**Exhibit 10.23**
**AMENDMENT NO. 2**
          AMENDMENT NO. 2, dated as of November 30, 2003 (this “Amendment”), to theCredit Agreement (as defined below), among AIRGATE PCS, INC., a Delawarecorporation (the “Borrower”), the lenders party thereto (the “Lenders”), STATESTREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, ascollateral agent (the “Collateral Agent”), and LEHMAN COMMERCIAL PAPER INC., asadministrative agent (the “Administrative Agent”).
W I T N E S S E T H:
          WHEREAS, the Credit Agreement, dated as of August 16, 1999, among theBorrower, the lenders party thereto, the Collateral Agent and LucentTechnologies Inc., as administrative agent, was amended by the First Amendment,dated as of October 12, 2001, among the Borrower, the lenders party thereto,the Collateral Agent and the Administrative Agent (as amended, the “CreditAgreement”);
          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 intends to restructure certain of its indebtedness,and in connection therewith, the Borrower has requested that certain provisionsof the Credit Agreement be amended in the manner provided for in thisAmendment;
          NOW THEREFORE, in consideration of the foregoing and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto, intending to be legally bound, hereby agreeas follows:
          I. **Defined Terms**. Any capitalized term used but not defined herein shallhave the meaning specified in the Credit 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 defined term “PCS Subscribers” in itsentirety.
          (b) by deleting therefrom the following defined terms in their entiretyand substituting in lieu thereof the following definitions:
     “Administrative Agent” means Lehman Commercial Paper Inc., in itscapacity as administrative agent for the Lenders hereunder.
     “Contributed Capital” means, at any time, the aggregate amount whichshall have been received by the Borrower as a contribution to its capitalor as consideration for the issuance of equity interests in the Borrower,including, but not limited to, at any time
 

 

prior to April 1, 2005, the accreted value of all Indebtedness ofthe Borrower and its consolidated subsidiaries for borrowed money, in thecase of any such Indebtedness issued with original issue discount;provided, that the interest on such Indebtedness accretes and is notpayable in cash any time prior to April 1, 2005, in each case asdetermined on a consolidated basis in accordance with GAAP and thatContributed Capital shall exclude the proceeds of any intercompany loansor transfers.
     “EBITDA” means, for any period, the consolidated net income (orloss) of the Borrower and its consolidated Subsidiaries for such periodplus, to the extent deducted in determining such consolidated net income(or loss) for such period, the sum (without duplication) of (a) incometax expense, (b) interest expense, (c) depreciation and amortizationexpense, (d) extraordinary, unusual or non-recurring losses or charges,(e) any non-cash losses or charges, including (i) non-cash compensationsuch as restricted stock, stock options and any other similar instrumentsto the extent such non-cash compensation is expensed by the Borrower orits consolidated Subsidiaries, and (ii) charges to income resulting fromany change in warrant value under EITF 00-19, SFAS 150 or similarpronouncements, (f) amounts actually incurred in pursuit of claimsagainst, or disputing claims by, Sprint PCS or any of its Affiliates, inan aggregate amount not to exceed, $2,000,000 in any one fiscal yearperiod, provided that any portion of such amount not expended in any suchone-year period may be carried forward into the succeeding one-yearperiod but not in any subsequent year, (g) amounts not in excess of$5,000,000 in start-up costs actually incurred in connection with theprovision of billing and customer care services and any similar servicesby the Borrower or an Affiliate that had been provided to the Borrowerpursuant to the Sprint Affiliation Agreements, and (h) any restructuringcosts or charges incurred in connection with the transactionscontemplated by the Support Agreement or this Amendment, including thePermitted Subordinated Indebtedness, and (i) at Borrower’s option, EBITDAmay be increased by credits or payments received under the SprintAffiliation Agreements in either, at the Borrower’s option, the fiscalquarter actually received in cash or the fiscal quarter credited (withoutduplication), whether or not previously deducted in determining suchconsolidated net income (or loss); minus, to the extent added indetermining such consolidated net income (or loss) for such period, (i)interest income, (ii) extraordinary, unusual or non-recurring gains andany other non-cash gains, including income resulting from any change inwarrant value under EITF 00-19, SFAS 150 or similar pronouncements, and(iii) income attributable to investments in any entity (other thanconsolidated Subsidiaries) except to the extent the Borrower or awholly-owned Subsidiary actually received such income in the form of cashdividends or other similar cash distributions.
     “Senior Secured Debt” means, at any time, Total Debt of the Borrowerat such time for which the Borrower’s payment or performance obligationsthereunder are secured by any assets, rights or other tangible orintangible property of the Borrower or any Subsidiary, excluding anyportion thereof which by its terms is subordinate in right of payment tothe prior payment in full of the Loans and permitted by Sections 6.01(h)or 6.01(m).
 

