exv4w10



 




EXHIBIT 4.10




INTERCREDITOR AGREEMENT




          This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of    
   , 2003, among [Bankers Trust Company], as trustee (together with any
successor thereto exercising substantially the same rights and powers, the
“Trustee”) under the Indenture (as defined below), Lehman Commercial Paper
Inc., as administrative agent under the Credit Agreement (as defined below)
(the “Administrative Agent”), and State Street Bank and Trust Company, a
Massachusetts banking corporation, as collateral agent under the Credit
Agreement (the “Collateral Agent”).




W I T N E S S E T H:




          WHEREAS, AirGate PCS, Inc. (the “Borrower”) and the Administrative Agent
entered into Amendment No. 2 to the Credit Agreement, pursuant to which the
Credit Agreement was amended to permit the Borrower to exchange notes issued
under that certain Indenture, dated as of September 30, 1999, among the
Borrower, AGW Leasing Company, Inc. and Bankers Trust Company, as trustee, for
9?% Senior Subordinated Secured Notes due September 1, 2009 issued under the
Indenture (the “Subordinated Notes”) that shall be subordinated to the Loans;
and




          WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Borrower is issuing the Subordinated Notes, which shall be
secured by second priority liens on the collateral that secures the obligations
of the Borrower under the Credit Agreement.




          NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:




     1. Definitions.




     (a) Unless otherwise defined herein, terms defined in the Credit
Agreement and under the Senior Loan Documents have the meanings given to
them in such documents.




     (b) The following terms shall have the following meanings:




     “Agreement” means this Intercreditor Agreement as amended,
supplemented or otherwise modified from time to time in accordance with
the terms hereof.




     “Bankruptcy Code” shall mean Title 11 of the United States Code, as
amended from time to time and any successor statute and all rules and
regulations promulgated thereunder.




     “Collateral” shall mean the assets of the Borrower and its
Subsidiaries now or hereafter owned or acquired and all proceeds thereof
subject to a security interest that secures payment or performance of the
Senior Loan Obligations and





 








 



the Subordinated Obligations.




     “Credit Agreement” means the Credit Agreement, dated as of August
16, 1999, as amended, among the Borrower, the lenders party thereto, the
Collateral Agent and the Administrative Agent, and shall include any
credit agreement or similar document providing for one or more debt
facilities or agreements or commercial paper facilities constituting
Senior Loan Obligations entered into by the Borrower and any lenders to
amend, restate, modify, renew, refund, replace or refinance in any manner
the Credit Agreement in whole or in part.




     “Indenture” means the Indenture, dated as of    , 2003, by and
between the Borrower, the Guarantors and the Trustee, and shall include
any indenture or similar document entered into by the Borrower and any
trustee to replace the Indenture in whole or in part, to the extent
permitted by the Credit Agreement.




     “Loan Parties” shall mean the Borrower and its Subsidiaries.




     “Proceeding” shall mean any voluntary or involuntary case or
proceeding under the Bankruptcy Code with respect to the Borrower or any
of its Subsidiaries and any other voluntary or involuntary insolvency,
bankruptcy, receivership, custodianship, liquidation, dissolution,
reorganization, assignment for the benefit of creditors, appointment of a
custodian, receiver, trustee or other officer with similar powers or any
other proceeding for the liquidation, dissolution or other winding up of
the Borrower or any of its Subsidiaries.




     “Senior Agents” shall mean the Administrative Agent and the
Collateral Agent or the then acting administrative and collateral agents
for the Senior Lenders under the Senior Loan Documents and any successors
thereto exercising substantially the same rights and powers.




     “Senior Lenders” shall mean the lenders from time to time party to
the Credit Agreement.




     “Senior Loan Documents” means the Credit Agreement, the Senior
Security Documents and each other Loan Document.




     “Senior Loan Obligations” means Senior Debt (as defined in the
Indenture). To the extent any payment with respect to the Senior Loan
Obligations (whether by or on behalf of the Borrower, as proceeds of
security, enforcement of any right of setoff or otherwise) is declared to
be fraudulent or preferential in any respect, set aside or required to be
paid to a debtor in possession, trustee, receiver or similar Person, then
the obligation or part thereof originally intended to be satisfied shall
be deemed to be reinstated and outstanding as if such payment had not
occurred.




