the Administrative Agent. This Amendment may be delivered byfacsimile transmission of the relevant signature pages hereof.
 

 

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed and delivered by their respective proper and duly authorizedofficers as of the day and year first above written.       AIRGATE PCS, INC., as Borrower            By:        Title:         LEHMAN COMMERCIAL PAPER INC., as  Administrative Agent            By:        Title: Authorized Signatory
 

 

ACKNOWLEDGMENT AND CONSENT
     Reference is made to the Credit Agreement described in the foregoingAmendment (the “Credit Agreement”; terms defined in the Credit Agreement beingused in this Acknowledgement and Consent with the meanings given to such termsin the Credit Agreement). Each of the undersigned parties to one or more LoanDocuments, in each case as amended, supplemented or otherwise modified fromtime to time, hereby (a) consents to the foregoing Amendment and thetransactions contemplated thereby and (b) acknowledges and agrees that theguarantees and grants of security interests contained in the Loan Documentsare, and shall remain, in full force and effect after giving effect to theforegoing Amendment and all prior modifications to the Credit Agreement.       AGW LEASING COMPANY, INC            By:      Title:       AIRGATE NETWORK SERVICES, LLC       By:      Title:

 

     EXHIBIT A
LENDER CONSENT LETTER
AIRGATE PCS, INC.