exv4w12



 




Exhibit 4.12




FORM OF PLEDGE AGREEMENT

[COMPANY NAME]




                    This
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of
  •  , 2004 (this
“Agreement”), is made by AIRGATE PCS, INC., a Delaware corporation (the
“Pledgor”), in favor of STATE STREET BANK AND TRUST COMPANY, a Massachusetts
banking corporation, as collateral agent (in such capacity, “Collateral Agent”
and the “Pledgee”).




W I T N E S S E T H:




                    WHEREAS, the Pledgor is the sole owner of all of the issued and
outstanding capital stock of [SUBSIDIARY], a    corporation (“Company”);




                    WHEREAS, the Pledgor entered into that certain Credit Agreement, dated as
of August 16, 1999, as amended, among the several lending institutions from
time to time party thereto (the “Lenders”), the Collateral Agent, and Lehman
Commercial Paper, Inc., as administrative agent (the “Administrative Agent”)
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”); and




                    WHEREAS, to secure the due and prompt payment and performance by the
Pledgor of the Obligations under the Credit Agreement, the Lenders required the
Pledgor to execute and deliver a pledge agreement to the Pledgee and to pledge
the security therein referred to;




                    NOW, THEREFORE, the parties hereby agree as follows:




                    1.      Definitions; Interpretation.




                    (a)      Defined Terms. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement, and the following terms
shall have the following meanings:




                    “Acknowledgement of Pledge” shall mean the Acknowledgement of Pledge
substantially in the form of Exhibit A hereto.




                    “Administrative Agent” shall have the meaning ascribed thereto in
the recitals hereof.




                    “Agreement” shall have the meaning ascribed thereto in the preamble
hereto.




                    “Amendment” shall have the meaning ascribed thereto in the recitals
hereof.




                    “Capital Stock” shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock
of a corporation and any and all warrants or options to purchase any of
the foregoing.





 








 


                    “Certificate of Incorporation” shall mean the Certificate of
Incorporation of the Company, as the same may be amended, supplemented or
otherwise modified from time to time.




                    “Collateral Agent” shall have the meaning ascribed thereto in the
preamble hereto.




                    “Company” shall have the meaning ascribed in the recitals hereto.




                    “Company By-Laws” shall mean any By-Laws of the Company, as the same
may be amended, supplemented or otherwise modified from time to time.




                    “Credit Agreement” shall have the meaning ascribed thereto in the
recitals hereto.




                    “Indenture” shall mean the Indenture, dated as of    , 2004,
by and among Pledgor, the Company, the other guarantors party thereto and
the Trustee, as amended, supplemented or otherwise modified from time to
time.




                    “Intercreditor Agreement” means the Intercreditor Agreement, dated
as of    , 2004, among the Trustee, the Pledgor, the
Administrative Agent and the Collateral Trustee, as amended, supplemented
or otherwise modified from time to time.




                    “Lenders” shall have the meaning ascribed thereto in the recitals
hereto.




                    “Person” means any natural person, individual, corporation, limited
liability company, limited liability partnership, trust, business trust,
joint venture, association, company, sole proprietorship, unincorporated
association, joint stock corporation, partnership, Governmental Authority
or other entity.




                    “Pledged Collateral” has the meaning ascribed thereto in Section 2
hereof.




                    “Pledged Stock” has the meaning ascribed thereto in Section 2
hereof.




                    “Pledgee” shall have the meaning ascribed in the preamble hereto.




                    “Pledgor” shall have the meaning ascribed thereto in the preamble
hereto.




                    “Securities Act” shall mean the Securities Act of 1933, as amended.




                    “Security Interest” has the meaning ascribed thereto in Section 2
hereof.




                    “Subordinated Pledge Agreement” shall mean the pledge agreement,
dated as of    , 2004, between Pledgor and the Trustee, as
amended, supplemented or otherwise modified from time to time.




                    “Termination Date” shall mean the date on which all of the
Obligations have been paid in full and the Commitment of the Lenders to
make Loans under the Credit Agreement shall have expired or been
terminated.





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                    “Trustee” means Bankers Trust Company, as trustee under the
Indenture, and any successor thereto.




                    “UCC” means the Uniform Commercial Code in effect in any applicable
jurisdiction.




                    (b)      Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning
and effect as the word “shall”. Unless the context requires otherwise
(i) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (ii) any reference herein
to any Person shall be construed to include such Person’s successors and
assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (iv) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement and (v) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts,
contract rights, licenses and intellectual property.




                    (c)      Accounting Terms; GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that,
if the Pledgor notifies the Pledgee that the Pledgor requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Pledgee requests of the
Pledgor an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance herewith.