     “Senior Security Documents” shall mean the Security Documents under





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the Credit Agreement.




     “Subordinated Guarantee” shall mean the guarantee of the
Subordinated Obligations by a Subsidiary executed by such Subsidiary
pursuant to the Indenture.




     “Subordinated Note Documents” means the Indenture, the Subordinated
Notes issued thereunder, the Subordinated Guarantees and the Subordinated
Security Documents.




     “Subordinated Obligations” means the Obligations (as defined in the
Indenture) with respect to the Subordinated Notes and the other
Subordinated Note Documents and shall include, without limitation, the
unpaid principal of and interest owing under the Subordinated Notes and
all other obligations and liabilities of the Borrower or any Subsidiary
thereunder and under the other Subordinated Note Documents (including,
without limitation, interest accrued at the then applicable rate provided
in the Subordinated Notes after the filing of a petition in bankruptcy or
the commencement of any Proceeding, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding),
whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, which may arise under, out of, or
in connection with, the Subordinated Note Documents, in each case whether
on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise, including, without limitation,
all fees and disbursements of counsel to the Trustee and fees, expenses
and indemnities of the Trustee that are required to be paid pursuant to
the terms of the Indenture or any other Subordinated Note Document. To
the extent any payment with respect to the Subordinated Obligations
(whether by or on behalf of the Borrower, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be
fraudulent or preferential in any respect, set aside or required to be
paid to a debtor in possession, trustee, receiver or similar Person, then
the obligation or part thereof originally intended to be satisfied shall
be deemed to be reinstated and outstanding as if such payment had not
occurred.




     “Subordinated Security Documents” means any and all documents
providing for the grant of security to secure the Subordinated
Obligations.




     (c) 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 in the Credit Agreement or in the Indenture), (ii) any reference
herein to any Person shall be construed to include such Person’s
successors and assigns, and (iii) the words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section and paragraph
references are





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to this Agreement unless otherwise specified.




     (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.




     2. Releases.




     (a) If in connection with:




     (i) the exercise of the Collateral Agent’s remedies in
respect of the Collateral provided for in Section 4,
including any sale, lease, exchange, transfer or other
disposition of such Collateral; or




     (ii) subject to Section 2(c) below, any sale, lease,
exchange, transfer or other disposition of Collateral
permitted or not prohibited under the Credit Agreement
(whether or not an event of default, as defined therein,
has occurred and is continuing) and permitted or not
prohibited under the Indenture,




the Collateral Agent, for itself or on behalf of any of the Senior
Lenders, releases any of its Liens on any part of the Collateral (or any
Guarantor from its obligations under its guaranty of the Senior Loan
Obligations), the Liens, if any, of the Trustee, for itself or for the
benefit of the holders of Subordinated Notes, on such Collateral (and the
obligations of such Guarantor under its guaranty of the Subordinated
Obligations) shall be automatically, unconditionally and simultaneously
released (except as provided in the last sentence of Section 2(d)) and
the Trustee, for itself or on behalf of any such holder of Subordinated
Notes, shall promptly execute and deliver to the Collateral Agent or the
Borrower such termination statements, releases and other documents as the
Collateral Agent or the Borrower may request to effectively confirm such
release.




     (b) The Trustee, for itself and on behalf of the holders of
Subordinated Notes, hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent of the Collateral Agent, with
full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the
Trustee or such holder or in the Collateral Agent’s own name, from time
to time in the Collateral Agent’s discretion, for the purpose of carrying
out the terms of this Section 2, to take any and all appropriate action
and to execute and record any and all documents and instruments which may
be necessary or desirable to accomplish the purposes of this Section 2,
including, without limitation, any financing statements, endorsements or
other instruments or transfer or release.