 

     “Subsidiary” means any subsidiary of the Borrower; provided, thatnone of the Transitory Subsidiary, iPCS or any Unrestricted Subsidiary orany of their respective subsidiaries shall be a Subsidiary for purposesof this Agreement.
          (c) by adding thereto the following definitions in their appropriatealphabetical order:
     “Current Assets” means, as of the date Liens securing PermittedSubordinated Indebtedness are granted, the aggregate amount of assets ofthe Borrower as of such date which, in accordance with GAAP, may properlybe classified as current assets.
     “Equity Interests” means capital stock or interests of a Person andall warrants, options or other rights to acquire capital stock orinterests of a Person.
     “Support Agreement” means the Support Agreement dated as ofSeptember 24, 2003, among the Borrower and the various holders of notesissued under the Indenture.
     “New Indenture” means an indenture containing the terms andconditions described in the Support Agreement, pursuant to which theBorrower will issue new notes in the outstanding principal amount not toexceed $160,000,000, with a maturity date not earlier than three monthsafter the Maturity Date and with no scheduled principal payments orprepayments of any kind until after the Maturity Date; provided, thatsuch New Indenture shall include provisions, in form and substancesatisfactory to the Administrative Agent, setting forth, among otherthings, subordination in priority and in right of payment of suchobligations, and any guarantees thereof, to the Obligations.
     “Non-Recourse Debt” means Indebtedness:
          (a) as to which neither the Borrower nor its Subsidiaries (i)provides credit support of any kind, including any undertaking, agreementor instrument that would constitute Indebtedness, (ii) is directly orindirectly liable as a guarantor or otherwise, or (iii) constitutes alender;
          (b) no default with respect to which, including any rights that theholders thereof may have to take enforcement action against anUnrestricted Subsidiary, would permit upon notice, lapse of time or bothany holder of any other Indebtedness of the Borrower or any of itsSubsidiaries to declare a default on such other Indebtedness or cause thepayment thereof to be accelerated or payable prior to its statedmaturity; and
          (c) as to which the lenders have been notified in writing that theywill not have any recourse to the stock or assets of the Borrower or anyof its Subsidiaries.
     “Permitted Investment Entity” means an entity formed for the purposeof (a) engaging in a related telecommunications service business, (b)bidding on, owning or leasing spectrum or (c) providing management,billing or customer care services to the
 

 

Borrower, its Affiliates or other telecommunications serviceproviders, including any services currently provided by Sprint under theSprint Affiliation Agreements.
     “Permitted Subordinated Indebtedness” has the meaning set forth inSection 6.01(m).
     “Total Debt” means, at any time, (a) the accreted value of allIndebtedness of the Borrower and its consolidated Subsidiaries forborrowed money, in the case of any such Indebtedness issued with originalissue discount, and (b) the outstanding principal amount of allIndebtedness of the Borrower and its consolidated Subsidiaries forborrowed money (including Capital Lease Obligations) at such time,including, but not limited to, notes issued pursuant to the NewIndenture, and including any capitalized interest with respect to suchIndebtedness, in the case of such Indebtedness other than Indebtednessissued with original issue discount, minus (c) at any time prior to April1, 2005, all Indebtedness outstanding included in clause (a) of thisdefinition of Total Debt; provided, that interest on such Indebtednessaccretes and is not payable in cash any time prior to April 1, 2005, ineach case as determined on a consolidated basis in accordance with GAAP.
     “Unrestricted Subsidiary” means any subsidiary that is designated bythe board of directors of the Borrower as an Unrestricted Subsidiary, butonly to the extent that such subsidiary:
          (a) has no Indebtedness other than Non-Recourse Debt in an amountequal to the lesser of (i) $3,000,000 and (ii) 50% of the amount ofcontributed capital to such subsidiary;
          (b) is not a party to any agreement, contract, arrangement orunderstanding with the Borrower or any Subsidiary unless the terms of anysuch agreement, contract, arrangement or understanding are no lessfavorable to the Borrower or such Subsidiary than those that might beobtained at the time from Persons who are not Affiliates of the Borrower;
          (c) is a Person with respect to which neither the Borrower nor anyof its Subsidiaries has any direct or indirect obligation (i) tosubscribe for additional Equity Interests or (ii) to maintain or preservesuch Person’s financial condition or to cause such Person to achieve anyspecified levels of operating results;
          (d) has not guaranteed or otherwise directly or indirectly providedcredit support for any Indebtedness of the Borrower or any of itsSubsidiaries; and
          (e) has at least one director on its board of directors and oneexecutive officer that is not a director or executive officer of theBorrower or any of its Subsidiaries.
 