                    2.      Grant of Security Interest. As collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, the Pledgor hereby delivers,
pledges, sets over, transfers, assigns and hypothecates and grants a general
first priority continuing security interest (the “Security Interest”) and lien
in favor of the Pledgee in all right, title and interest of the Pledgor,
whether now owned or hereafter acquired, in the equity interests of the Company
(collectively referred to as the “Pledged Collateral”), including:





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                    (a)      all of the Capital Stock of the Company now or hereafter owned
by the Pledgor, including, without limitation, the Capital Stock
described in Annex 1 hereto (the “Pledged Stock”);




                    (b)      all shares of Capital Stock of the Company which the Pledgor
receives by reason of any stock split, bonus, dividend, distribution or
other form of issue, with respect to or arising from the Pledged Stock;




                    (c)      all warrants, options or rights to acquire, or securities
convertible into, any Capital Stock of the Company, now existing or
hereafter issued to or acquired by the Pledgor;




                    (d)      all dividends or distributions of cash or other property
declared, paid or payable with respect to the Pledged Stock or other
interest described above;




                    (e)      all increases and profits of the foregoing and all proceeds,
replacements and substitutions thereof; and




                    (f)      all proceeds of the foregoing including, without limitation, all
securities or other property acquired with any proceeds.




                    The Pledgor shall have delivered to the Pledgee all certificates
representing the Pledged Stock and undated stock powers in form and substance
satisfactory to the Pledgee duly endorsed in blank or other instruments of
transfer with respect to such certificates. The Pledgor will hold in trust for
the Pledgee and forthwith cause to be delivered to the Pledgee or its
designated agent any certificates, documents or other instruments representing
the Pledged Collateral hereafter coming into existence.




                    3.      Representations and Warranties of the Pledgor. The Pledgor represents
and warrants that, except as otherwise disclosed by the Pledgor to the Pledgee:




                    (a)      Title; Liens. All of the Pledged Stock is fully paid,
non-assessable, validly issued and validly owned by the Pledgor. Except
for the Security Interest and the lien created pursuant to the
Subordinated Pledge Agreement, the Pledgor owns each item of the Pledged
Collateral free and clear of any and all liens or claims of others. No
security agreement, financing statement or other public notice with
respect to all or any part of the Pledged Collateral is on file or of
record in any public office, except for the Security Interest;




                    (b)      Perfected First Priority Security Interest. The Security
Interest and lien constitute and will continue to constitute a valid,
perfected first priority security interest in such Pledged Collateral in
favor of the Pledgee, enforceable as such against all creditors of and
purchasers from the Pledgor;




                    (c)      Power and Authority. The Pledgor has full power and authority
to pledge any or all of its rights and interests in the Pledged
Collateral, and the Pledgor has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and this
Agreement constitutes the valid and legally binding obligation of the





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Pledgor, enforceable in accordance with its terms and conditions
(except as such enforcement may be limited by applicable bankruptcy,
insolvency, moratorium or similar state or federal laws affecting
enforcement of creditors’ rights and remedies generally and except for
the enforceability of provisions providing for injunctive relief,
specific performance or other equitable remedies, regardless of whether
such enforcement is sought in a proceeding in equity or at law);




                    (d)      No Conflict. The execution and delivery by the Pledgor of, and
performance by the Pledgor of its obligations under, this Agreement do
not and will not result in any violation of or conflict with the terms
of:




                    (i)      any Requirement of Law applicable to the Company or the
Pledgor;




                    (ii)      the Certificate of Incorporation or the Company By-Laws;
or




                    (iii)      any other material agreement, indenture, instrument or
license applicable to or binding upon the Company or the Pledgor
and not covered by clauses (i) and (ii) above;




                    (e)      Pledged Stock. The Pledged Stock constitutes and at all times
will constitute all of the issued and outstanding capital stock of the
Company and the Pledged Collateral will at all times constitute all of
the equity and ownership interests of the Company;




                    (f)      Options, Etc. There is no option, warrant, call or other right
or commitment of any character giving any Person the right to purchase
any or all of the Pledged Stock or other Pledged Collateral from the
Pledgor or the Company;




                    (g)      Stock Powers. The instruments of transfer delivered with the
Pledged Collateral are duly executed;




                    (h)      Voting Rights. There are no restrictions on the voting rights
associated with the Pledged Collateral or upon the transfer of any of the
Pledged Collateral (other than the restrictions contained in this
Agreement) that have not been waived by the party having the right to
enforce such restrictions; and