     (c) Notwithstanding anything to the contrary contained herein, in
the event that the Collateral Agent releases its Liens on the Collateral
because the Senior Loan Obligations have been paid in full, neither the
Trustee nor the holders





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of Subordinated Notes shall be obligated to
release their Liens on any Collateral owned by the Loan Parties after
giving effect to such payment and termination (and any sale, transfer or
other disposition of Collateral occurring in connection therewith
contemplated under this Agreement); provided, however, that in connection
with any refinancing or replacement of all or any portion of the Senior
Loan Obligations prior to the occurrence of a Proceeding, the Trustee, on
behalf of each holder of Subordinated Notes, shall, if requested by the
Borrower or the existing or new holders of the Senior Loan Obligations,
execute an intercreditor agreement on the same terms as this Agreement
with the lenders under such refinancing or replacement. Furthermore, if
the Senior Loan Obligations have been paid in full in connection with any
sale, transfer or other disposition of Collateral contemplated under this
Agreement, the Liens held by the holders of the Subordinated Notes shall
not be automatically released with respect to the proceeds of such sale,
transfer or other disposition of Collateral which remain after the Senior
Loan Obligations have been paid in full.




     (d) Notwithstanding any provision to the contrary contained in this
Section 2, no portion of the Collateral may be released from the
Subordinated Note Documents unless Borrower shall have complied with the
provisions of Section 314(c) and 314(d) of the Trust Indenture Act, if
applicable, and shall have furnished evidence of such compliance (or
evidence that no compliance is needed) to the Collateral Agent and the
Trustee.




          3. Proceedings. In the event of any Proceeding involving any of the Loan
Parties:




     (a) If the Trustee has failed to file claims or proofs of claim with
respect to the Subordinated Notes in any Proceeding earlier than five
days prior to the deadline for any such filing, the holders of the
Subordinated Notes hereby appoint and empower any administrative agent or
collateral agent or other representative in any case for the Senior
Lenders to file such claims or proofs of claim; provided, that such agent
on behalf of the Senior Lenders shall have no obligation to file any such
claim. Absent any such failure to file, the Trustee shall have and shall
continue to have full and absolute discretion over the filing of such
claims in any manner and substance as the Trustee may determine in its
sole discretion.




     (b) The Trustee and each holder of Subordinated Notes agrees that
the Senior Lenders may (x) consent to the use of cash collateral under
Section 363 of the Bankruptcy Code, (y) provide financing to the Loan
Parties under Section 364 of the Bankruptcy Code so long as the maximum
amount of such financing, together with the amounts outstanding under the
Credit Facilities (as defined in the Indenture), does not exceed the
amount set forth in subsection (3) of the definition of Permitted Debt
contained in Section 4.9 of the Indenture, or (z)
obtain adequate protection of their interests in the Collateral, all
on such terms and conditions and in such amounts as such Senior Lenders
may decide, and that neither the Trustee nor the holders of the
Subordinated Notes shall raise any





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objections to such financing, use of
cash collateral or adequate protection on the grounds of a failure to
provide “adequate protection” for their Liens in the Collateral, so long
as (i) the interest rate, fees, advance rates, lending sublimits and
limits and other terms of such financing are consistent with
debtor-in-possession financing transactions of a similar nature, (ii) the
Trustee on behalf of the holders of the Subordinated Notes retains a Lien
on the Collateral (including proceeds thereof arising after the
commencement of such Proceeding) with the same priority as existed prior
to the commencement of the case under the Bankruptcy Code, but subject to
the priming liens of the Senior Lenders and of any financing under
Section 364 of the Bankruptcy Code permitted herein, (iii) the Trustee on
behalf of the holders of the Subordinated Notes receives additional and
replacement Liens on post-petition assets to the same extent granted to
the Senior Lenders, with the same priority as existed prior to the
commencement of the case under the Bankruptcy Code, but subject to the
priming liens of the Senior Lenders and of any financing under Section
364 of the Bankruptcy Code permitted herein, and (iv) such financing, use
of cash collateral or adequate protection is subject to the terms of this
Agreement. The Trustee and each holder of the Subordinated Notes agrees
that all such financing under Section 364 of the Bankruptcy Code
permitted herein shall constitute Senior Loan Obligations hereunder, and,
in connection therewith, each Loan Party may grant to such Senior Lenders
Liens upon all of the Property of such Loan Party, subject to (iii)
above, which Liens (A) shall secure payment of all or any portion of the
Senior Loan Obligations (whether such Senior Loan Obligations arose prior
to the commencement of any Proceeding or at any time thereafter) provided
by such Senior Lenders during the Proceeding and (B) shall be superior in
priority to the Liens in favor of the holders of the Subordinated Notes.
Each of the Trustee and the holders of the Subordinated Notes hereby
waives any rights it may have under Section 363(f)(3) of the Bankruptcy
Code (but preserves all other rights it may have) to object to or oppose
a sale or other disposition of any Collateral free and clear of Liens or
other claims of each holder of Subordinated Notes if the Senior Lenders
have consented to such sale or disposition.