 

     If at any time any Unrestricted Subsidiary would fail to meet thepreceding requirements as an Unrestricted Subsidiary, it shall thereaftercease to be an Unrestricted Subsidiary.
          2. Amendments to Section 2.09.
          (a) Subsection (c) is hereby amended by (i) adding to the fourth line theclause “or Section 6.09(g)” after “Section 6.09(b)” and before “orprepayments”, and (ii) deleting in the twelfth line the clause “seniorsubordinated discount” and by adding the clause “or the New Indenture” after“to the Indenture” and before “or any”.
          (b) Section 2.09 is further amended by adding a new subsection (f) asfollows:
          (f) If and on each occasion that any Net Proceeds are received by oron behalf of the Borrower or any Subsidiary in respect of any PermittedSubordinated Indebtedness, the Borrower shall, within three Business Daysafter such receipt, prepay the Loans outstanding (or if no Loans are thenoutstanding, reduce the Commitments) in an aggregate amount equal to 50%of such Net Proceeds.
          3. Amendment to Section 5.03. Clause (iii) of Subsection (a) is herebyamended by adding the clause “, state of organization” after “any Subsidiary’sidentity” and before “or corporate structure”.
          4. Amendment to Section 5.11. Section 5.11 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
          SECTION 5.11. Additional Subsidiaries and Unrestricted Subsidiaries. Ifany Subsidiary or Unrestricted Subsidiary shall be formed or acquired after theClosing Date, the Borrower will notify the Administrative Agent and each Lenderthereof and (i) the Borrower will cause any such Subsidiary to become a partyto the Guaranty Agreement, the Guarantor Security Agreement and any othersecurity document the Administrative Agent and the Collateral Agent reasonablyrequire within three Business Days after such Subsidiary is formed or acquiredand promptly take all actions as the Collateral Agent or the AdministrativeAgent shall reasonably request to create and perfect Liens, in the case of anySubsidiary, on such Subsidiary’s assets, and in the case of any UnrestrictedSubsidiary, on such Unrestricted Subsidiary’s Equity Interests owned by theBorrower, intended to be created by the Loan Documents to secure theObligations and (ii) the Borrower will cause all Equity Interests of suchSubsidiary or Unrestricted Subsidiary, as the case may be, and in the case ofany Subsidiary, promissory notes evidencing all Indebtedness of suchSubsidiary, in each case to the extent owned by or on behalf of the Borrower orany Subsidiary, to be pledged pursuant to the Guarantor Security Agreementwithin three Business Days after such Subsidiary or Unrestricted Subsidiary, asthe case may be, is formed or acquired.
          The Borrower may also form a Permitted Investment Entity, and each of theLenders hereby consents to the formation thereof; provided that the Borrowershall take all actions required to be taken by it pursuant to this Section5.11.
 

 