                    (i)      No Consent. Except for the Acknowledgement of Pledge executed
and delivered by the Company to, and in form and substance satisfactory
to, the Pledgee and the Administrative Agent, no consent or
acknowledgement of any other Person in any form whatsoever and no
authorization, approval or other action by, and no notice to or filing
with, any Governmental Authority or regulatory body or other third party
is or will be required either (i) for the grant by the Pledgor of the
Security Interest or the first priority lien or pledge granted hereby or
for the execution, delivery or performance of this Agreement by the
Pledgor, (ii) for the perfection or maintenance of the pledge and the
Security Interest and the first priority lien created hereby (including
the first priority nature of such pledge and security interest) or (iii)
for the exercise by the Pledgee of its rights provided for in this
Agreement or the remedies in respect of the Pledged Collateral





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pursuant to this Agreement (except as may be required in connection
with the disposition of any portion of the Pledged Collateral by laws
affecting the offering and sale of securities generally), other than
consents, authorizations, approvals and other actions which have already
been obtained (copies of which have been delivered to Pledgee).




                    4.      Covenants of the Pledgor. The Pledgor covenants and agrees with the
Pledgee that, from and after the date hereof, the Pledgor:




                    (a)      Adverse Claims. Shall warrant and defend the Pledged Collateral
against the claims and demands of all other parties and keep the Pledged
Collateral free from all security interests or other encumbrances, except
as otherwise permitted under this Agreement;




                    (b)      Assignment. Shall not sell, transfer, assign, deliver, convey
or otherwise dispose of any Pledged Collateral or any interest therein or
thereunder or grant to any Person any option, warrant or other
to acquire any of the Pledged Collateral or any interest therein or
thereunder, except as otherwise permitted hereunder or under the
Credit Agreement;




                    (c)      Pledge. Shall not pledge, hypothecate, grant a security
interest or lien in or otherwise encumber in any manner any of the
Pledged Collateral except to the Trustee;




                    (d)      Certificate of Incorporation; Company By-Laws. Shall not,
except upon the Pledgee’s request or with the Pledgee’s prior written
consent, cause, permit or consent to any amendment or modification to the
Certificate of Incorporation or the Company By-Laws; provided however,
that if such amendment does not materially lessen the rights granted to
the Pledgee by this Agreement, only prior notice to the Pledgee shall be
required;




                    (e)      Certificates, Etc. Shall not, except as permitted under Section
6.01(b), Section 6.04(a) and Section 6.06 of the Credit Agreement, or
upon the Pledgee’s request or with the Pledgee’s prior written consent,
seek or take delivery of any additional certificate, instrument or other
written document constituting or evidencing any Pledged Collateral, and
if the Pledgor receives any such certificate, instrument or document, the
Pledgor shall immediately notify the Pledgee thereof and immediately
deliver such certificate, instrument or document to the Pledgee, duly
endorsed as the Pledgee requests or accompanied by an appropriate
instrument of transfer executed in blank; and




                    (f)      Taxes. Shall pay or reimburse the Pledgee for all taxes,
assessments and other charges of every nature that may be imposed, levied
or assessed on the Pledgee in respect of the Pledged Collateral other
than taxes on net income or any tax in lieu thereof, subject to Section
2.15 of the Credit Agreement.




                    (g)      Additional Documents. Shall cause the Company to execute and
deliver to each of the Pledgee and the Administrative Agent the
Acknowledgment of Pledge, substantially in the form of Exhibit A attached
hereto, and shall cause the Company to execute and deliver to the Pledgee
such financing statements, assignments, registrations and other documents
requested by the Pledgee, and shall cause the Company to do such





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other things relating to the Pledged Collateral and the Pledgee’s
Security Interest and first priority lien as the Pledgee may request, and
the Pledgor shall pay all costs of lien searches and filing of financing
statements, assignments and other documents in all public offices
reasonably requested by the Pledgee.




                    5.      Voting Rights. During the term of this Agreement, so long as there
shall not occur and be continuing any Event of Default, the Pledgor shall have
the right to vote the Pledged Collateral on all matters for all purposes not
inconsistent with the terms of this Agreement or the Credit Agreement. Upon
the occurrence of an Event of Default so long as such Event of Default shall be
continuing, the Pledgee shall thereafter have, at its discretion, the option to
exercise all voting powers and other rights pertaining to the Pledged
Collateral. The Pledgee may, upon or at any time after the occurrence of an
Event of Default so long as such Event of Default shall be continuing, at its
option, transfer or register the Pledged Collateral or any part thereof into
its own or its nominee’s name.