          4. Rights in Collateral.




     (a) Notwithstanding anything to the contrary contained in any filing
or agreement to which the Trustee, the holders of the Subordinated Notes,
the Senior Agents, the Senior Lenders or the Borrower may be a party and
irrespective of the time, order or method of attachment or perfection of
the security interests created by the Senior Security Documents or the
Subordinated Security Documents, the rules for determining priority under
the Uniform Commercial Code or any other law governing the relative
priorities of secured creditors, all Liens on the Collateral securing the
Subordinated Obligations pursuant to the Subordinated Security Documents
shall be and hereby are subordinated for all purposes and in
all respects to Liens on the Collateral securing the Senior Loan
Obligations pursuant to the Senior Security Documents, and any security
interest in any Collateral in favor of or for the benefit of the Senior
Agent and Senior Lenders





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pursuant to the Senior Security Documents has
and shall have priority, to the extent of any unpaid Senior Loan
Obligations, over any security interest in such Collateral in favor of or
for the benefit of the Trustee or the holders of the Subordinated Notes
pursuant to the Subordinated Security Documents.




     (b) So long as the Senior Loan Obligations have not been paid in
full or the commitments under the Credit Agreement have not been
terminated or expired (i) neither the Trustee nor any holder of the
Subordinated Notes will institute any action or proceeding to exercise
any of its rights or remedies with respect to any Collateral, including,
without limitation, any action of foreclosure upon any Collateral and
(ii) the Senior Agents shall have the exclusive right to enforce rights
and exercise remedies with respect to the Collateral under the Senior
Security Documents, and neither the Trustee nor any holder of the
Subordinated Notes shall have any right to consent to, require notice of
(except as provided herein or in the applicable Uniform Commercial Code)
or be consulted with respect to, the enforcement of such rights or the
exercise of such remedies by the Senior Agent and the Senior Lenders with
respect thereto; provided, however, that, (A) in any Proceeding commenced
by or against the Borrower, the Trustee may file a claim or statement of
interest with respect to the Subordinated Obligations, and (B) the
Trustee may take any action in order to preserve or protect its rights in
the Collateral not in contravention of this Agreement.




     (c) The Trustee and each holder of Subordinated Notes agrees not to
seek to challenge, to avoid, to subordinate or to contest or directly or
indirectly to support any other Person in challenging, avoiding or
contesting in any judicial or other proceeding, including, without
limitation, any Proceeding, the priority, validity, extent, perfection or
enforceability of any Lien held by the Collateral Agent or any Senior
Lender in all or any part of the Collateral. The Senior Agents and each
Senior Lender agrees not to seek to challenge, to avoid, to subordinate,
except pursuant to the terms of this Agreement and the Indenture, or to
contest or directly or indirectly to support any other Person in
challenging, avoiding or contesting in any judicial or other proceeding,
including, without limitation, any Proceeding, the priority, validity,
extent, perfection or enforceability of any Lien held by the Trustee or
any holder of Subordinated Notes in all or any part of the Collateral.