          5. Amendments to Section 6.01.
          (a) Subsection (h) is hereby amended by deleting it in its entirety andreplacing it with the following:
          (h) Indebtedness of the Borrower under senior subordinatednotes which are subordinated to the Loans and issued pursuant tothe Indenture or the New Indenture and Guarantees of suchIndebtedness which are subordinated to the Loans and issuedpursuant to the Indenture or the New Indenture, as the case may be;
          (b) Subsection (i) is hereby amended by deleting it in its entirety andreplacing it with the following:
          (i) other unsecured Indebtedness of the Borrower in anaggregate principal amount at any time outstanding (excludingPermitted Subordinated Indebtedness) not exceeding $10,000,000 infiscal year 2003, $15,000,000 in fiscal year 2004, and $20,000,000in fiscal year 2005 and thereafter, irrespective of the aggregateprincipal amount of Indebtedness permitted pursuant to clause (d)then outstanding.
          (c) Subsection (k) is hereby amended by deleting the word “and” at the endof such subsection, and subsection (l) is hereby amended by deleting the “.”and substituting “; and” in lieu thereof.
          (d) Section 6.01 is hereby amended by adding a new subsection (m) andproviso as follows:
          (m) Indebtedness which is (i) unsecured or secured, in anaggregate amount not to exceed the difference between $175,000,000and the outstanding amount of the Loans, (ii) with a maturity datenot earlier than three months after the Maturity Date, (iii) withno scheduled principal payments until after the Maturity Date, (iv)secured, only by Liens on assets other than Current Assets, whichLiens are junior in priority to the Lenders’ Liens in and to theCollateral, and (v) subordinated in right of payment to the paymentin full of the Obligations, which Indebtedness may be incurred asan additional tranche of loans under the Credit Agreement on termsand conditions satisfactory to the Administrative Agent and theRequired Lenders including, without limitation, in respect ofenforcement and insolvency proceedings and the release ofCollateral and such other matters to be determined by theAdministrative Agent and the Required Lenders as more fully setforth in an intercreditor and subordination agreement acceptable tothe Administrative Agent and Required Lenders (“PermittedSubordinated Indebtedness”); provided, that the amount of allIndebtedness permitted under subsections (a), (h) and (m) shallnot, in the aggregate, exceed $325,000,000.
 

 

          6. Amendments to Section 6.02.
          (a) Subsection (f) is hereby amended by deleting it in its entirety andreplacing it with the following:
          (f) (i) Liens securing Indebtedness issued pursuant to theIndenture on the stock of subsidiaries other than AGW and (ii)second priority Liens securing Indebtedness issued pursuant to theNew Indenture on the assets of the Borrower and its Subsidiariesthat are subject to a security interest that secures theObligations, all as permitted under Section 6.01(h);
          (b) Subsection (g) is hereby amended by deleting the “.” and substituting”; and” in lieu thereof.
          (c) Section 6.02 is hereby amended by adding a new subsection (h) asfollows:
          (h) Liens incurred in connection with Indebtedness permittedunder Section 6.01(m).
          7. Amendment to Section 6.03. Subsection (b) is hereby amended by addingto the beginning of the first sentence thereof the clause, “Except as permittedby Section 6.04,”.
          8. Amendments to Section 6.04. Subsection (a) is hereby amended by (i)deleting the word “and” at the end of clause (viii) of such subsection, (ii)deleting the “.” at the end of clause (ix) and substituting “;” in lieuthereof, and (iii) adding new clauses (x) and (xi) as follows:
          (x) investments in one or more Permitted Investment Entitiesin an aggregate amount not to exceed $5,000,000 in fiscal year2003, $7,500,000 in fiscal year 2004, $10,000,000 in fiscal year2005, $12,500,000 in fiscal year 2006, $15,000,000 in fiscal year2007 less any amounts invested in any Unrestricted Subsidiarypursuant to clause (xi) below in such fiscal year; provided, thatany portion of such amount not expended in any such fiscal year maybe carried forward and added to the succeeding fiscal year periodbut not in any subsequent fiscal year period thereafter; and
          (xi) investments in one or more Unrestricted Subsidiaries inan aggregate amount not to exceed $2,000,000, provided, thatadditional investments above said amount may be made by Borrower inany such Unrestricted Subsidiary using only the Net Proceedsreceived from the issuance of Equity Interests by any suchUnrestricted Subsidiary.
          9. Amendments to Section 6.09. Section 6.09 is hereby amended by deleting(i) in the thirteenth line the word “and”, and (ii) in the fourteenth line alllanguage after the clause “6.01(d) or 6.01(i)” and substituting the followingin lieu thereof:
 

 

, and (g) the Borrower and its Subsidiaries may repurchase (at adiscount) notes issued under either the Indenture or the New Indenturefrom its cash on hand in an aggregate amount not to exceed $25,000,000 invalue of such notes, provided that the Borrower shall havecontemporaneously incurred an equal amount of Permitted SubordinatedIndebtedness.
               10. Amendment to Section 6.14. Section 6.14 is hereby amended by deletingit in its entirety and substituting “Reserved” in lieu thereof.
               11. Amendment to Section 6.15. Section 6.15 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
          SECTION 6.15. Ratio of Total Debt to Total Capitalization. The Borrowerwill not permit the ratio of (i) Total Debt on any of the dates set forth belowto (ii) Total Capitalization on such date, to exceed the ratio set forth belowopposite such date:     **Date** **Ratio** December 31, 2003  57.3%March 31, 2004  57.3%June 30, 2004  57.3%September 30, 2004  57.3%December 31, 2004  57.3%March 31, 2005  57.3%June 30, 2005  57.3%September 30, 2005  57.3%December 31, 2005  57.3%March 31, 2006  57.3%June 30, 2006  57.3%September 30, 2006  57.3%December 31, 2006  57.3%March 31, 2007  57.3%June 30, 2007  57.3%September 30, 2007  57.3%December 31, 2007  57.3%March 31, 2008  57.3%June 30, 2008  57.3%
          12. Amendment to Section 6.16. Section 6.16 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
 