                    6.      Distributions and Other Income from Pledged Collateral.




               (a)      Any and all:




                         (i)      Cash distributions paid in respect of the Pledged
Collateral;




                         (ii)      Distributions paid or payable other than in cash in
respect of the Pledged Collateral; and




                  (iii)      Instruments, Capital Stock, securities and other
property received, receivable or otherwise distributed in respect
of, upon the subdivision or combination of, or in exchange for, any
Pledged Collateral,




shall constitute Pledged Collateral, and shall forthwith be paid or delivered
directly to the Pledgee to hold as Pledged Collateral; provided, however, that
if no Event of Default shall have occurred and be continuing, the Pledgor shall
be entitled to receive and retain any and all cash distributions (including any
interest paid) made in respect of the Pledged Collateral to the extent such
payments are not prohibited by the Credit Agreement.




                    (b)      Any and all distributions paid or payable in cash in respect of
any Pledged Collateral in connection with a partial or total liquidation
or dissolution, and any and all cash paid, payable or otherwise
distributed in respect to redemption of, or in exchange for, any Pledged
Collateral, shall be paid or delivered directly to the Pledgee, which, at
the Pledgee’s sole election, shall be held as Pledged Collateral or
applied to the Obligations in such order and manner as the Pledgee
determines.




                    (c)      If, notwithstanding the foregoing, the Pledgor receives any
distribution or other property that should have been paid or delivered
directly to the Pledgee as provided in this Section 6, or that was paid
to the Pledgor in violation of Section 6 hereof, the Pledgor shall:




                         (i)      Receive such distribution or property, as the case may be,
in trust for the benefit of the Pledgee;





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                         (ii)      Segregate such distribution or property from the other
property or funds of the Pledgor; and




                         (iii)      Deliver such distribution or property immediately to the
Pledgee in the form received (with any necessary endorsement).




                    7.      Remedies.




             (a)   Generally. During the existence of an Event of Default, the
Pledgee shall have, and may exercise with respect to the Pledged
Collateral, in such order and manner as it determines, all rights and
remedies of a secured party under the Uniform Commercial Code and under
any other applicable law, as well as those rights granted herein and in
any other agreement now or hereafter in effect between the Pledgor and
the Pledgee. Without limiting the generality of the foregoing, during
the existence of an Event of Default, the Pledgee may sell or otherwise
dispose of all or any part of the Pledged Collateral upon prior notice to
the Pledgor, by public or private sale, in one or more transactions, and
in such order as the Pledgee determines. Proceeds realized from such
sales and dispositions shall be applied as provided in the Intercreditor
Agreement.




             (b)   Private Sales. The Pledgor recognizes that the Pledgee may be
unable to effect a public sale of all or a part of the Pledged Collateral
by reason of certain provisions contained in the Securities Act and the
securities laws of various states, and may be compelled to resort to one
or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire the Pledged Collateral
for their own account, for investment and without a view to the
distribution or resale thereof. The Pledgor understands that private
sales so made may be at prices and other terms less favorable than if the
Pledged Collateral were sold at public sales, and agrees that the Pledgee
has no obligation to delay the sale of the Pledged Collateral for the
period of time necessary to permit the Pledgee to register the Pledged
Collateral for sale under the Securities Act or such state laws. The
Pledgor agrees that private sales under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.




             (c)   Notice of Sale. Without in any way requiring notice to be given
in the following time and manner, the Pledgor agrees that any notice by
the Pledgee of a sale, disposition or other intended action hereunder or
in connection herewith, whether required by the UCC or otherwise, shall
constitute reasonable notice to the Pledgor if such notice is:




                         (i)      Mailed by registered or certified mail, return receipt
requested, postage prepaid;




                         (ii)      Delivered personally against receipt;




                         (iii)      Sent by a recognized overnight delivery service; or




                         (iv)      Sent via telecopy, telex or cable,





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in each case at least ten days prior to such action, to the Pledgor’s address
specified in Section 10(f) hereof.




             (d)   Right to Purchase the Pledged Collateral. The Pledgee shall
have the right upon any such public sale and, to the extent permitted by
law, upon any such private sale, to purchase the whole or any part of the
Pledged Collateral so sold, free of any right or equity of redemption in
the Pledgor, which right or equity is hereby waived and released.




             (e)   Costs. All costs and expenses incurred by the Pledgee in
enforcing this Agreement, in realizing upon or protecting any Pledged
Collateral and in enforcing and collecting any Obligations or any
guaranty thereof (including, if the Pledgee retains counsel for advice,
suit, appeal, insolvency or other proceedings under the federal
Bankruptcy Code or otherwise, or for any of the above purposes, the
actual attorneys’ and paralegals’ fees incurred by the Pledgee), shall
constitute part of the Obligations, and all such costs and expenses are
secured by the Pledged Collateral, as well as by all other property
serving as security for the Obligations.