     (d) So long as the Senior Loan Obligations have not been paid in
full or the commitments under the Credit Agreement have not been
terminated or expired, any money, property, securities or other
distributions of any nature whatsoever received from the sale,
disposition or other realization upon a foreclosure in accordance with
the Uniform Commercial Code or other exercise of remedies with respect to
the Collateral by any Senior Lender, any Senior Agent, the Trustee or any
holder of the Subordinated Notes, or all or any part of
the Collateral, regardless of whether such money, property,
securities or other distributions are received during the pendency of any
Proceeding or otherwise, shall be delivered to the Collateral Agent in
the form received, duly indorsed to





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such party, if required, and applied
by the Collateral Agent in the following order:




     First, to the payment in full of all costs and expenses (including,
without limitation, attorneys’ fees and disbursements) paid or incurred
by the Senior Agents and the Senior Lenders in connection with such
realization on the Collateral or the protection of any of their rights
and interests therein;




     Second, to the payment in full of all Senior Loan Obligations in the
order prescribed in Section 2.16(b) of the Credit Agreement;




     Third, to the Trustee for application to the Subordinated
Obligations pursuant to Section 6.10 of the Indenture to the full extent
thereof at such time; and




     Fourth, to pay the Borrower or the appropriate designee thereof or
as a court of competent jurisdiction may direct, any surplus then
remaining.




     (e) In the event that:




     (i) all of the Senior Loan Obligations have been paid in full
and the commitments under the Credit Agreement have been
terminated or expired;




     (ii) after giving effect thereto any Collateral remains that
remains pledged pursuant to the Subordinated Security Documents,
and




     (iii) at such time there are Subordinated Obligations
outstanding,




then the Trustee shall have the right to exercise remedies against the
Collateral and to enforce the provisions of the Subordinated Security
Documents in respect of the Collateral without any consent of, notice to
or consultation with any Senior Lender.




     (f) Any Collateral or proceeds thereof received by the Trustee or
any holder of Subordinated Notes in connection with the exercise of any
right or remedy relating to the Collateral pursuant to the Subordinated
Security Documents in contravention of this Agreement shall be segregated
and held in trust and forthwith paid over to the Collateral Agent for the
benefit of the Senior Lenders in the same form as received, with any
necessary endorsements or as a court of competent jurisdiction may
otherwise direct.




     (g) Notwithstanding anything to the contrary in this Agreement, the
Trustee and the holders of Subordinated Notes may accelerate the
Subordinated
Obligations and exercise rights and remedies as a creditor against
the Borrower and its Subsidiaries (other than with respect to the
Collateral as provided herein) in accordance with the terms of the
Subordinated Note Documents and applicable law.





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     (h) THE BORROWER, EACH OF THE SENIOR AGENTS (ON THEIR OWN BEHALF AND
ON BEHALF OF THE SENIOR LENDERS) AND THE TRUSTEE EACH HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.




          5. Provisions Define Relative Rights. This Agreement is intended solely
for the purpose of defining the relative rights of the Senior Lenders, the
Senior Agents, the holders of the Subordinated Notes and the Trustee with
respect to the Collateral, and no other Person shall have any right, benefit or
other interest under this Agreement. Notwithstanding anything to the contrary
herein, this Agreement shall not modify or amend the rights and obligations of
the Borrower and its Subsidiaries under any Senior Loan Document or any
Subordinated Note Document.




          6. Termination of Agreement; Acknowledgments.




     (a) The rights of the Senior Lenders under this Agreement shall
terminate when the Senior Loan Obligations have been paid in full in cash
and all commitments to extend credit under the Credit Agreement have
terminated or expired; provided, that the obligations of the Senior
Agents and the Senior Lenders arising under this Agreement upon the
payment in full in cash of the Senior Obligations shall continue until
such obligations have been fully satisfied in accordance with the terms
of this Agreement. The Senior Agents acknowledge on behalf of the Senior
Lenders that the Senior Loan Obligations shall be deemed “paid in full in
cash” for all purposes of this Agreement when the Senior Lenders have
received payment in cash of all principal, interest and other amounts
then outstanding under the Senior Loan Documents. The Senior Agents
agree that within five Business Days after payment in cash of all
principal, interest and other amounts then outstanding under the Senior
Loan Documents and termination or expiration of all commitments to extend
credit under the Credit Agreement, they will, upon the request of the
Trustee, provide a written acknowledgment of such payment to the Trustee,
which acknowledgment shall also acknowledge that the Senior Lenders have
no further rights under this Agreement or in respect of the Collateral
securing the Senior Loan Obligations. Concurrent with such
acknowledgment, the Senior Agents will deliver to the Trustee, if any of
the Subordinated Obligations shall be outstanding, any items of such
Collateral held in the possession of either of the Senior Agents together
with any necessary endorsements (or otherwise allow the Trustee to obtain
control of such collateral), provided that if no Subordinated Obligations
shall be outstanding, the Senior Agents will deliver all such items of
Collateral to the Borrower.