 

          SECTION 6.16. Ratio of Total Debt to EBITDA. The Borrower will notpermit the ratio of (i) Total Debt outstanding on any of the dates set forthbelow to (ii) EBITDA for the four most recent fiscal quarters to exceed theratio set forth below opposite such date:     **Date** **Ratio** December 31, 2003  6.70 March 31, 2004  6.71 June 30, 2004  6.51 September 30, 2004  6.19 December 31, 2004  5.98 March 31, 2005  5.78 June 30, 2005  5.63 September 30, 2005  5.33 December 31, 2005  5.00 March 31, 2006  5.00 June 30, 2006  5.00 September 30, 2006  4.50 December 31, 2006  4.50 March 31, 2007  4.50 June 30, 2007  4.00 September 30, 2007  4.00 December 31, 2007  4.00 March 31, 2008  4.00 June 30, 2008  4.00 
               13. Amendment to Section 6.17. Section 6.17 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
          SECTION 6.17. Ratio of Senior Secured Debt to Total Capitalization. TheBorrower will not permit the ratio of (i) Senior Secured Debt outstanding onany date set forth below to (ii) Total Capitalization on such date, to exceedthe ratio set forth below opposite such date:     **Date** **Ratio** December 31, 2003  29.2%March 31, 2004  28.4%June 30, 2004  27.6%September 30, 2004  26.8%December 31, 2004  26.0%March 31, 2005  25.1%June 30, 2005  24.3%September 30, 2005  23.4%December 31, 2005  22.4%March 31, 2006  21.1%June 30, 2006  19.8%
 

 
     **Date** **Ratio** September 30, 2006  18.5%December 31, 2006  17.1%March 31, 2007  15.1%June 30, 2007  13.0%September 30, 2007  11.0%December 31, 2007  8.9%March 31, 2008  6.7%June 30, 2008  4.4%
               14. Amendment to Section 6.18. Section 6.18 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
          SECTION 6.18. Ratio of Senior Secured Debt to EBITDA. The Borrower willnot permit the ratio of (i) Senior Secured Debt outstanding on any date setforth below to (ii) EBITDA for the four most recent fiscal quarters to exceedthe ratio set forth below opposite such period:     **Date** **Ratio** December 31, 2003  3.41 March 31, 2004  3.24 June 30, 2004  3.07 September 30, 2004  2.86 December 31, 2004  2.63 March 31, 2005  2.42 June 30, 2005  2.27 September 30, 2005  2.16 December 31, 2005  2.00 March 31, 2006  2.00 June 30, 2006  2.00 September 30, 2006  2.00 December 31, 2006  1.50 March 31, 2007  1.50 June 30, 2007  1.50 September 30, 2007  1.50 December 31, 2007  1.50 March 31, 2008  1.50 June 30, 2008  1.50 
               15. Amendment to Section 6.20. Section 6.20 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
 

 

          SECTION 6.20. Ratio of EBITDA to Fixed Charges. The Borrower will notpermit the ratio of (i) EBITDA for the four most recent fiscal quarters endedon the date set forth below to (ii) Fixed Charges for such period to be lessthan the ratio set forth below opposite such period:     **Date** **Ratio** December 31, 2003  3.34 March 31, 2004  2.44 June 30, 2004  1.63 September 30, 2004  1.27 December 31, 2004  1.04 March 31, 2005  1.04 June 30, 2005  1.08 September 30, 2005  1.11 December 31, 2005  1.11 March 31, 2006  1.11 June 30, 2006  1.08 September 30, 2006  1.05 December 31, 2006  1.02 March 31, 2007  1.00 June 30, 2007  1.00 September 30, 2007  1.00 December 31, 2007  1.00 March 31, 2008  1.00 June 30, 2008  1.00 
               16. Amendment to Section 6.22. Section 6.22 is hereby amended by deletingit in its entirety and substituting the following in lieu thereof:
          SECTION 6.22. Minimum Revenue. The Borrower will not permit the netservice revenues of the Borrower and its consolidated Subsidiaries determinedon a consolidated basis in accordance with GAAP, for any period set forth belowto be less than the number set forth below opposite such date:     **Fiscal Year Ending** **Revenue** December 31, 2003 $147,015,000 December 31, 2004 $189,118,000 December 31, 2005 $228,658,000 December 31, 2006 $263,435,000 December 31, 2007 $269,854,414      **Fiscal Quarter Ending**        March 31, 2008 $67,659,409 June 30, 2008 $68,131,691 
 