             (f)   Transfer of Pledged Collateral. During the existence of an
Event of Default, the Pledgee is authorized to transfer the Pledged
Collateral or any part thereof into its own name or that of its nominee
on the books of the Company so that the Pledgee or its nominee may appear
of record as the sole owner thereof.




             (g)   No Limitation on the Pledgee’s Rights. The rights of the
Pledgee hereunder shall not be conditioned or contingent upon the pursuit
by the Pledgee of any right or remedy against the Pledgor or against any
other Person that may be or become liable in respect of all or any part
of the Obligations or against any collateral security therefor, guarantee
thereof or right of offset with respect thereto.




             (h)   Duties of the Pledgor. During the existence of any Event of
Default, the Pledgor shall:




                         (i)      Use its best efforts to assist and cooperate in obtaining
all approvals that are then required by applicable law or contract
for or in connection with any transaction contemplated by the UCC;




                         (ii)      Consent to (and not challenge) the transfer of control or
assignment of the Pledged Collateral to a receiver, trustee,
transferee or similar official or to any purchaser of any of the
Pledged Collateral pursuant to any public or private sale, judicial
sale, foreclosure or exercise of other remedies available to the
Pledgee as permitted herein and by applicable law;




                         (iii)      Assist and cooperate (and use its best efforts to cause
others to assist and cooperate) with the Pledgee to ensure that the
Company continues:




                         (A)      To operate in the normal
course of business;




                         (B)      To fulfill all of its
legal, regulatory and contractual obligations; and





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                         (C)      To otherwise be properly
and professionally managed;




such assistance and cooperation may include the employment of one
or more qualified and independent consultants and/or professional
managers acceptable to the Pledgee to assist in the interim
operations of the Company, all of which the Pledgor agrees not to
challenge;




                         (iv)      At the request of the Pledgee, cooperate in effecting the
transfer of any and all of the Pledged Collateral to a transferee
acceptable to the Pledgee; and




                         (v)      Not accept (or permit the Company to accept) any offer to
buy all or any part of the Pledged Collateral or the Company
operations pursuant to this Section 7 without the Pledgee’s prior
written consent.




 



                    8.     Further Assurances; Waivers; Etc.




             (a)   Further Assurances. At any time and from time to time, upon the
written request of the Pledgee, and at the sole expense of the Pledgor
(including all costs for lien searches and filing fees of every kind),
the Pledgor shall promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Pledgee
may reasonably request for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein
granted, including, but not limited to, the filing of any financing
statements, assignments, continuations or other documents under the UCC
in effect in any jurisdiction with respect to the liens created hereby.
The Pledgor hereby authorizes the Pledgee to file any such financing or
continuation statement without the signature of the Pledgor to the extent
permitted by applicable law. If any amount payable in connection with
any of the Pledged Collateral shall be or become evidenced by any
instrument, such instrument shall be promptly delivered to the Pledgee,
duly endorsed in a manner reasonably satisfactory to the Pledgee, to be
held as Pledged Collateral pursuant to this Agreement.




             (b)   Authorizations. The Pledgor authorizes the Pledgee, without
notice or demand and without affecting any obligation hereunder in
accordance with the terms of the Loan Documents, from time to time:




               (i)      To renew, extend, increase, accelerate or otherwise change
the time of payment or the terms of, or the interest on, the
Obligations or any part thereof;




              (ii)      To take from any Person and hold collateral (other than
the Pledged Collateral) for the payment of the Obligations or any
part thereof, and to exchange, enforce or release such collateral
or any part thereof;




               (iii)      To accept and hold any endorsement or guaranty of the
Obligations or any part thereof and to release or substitute any
such endorser or guarantor or any Person that has given any
security interest in any other collateral as security for the
payment of the Obligations or any part thereof or any other party
in any way obligated to pay the Obligations or any part thereof;
and





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               (iv)      To direct the order or manner of the disposition of the
Pledged Collateral and any and all other collateral for any of the
Obligations and the enforcement of any and all endorsements and
guaranties relating to the Obligations or any part thereof as the
Pledgee, in its sole discretion, may determine.




             (c)   Attorney-in-Fact. The Pledgor hereby appoints the Pledgee as
the Pledgor’s attorney-in-fact (without requiring the Pledgee) and
authorizes the Pledgee to act as the Pledgor’s attorney-in-fact, from
time to time, upon the occurrence of an Event of Default and during the
continuance thereof:




               (i)      To perform all acts that the Pledgee deems appropriate in
accordance with this Agreement to perfect and continue its
interests hereunder in the Pledged Collateral;




               (ii)      To protect, preserve and realize upon the Pledged
Collateral; and




               (iii)      To execute such orders and receipts for payment of the
Pledged Collateral in accordance with this Agreement as the Pledgee
deems appropriate in its sole discretion.