     (b) The Senior Loan Obligations shall continue to be treated as
Senior Loan Obligations and the provisions of this Agreement shall
continue to govern the relative rights and priorities of Senior Lenders
and the holders of the Subordinated Notes even if all or part of the
Senior Loan Obligations or the Liens securing the Senior Loan Obligations
are subordinated, set aside, avoided,





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invalidated or disallowed in
connection with any such Proceeding, and this Agreement shall be
reinstated if at any time any payment of any of the Senior Loan
Obligations is rescinded or must otherwise be returned by any holder of
Senior Loan Obligations or any representative of such holder.




          7. Collateral Agent as Bailee for Perfection of Interest in Possessory
Collateral. The Trustee, on behalf of the holders of the Subordinated Notes,
hereby appoints the Collateral Agent as the agent for the Trustee and the
holders of the Subordinated Notes, solely for the purposes of perfecting Liens
in favor of the Trustee and the holders of the Subordinated Notes on Collateral
which is of a type such that perfection of a Lien thereon may be accomplished
by possession thereof and to which the Collateral Agent has possession (and the
Collateral Agent hereby acknowledges such appointment). In the event all
Senior Loan Obligations shall have been paid in full, the Collateral Agent
shall deliver to the Trustee all such Collateral remaining in the possession of
the Collateral Agent, and the Loan Parties hereby irrevocably authorize any
such delivery of Collateral by the Collateral Agent. The obligations of the
Collateral Agent and the Loan Parties under the preceding sentence shall
survive the termination of this Agreement.




          8. Notices. All notices, requests and demands to or upon the parties to
be effective shall be in writing (or by fax or similar electronic transfer
confirmed in writing) and shall be deemed to have been duly given or made (a)
when delivered by hand or (b) if given by mail, five days after being deposited
in the mails by certified mail, return receipt requested, or (c) if by fax or
similar electronic transfer, when sent and receipt has been confirmed,
addressed as follows:




	 	 	 
	If to the Administrative	 	
LEHMAN COMMERCIAL PAPER INC 
	   Agent:	 	
745 Seventh Avenue
	 	 	
New York, New York 10019
	 	 	
Attention: Frank P. Turner
	 	 	
Telecopy: (646) 758-1986
	 	 	 
	If to the Collateral Agent:	 	
STATE STREET BANK AND TRUST COMPANY
	 	 	
2 Avenue de Lafayette, 6th Floor
	 	 	
Boston, Massachusetts 02111-1724
	 	 	
Attention: Patrick E. Thebado,
	 	 	
Assistant Vice President
	 	 	
Telecopy: (617) 662-1460
	 	 	 
	If to the Trustee:	 	
BANKERS TRUST COMPANY
	 	 	
Four Albany Street — 4th Floor
	 	 	
New York, New York 10006
	 	 	
Attention: Corporate Trust and Agency
	 	 	
Group, Corporate Market Services
	 	 	
Telecopy: (212) 250-6961







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	If to the Borrower:	 	
AIRGATE PCS, INC.
	 	 	
Harris Tower, Suite 1700
	 	 	
233 Peachtree Street, N.E.
	 	 	
Atlanta, Georgia 30303
	 	 	
Attention: President
	 	 	
Telecopy: (404) 525-7922






The parties hereto may change their addresses and transmission numbers for
notices by notice in the manner provided in this Section.





          9. Counterparts. This Agreement may be executed by one or more of the
parties on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A
set of the counterparts of this Agreement signed by all the parties shall be
lodged with the Collateral Agent and the Trustee.