 

          17. Amendment to Section 9.01. Section 9.01 is hereby amended by deletingsubsection (c) in its entirety, relettering the subsections accordingly, anddeleting subsection (e) in its entirety and substituting the following in lieuthereof:
          (e) if to any Lender, to it at its address (telecopy number) set forth inits Administrative Questionnaire or to the Administrative Agent, on behalf ofthe Lenders, for distribution to the Lenders.
          III. **Conditions to Effectiveness.**Except as provided in Section 1 belowand Article V, this Amendment shall become effective on the date (the“Effective Date”) on which all of the following conditions precedent have beensatisfied or waived:
          1. Executed Amendment. The Administrative Agent shall have received acounterpart hereof duly executed and delivered by the Borrower no later thanNovember 30, 2003. Effective as of the date hereof, (i) the amendment to thedefinition of Contributed Capital, set forth in Section II(1) hereof, shall bedeemed effective as of September 30, 2003, and shall be used in determining theBorrower’s compliance with the financial covenants set forth in the CreditAgreement for the periods ended September 30, 2003 and thereafter, (ii) theamendment to the definition of “EBITDA”, set forth in Section II(1) hereof,shall be deemed effective as of December 31, 2003 and shall be used indetermining the Borrower’s compliance with the financial covenants set forth inthe Credit Agreement for the periods ended December 31, 2003 and thereafter,(iii) the amendment to Section 6.14, set forth in Section II(10) hereof, shallbe deemed immediately effective and (iv) the amendments to Sections 6.16 and6.18, set forth in Sections II(12) and II(14), respectively, pursuant to whichEBITDA shall be calculated for the four most recent fiscal quarters rather thanthe two most recent fiscal quarters, shall be deemed effective as of December31, 2003 and shall be used in determining the Borrower’s compliance with thefinancial covenants set forth in the Credit Agreement for the periods endedDecember 31, 2003 and thereafter.
          2. Partial Prepayment of the Loans. On or before the Effective Date, theBorrower shall pay to the Administrative Agent for the account of Lenders$10,000,000, which shall be applied to reduce ratably the scheduled repaymentsof the Tranche 1 Loans and the Tranche 2 Loans, pro rata, in the amount of$7,500,000 for payments due in fiscal year 2004, and $2,500,000 for paymentsdue in fiscal year 2005.
          3. Acknowledgment and Consent. The Administrative Agent shall havereceived an executed Acknowledgement and Consent (the “Consent”), substantiallyin the form of Exhibit A, from AGW Leasing Company, Inc., AirGate NetworkServices, LLC, and AirGate Service Company, Inc.
          4. Intercreditor Agreement. The Administrative Agent shall have receivedan executed Intercreditor Agreement, substantially in the form of Exhibit B,from the Collateral Agent and Bankers Trust Company, as trustee, and asconsented to by the Borrower.
          5. Representations and Warranties. On the Effective Date and after givingeffect to this Amendment, (i) there shall exist no Default or Event of Defaultand (ii) all representations and warranties made by the Borrower containedherein, in the Consent and in the
 

 