The foregoing power of attorney is coupled with an interest and shall be
irrevocable and is given to secure performance by the Pledgor of the
Obligations. Subject to the terms of this Agreement, effective upon the
occurrence of an Event of Default and during the continuance thereof, the
Pledgee may demand, collect and sue on the Pledged Collateral (in either its or
the Pledgor’s name, at the Pledgee’s sole option), and enforce, compromise,
settle or discharge the Pledged Collateral, without discharging the Obligations
or any part thereof and whether or not any such action results in the
imposition of any penalty. The Pledgor authorizes and directs the Company to
make any payments in respect of the Pledged Collateral as the Pledgee may
direct, effective upon the occurrence of an Event of Default and during the
continuance thereof, and hereby releases the Company from any liability to the
Pledgor for making such payments.




                    (d)      Performance by the Pledgee. Upon the Pledgor’s failure to
perform any of its duties hereunder, the Pledgee may, but shall not be
obligated to, perform any or all such duties, and the cost thereof shall
constitute Obligations and be secured by the Pledged Collateral.




                    (e)      Care of the Pledged Collateral. The Pledgee shall be deemed to
have exercised reasonable care in the custody and preservation of the
Pledged Collateral in its possession if such Pledged Collateral is
accorded treatment substantially equal to the care that the Pledgee
accords its own property, it being understood that the Pledgee shall not
have responsibility for:




               (i)      Ascertaining or taking action with respect to any matter
relative to any Pledged Collateral, whether or not the Pledgee has
or is deemed to have knowledge of such matters; or





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               (ii)      Taking any step to preserve rights against any Person
with respect to any of the Pledged Collateral.



The Pledgor shall have the sole responsibility for taking any and all steps to
preserve rights against any and all Persons to any of the Pledged Collateral,
whether or not in the Pledgee’s possession. The Pledgee shall not be
responsible for loss or damage resulting from the Pledgee’s failure to enforce
or collect any of the Pledged Collateral or to collect any moneys due or to
become due thereunder.




                    (f)      Waivers. The Pledgor waives notice of any action taken by the
Pledgee, other than those actions taken by the Pledgee for which notice
is required under this Agreement.




                    (g)      Reinstatement. If after receipt of any payment of, or proceeds
of, any of the Pledged Collateral applied to the payment of any of the
Obligations, the Pledgee is required to surrender or return such payment
or proceeds to any Person for any reason, then the Obligations intended
to be satisfied by such payment or proceeds shall be reinstated and
continue and this Agreement shall continue in full force and effect as if
such payment or proceeds had not been received by the Pledgee. This
Section 8(g) shall:




               (i)      Remain effective notwithstanding any contrary action that
may be taken by the Pledgee in reliance upon such payment or
proceeds; and




               (ii)      Survive the termination or revocation of this Agreement.




                    (h)      Consequential Damages. To the extent permitted by applicable
law, the Pledgor shall not assert, and hereby waives, any claim against
the Pledgee, or any Affiliate thereof, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to
direct or actual damages other than damages waived hereunder) arising out
of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Loan Documents or any
Loan or the use of the proceeds thereof.




                    9.      Termination. When all of the Obligations shall have been paid in full
and the Commitment of the Lenders to make Loans has expired or been terminated,
this Agreement shall terminate, and the Pledgee shall forthwith assign,
transfer and deliver to the Pledgor, against its receipt, the Pledged
Collateral then held by the Pledgee hereunder and release the lien of the
Pledgee hereunder and release the Pledgor from its obligations hereunder.




                    10.      Miscellaneous.




                    (a)      Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or make unenforceable such provision in any other
jurisdiction. The parties shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable





12







 



provision with valid provisions the economic effect of which is as
close as possible to that of the invalid, illegal or unenforceable
provision.




                    (b)      Amendments, Waivers, Etc. None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by the Pledgor and the Pledgee;
provided that any provision of this Agreement may be waived by the
Pledgee in writing.




                    (c)      No Waiver. The Pledgee shall not by any act (except by a
written instrument pursuant to Section 10(b) hereof), delay, indulgence,
omission or otherwise (including any failure to exercise any right,
remedy or option under this Agreement) be deemed to have waived any right
or remedy hereunder or to have acquiesced in any Event of Default or any
breach of any of the terms and conditions hereof. No failure to
exercise, nor any delay in exercising, on the part of the Pledgee, any
right, power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. No waiver by the Pledgee shall
affect its right to require strict performance of this Agreement. A
waiver by the Pledgee of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy that the
Pledgee would otherwise have on any future occasion.




                    (d)      Cumulative Remedies. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not
exclusive of any right or remedy provided by law.