          10. Severability. Any provision of this Agreement which 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 render
unenforceable such provision in any other jurisdiction.




          11. Integration. This Agreement represents the entire agreement of the
Senior Agents and the Trustee with respect to the subject matter hereof and
there are no promises or representations by any of them relative to the subject
matter hereof not reflected herein.




          12. Amendments in Writing. 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 Senior Agents and the Trustee. The
Borrower shall not have any right to amend, modify or waive any provision of
this Agreement without the consent of the Trustee and the Senior Agents, nor
shall any consent or signed writing be required of the Borrower to effect any
amendment, modification or waiver of any provision of this Agreement. For the
purposes of this Agreement, no amendment of the definitions of “Senior Debt”,
“Credit Facilities”, or subsection (3) of the definition of “Permitted Debt”
contained in the Indenture or Article XII of the Indenture shall be deemed
effective without the prior written consent of the holders of a majority of
principal amount of Senior Loan Obligations then outstanding.




          13. Successors and Assigns.




     (a) This Agreement shall be binding upon and inure to the benefit of
each of the Senior Lenders, the Senior Agents and the Trustee and their
successors and assigns. Each holder of Subordinated Notes, by accepting
the benefits of the Subordinated Note Documents, shall be deemed to have
agreed to (i) be bound by the provisions of this Agreement and (ii)
refrain from taking any action which the Trustee has agreed not to take,
in its individual capacity or on





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any holder of Subordinated Notes’
behalf, in this Agreement. Each Senior Lender, by accepting the benefits
of the Senior Loan Documents, shall be deemed to have agreed to (i) be
bound by the provisions of this Agreement and (ii) refrain from taking
any action which either Senior Agent has agreed not to take, in its
individual capacity or on any Senior Lender’s behalf, in this Agreement.




     (b) Upon a successor administrative agent or collateral agent
becoming the Administrative Agent or the Collateral Agent, respectively,
under the Credit Agreement, such successor Administrative Agent or
Collateral Agent, as the case may be, automatically shall become a Senior
Agent hereunder with all the rights and powers of such party hereunder,
and bound by the provisions hereof, without the need for any further
action on the part of any party hereto.




     (c) Upon a successor trustee becoming the Trustee under the
Indenture, such successor Trustee automatically shall become the Trustee
hereunder with all the rights and powers of the Trustee hereunder, and
bound by the provisions hereof, without the need for any further action
on the part of any party hereto.




          14. Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law 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. Each party hereto agrees that all judicial proceedings
brought against it arising out of or relating to this Agreement or its
obligations hereunder may be brought in any federal court of competent
jurisdiction in the State, County and City of New York, and accepts generally
and unconditionally the nonexclusive jurisdiction and venue of such courts.




          15. Conflict. In the event of any conflict between the provisions of this
Agreement and the provisions of the Senior Loan Documents or the Subordinated
Note Documents, the provisions of this Agreement shall govern.




          16. Authorization. By its signature, each Person executing this Agreement
and behalf of a party hereto represents and warrants to the other parties
hereto that it is duly authorized to execute this Agreement.




          17. Effectiveness. This Agreement is intended to be a “subordination
agreement” as that term is used in Section 510 of the Bankruptcy Code and to be
enforceable thereunder. All references to the Borrower shall include the
Borrower as debtor and debtor-in possession and any receiver or trustee for the
Borrower in any
Proceeding.




          18. Compliance with the Trust Indenture Act. Nothing contained herein
shall impair the ability of the Trustee to take any action necessary to comply
with any obligations imposed under applicable law, including without
limitation, the Trust Indenture Act.





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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LEHMAN COMMERICAL PAPER INC., as

Administrative Agent
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	 	Title:
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STATE STREET BANK AND

   TRUST COMPANY, as Collateral Agent
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	 	Title:
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANKERS TRUST COMPANY, as Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By::	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	 	Title:
	 	 	 	 	 	 	 	 	 
	Consented:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	AIRGATE PCS, INC., as Borrower	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	

	 	 	 	 	 	 
	 	 	
Name:	 	 	 	 	 	 
	 	 	
Title:	 	 	 	 	 	 








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