Credit Agreement shall be true and correct in all material respects withthe same effect as though such representations and warranties had been made onand as of the date hereof.
          6. Fees and Expenses. The Borrower shall have paid to the AdministrativeAgent in immediately available funds (i) any restructuring fees agreed to bepaid by the Borrower to the Administrative Agent, (ii) 0.15% of the Commitment(after giving effect to the transactions contemplated hereby) on the date ofexecution hereof, and no later than the Effective Date, an additional 0.35% ofthe Commitment, as an amendment fee and (iii) all of its and the Lenders’reasonable out-of-pocket costs and expenses incurred in connection with thenegotiation and documentation of this Amendment and any other documentsprepared in connection herewith and transactions contemplated hereby,including, without limitation, the fees and disbursements of counsel to theAdministrative Agent.
          7. Legal Opinions. The Administrative Agent shall have received afavorable written opinion (addressed to the Administrative Agent and theLenders and dated as of the date hereof) of each of (i) counsel for theBorrower and its Subsidiaries, substantially in form reasonably acceptable tothe Administrative Agent and (ii) local counsel for the Borrower and itsSubsidiaries, in a form reasonably acceptable to the Administrative Agent,covering such matters relating to the Borrower and its Subsidiaries, thisAmendment, the other Loan Documents or the Transactions as the AdministrativeAgent shall reasonably request.
          8. Support Agreement. The Administrative Agent shall have received acertificate signed by the President, Vice President or a Financial Officer ofthe Borrower certifying that at least 90% of face value of the subordinatednotes issued under the Indenture have been exchanged in accordance with thetransactions described in the Support Agreement.
          IV. **Representations and Warranties.**In order to induce the Lenders toenter into this Amendment, the Borrower makes the following representations andwarranties to the Administrative Agent and the Lenders, all of which shallsurvive the execution and delivery of this Amendment:
          1. Power and Authority. The Borrower has the power and authority toexecute, deliver and carry out the terms and provisions of this Amendment andhas taken all necessary action to authorize the execution, delivery andperformance of the this Amendment. The Borrower has duly executed anddelivered this Amendment, and this Amendment constitutes its legal, valid andbinding obligation enforceable in accordance with its terms, subject to theeffects of bankruptcy, insolvency, reorganization, moratorium and other similarlaws relating to or affecting creditors’ rights generally, and generalequitable principles (regardless of whether enforcement is sought in equity orat law).
          2. No Violation. Neither the execution, delivery and performance by theBorrower of this Amendment nor the compliance with the terms and provisionshereof, nor the consummation of the transactions contemplated herein (i) willcontravene any applicable provision of any law, statute, rule, regulation,order, writ, injunction or decree of any court or governmental instrumentality,(ii) will conflict or be inconsistent with or result in any breach of, any ofthe terms, covenants, conditions or provisions of, or constitute a defaultunder, or result in the creation or imposition of (or the obligation to createor impose) any Lien upon any of the
 

 

property or assets of the Borrower pursuant to the terms of any indenture,mortgage, deed of trust, agreement or other instrument to which the Borrower isa party or by which it or any of the property or assets of any Credit Party arebound or to which the Borrower may be subject or (iii) will violate anyprovision of the certificate of incorporation or by-laws or otherorganizational documents of the Borrower.
          3. No Default. After giving effect to this Amendment, no Default or Eventof Default has occurred and is continuing as of the date hereof.
          V. **Miscellaneous.**
          1. Effective as of September 30, 2003, the Borrower shall be deemed tohave complied with the affirmative covenants contained in Section 5.01(a) ofthe Credit Agreement if it shall have delivered financial statements for itsfiscal year ended September 30, 2003 complying in all respects with suchcovenant, except that the report of KPMG, LLP accompanying such financialstatements may contain a “going concern” or other comparable qualification.
          2. Borrower acknowledges and confirms to, and agrees with, theAdministrative Agent and the Lenders that, except as specifically amendedhereby, the Credit Agreement and each other Credit Document shall remain infull force and effect (and are hereby ratified and confirmed in all respects)and shall continue to evidence, secure or otherwise guarantee and support theObligations owing by the Borrower to the Lenders pursuant to the CreditAgreement and the Note delivered in accordance with the Credit Agreement.
          3. This Amendment shall be construed in accordance with the laws of theState of New York, without regard to the conflicts of laws principles thereof.
          4. This Amendment may be executed in more than one counterpart, includingby telecopy, which together shall constitute one and the same agreement.
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          IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart ofthis Amendment to be duly executed and delivered as of the date first abovewritten.      **AIRGATE PCS, INC.**, as Borrower      By:         Name:    Title:       **LEHMAN COMMERCIAL PAPER INC.**, as Administrative Agent      By:         Name:    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 Acknowledgment 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 hereby 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:       AIRGATE SERVICE COMPANY, INC.           By:         Title: 
 

 

LENDER CONSENT LETTER
AIRGATE PCS, INC.