                    (e)      Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns permitted by the Credit Agreement, except that the
Pledgor may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Pledgor without such
consent shall be null and void).




                    (f)      Notices. Except as otherwise specified herein, all notices,
requests, demands, consents, instructions or other communications
hereunder shall be duly given or made. If sent in writing and shall be
deemed to have been duly given or made:




               (i)      If sent by fax, upon the transmittal thereof;




               (ii)      If sent by nationally recognized overnight courier, on
the following Business Day; and




               (iii)      If sent by first-class mail, on the fifth Business Day
following the deposit thereof in the mail, postage prepaid,



in each case addressed to the Person to which such notice is requested or
permitted to be given or made hereunder at the following address (or such other
address as may hereafter be designated, in writing, by the relevant Person in
accordance with this Section 10(f)):





13








 




	 	(A) If to the Pledgee:









	 	State Street Bank and Trust Company

2 Avenue de Lafayette, 6th Floor

Boston, Massachusetts 02111-1724

Telephone No.: (617) 662-1726

Telecopier No.: (617) 662-1460

Attention: Patrick E. Thebado, Assistant Vice President









	 	with a copy to:









	 	Lehman Commercial Paper, Inc.

745 Seventh Avenue

New York, NY 10019

Telephone No.: (212) 526-1463

Telecopier No.: (646) 758-1986

Attention: Frank P. Turner









	 	(B) If to the Pledgor:









	 	AirGate PCS, Inc.

Harris Tower, Suite 1700

233 Peachtree Street, N.E.

Atlanta, Georgia 30303

Telephone No.: (404) 832-6170

Telecopier No.: (404) 832-2237

Attention: Secretary








                    (g)      Integration. This Agreement represents the agreement of the
Pledgor with respect to the subject matter hereof, and there is no
promise, undertaking, representation or warranty by the Pledgee relative
to the subject matter hereof not expressly set forth or referred to
herein.




                    (h)      Governing Law. This Agreement shall for all purposes be
governed by, and construed and interpreted in accordance with, the laws
of 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
any jurisdiction other than the State of New York.




                    (i)      Submission To Jurisdiction; Waivers. The Pledgor hereby
irrevocably and unconditionally:




               (i)      Submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the
Southern District of New York, and the appellate courts from any
thereof;





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               (ii)      Consents that any such action or proceeding may be
brought in any such court and waives any objection that it may now
or hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




               (iii)      Agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail),
postage prepaid, to the Pledgor at its address set forth in Section
10(f) hereof or at such other address of which the Pledgee shall
have been notified pursuant thereto; and




               (iv)      Agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction.




                    (j)      Waiver of Jury Trial. The Pledgor and, by its acceptance
hereof, the Pledgee, hereby irrevocably and unconditionally waive trial
by jury in any legal action or proceeding relating to the Company By-laws
or any counterclaim arising therefrom.




                    (k)      Acknowledgements. The Pledgor hereby acknowledges that:




               (i)      It has been advised by counsel in the negotiation,
execution and delivery of this Agreement;




               (ii)      The Pledgee has no fiduciary relationship to the Pledgor;
and




               (iii)      No joint venture exists between the Pledgor and the
Pledgee.




                    (l)      Security Documents. This Agreement shall be a Security Document
(as defined in the Credit Agreement).





15







 



 



                    IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.




	 	 	 
	 	 	
AIRGATE PCS, INC.,

a Delaware corporation
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Thomas M. Dougherty

President and Chief Executive
	 	 	 
	 	 	
STATE STREET BANK AND TRUST COMPANY,

a Massachusetts banking corporation,

as Collateral Agent for the Lenders
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Patrick E. Thebado

Assistant Vice President







 








 




ANNEX 1




DESCRIPTION OF SHARES

  •   Shares of
  •   of [COMPANY]





 








 



EXHIBIT A




[COMPANY LETTERHEAD]




ACKNOWLEDGEMENT




          , 2004




State Street Bank and Trust Company

2 Avenue de Lafayette

Boston, MA 02111




Attention: Global Investor Services

Group – Corporate Trust Department




Lehman Commercial Paper, Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Frank P. Turner

Re: Pledge of Shares

—




Ladies and Gentlemen:




          Reference is made to the Pledge Agreement, dated as of    , 2004
(the “Pledge Agreement”), between AirGate PCS, Inc. (the “Pledgor”) and State
Street Bank and Trust Company, as collateral agent (the “Pledgee”) on behalf of
the Lenders (as defined in the Pledge Agreement). Capitalized terms used
herein but not defined herein shall have the meanings ascribed thereto in the
Pledge Agreement.




          We are aware that the Pledgor has pledged to the Pledgee, for the benefit
of and on behalf of the Lenders, and granted the Pledgee, for the benefit of
and on behalf of the Lenders, a first priority security interest in the
Pledgor’s shares in [SUBSIDIARY] (the “Company”) and in certain other property
described therein constituting the Pledged Collateral. In connection therewith,
we hereby acknowledge and agree, for the benefit of the Pledgee and the
Pledgor, as follows:




     1.      We hereby acknowledge that the Pledgor has pledged to the Pledgee and
granted to the Pledgee a first priority security interest in the Pledged
Collateral.




     2.      Until the Pledgee notifies us in writing to the contrary, we shall:




          (a)      Pay directly to the Pledgee when due and payable:




                    (i)      If there is an Event of Default, all cash distributions
paid in respect of the Pledged Collateral;



 








 




                    (ii)      If there is an Event of Default, all distributions paid
or payable other than in cash in respect of the Pledged Collateral;
and




                    (iii)      All instruments, Capital Stock, securities and other
property received, receivable or otherwise distributed in respect
of, upon the subdivision or combination of, or in exchange for, any
Pledged Collateral.




          (b)      Deliver directly to the Pledgee any certificate, instrument or
other tangible evidence of any Pledged Collateral, including, without
limitation, any additional securities or Capital Stock or any warrant,
right or option to acquire, or any security convertible into, any of the
Company’s Capital Stock, to the extent at any time issued or assumable to
the Pledgor.




     3.     Upon the written instruction of the Pledgee at any time, we shall
register the Pledged Collateral, or any part thereof, in the name of the
Pledgee or any of its designees, successors, endorsees, transferees or assigns
and promptly undertake and complete to the satisfaction of the Pledgee all
actions, and execute and deliver all documents in form and substance
satisfactory to the Pledgee requested in writing by the Pledgee at any time and
from time to time for the purposes of further perfecting or enhancing the
Pledgee’s security interest in the Pledged Collateral or enforcing the
Pledgee’s rights, powers, privileges and benefits under the Pledge Agreement
and applicable laws, and shall accord to the Pledgee or such designee,
successor, endorsee, transferee or assign all of the rights, powers, privileges
and benefits of ownership of such Pledged Collateral.




     4.     We shall not, without the Pledgee’s prior written consent, give effect
to any transfer of the Pledged Collateral or any pledge thereof, security
interest therein or other encumbrance thereon.




     5.      We shall send to the Pledgee (and, as required by any Loan Document,
the Administrative Agent) a copy of each notice, report, or other communication
that we receive from, send or are required to send to the Pledgor in connection
with any of the Pledged Collateral, at the same time that we receive from, send
or are required to send to the Pledgor any such notice, report, or other
communication.




     6.     We agree that none of the terms of this letter may be modified in any
respect without the prior written consent of the Pledgee and the Administrative
Agent, and we further agree that such terms shall continue in full force and
effect until the Pledgee otherwise notifies us in writing.




     7.     We agree to promptly undertake and complete to the satisfaction of the
Pledgee all actions, and execute and deliver all documents in form and
substance satisfactory to the Pledgee, requested in writing by the Pledgee at
any time and from time to time for the purposes of perfecting or enforcing the
Pledgee’s security interest in the Pledged Shares and the other Pledged
Collateral and enforcing or exercising the rights, powers, benefits and
privileges of the Pledgee under the Pledge Agreement, this letter and all
applicable laws.




     8.     We appoint the Pledgee as the Company’s attorney-in-fact, and authorize
the Pledgee to, at any time and from time to time undertake and complete on the
Company’s behalf





2







 



 



to the satisfaction of the Pledgee any action and to execute on the
Company’s behalf any document required by the Pledgee or the Administrative
Agent for the purposes of perfecting or enforcing the Pledgee’s security
interest in the Pledged Shares and the other Pledged Collateral and enforcing
or exercising its rights, powers, benefits and privileges under the Pledge
Agreement for the benefit of and on behalf of the Secured Parties, this letter
and all applicable laws.




     9.     The Pledgor and the Company hereby agree that the Company shall comply
with the terms of this letter without any obligation to inquire into the
propriety or validity of any action taken or omitted by the Pledgee and without
any liability to the Pledgor whatsoever for any action or inaction hereunder on
our part.




     10.     This letter shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York. This letter may be
signed in counterparts, each of which shall be an original and all of which
together constitute one agreement.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	
[COMPANY]	 	 
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	 	 	 
	Accepted and Agreed:	 	 	 	 
	 	 	 	 	 
	AIRGATE PCS, INC., as the Pledgor	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	
	 	 	 	 
	      Name:	 	 	 	 
	      Title:	 	 	 	 








3