exv10w23



 




Exhibit 10.23




AMENDMENT NO. 2




          AMENDMENT NO. 2, dated as of November 30, 2003 (this “Amendment”), to the
Credit Agreement (as defined below), among AIRGATE PCS, INC., a Delaware
corporation (the “Borrower”), the lenders party thereto (the “Lenders”), STATE
STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as
collateral agent (the “Collateral Agent”), and LEHMAN COMMERCIAL PAPER INC., as
administrative 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 the
Borrower, the lenders party thereto, the Collateral Agent and Lucent
Technologies 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 “Credit
Agreement”);




          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower;




          WHEREAS, the Borrower intends to restructure certain of its indebtedness,
and in connection therewith, the Borrower has requested that certain provisions
of the Credit Agreement be amended in the manner provided for in this
Amendment;




          NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:




          I. Defined Terms. Any capitalized term used but not defined herein shall
have 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 is
hereby amended as follows:




          (a) by deleting therefrom the defined term “PCS Subscribers” in its
entirety.




          (b) by deleting therefrom the following defined terms in their entirety
and substituting in lieu thereof the following definitions:




     “Administrative Agent” means Lehman Commercial Paper Inc., in its
capacity as administrative agent for the Lenders hereunder.




     “Contributed Capital” means, at any time, the aggregate amount which
shall have been received by the Borrower as a contribution to its capital
or 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 of
the Borrower and its consolidated subsidiaries for borrowed money, in the
case of any such Indebtedness issued with original issue discount;
provided, that the interest on such Indebtedness accretes and is not
payable in cash any time prior to April 1, 2005, in each case as
determined on a consolidated basis in accordance with GAAP and that
Contributed Capital shall exclude the proceeds of any intercompany loans
or transfers.




     “EBITDA” means, for any period, the consolidated net income (or
loss) of the Borrower and its consolidated Subsidiaries for such period
plus, to the extent deducted in determining such consolidated net income
(or loss) for such period, the sum (without duplication) of (a) income
tax expense, (b) interest expense, (c) depreciation and amortization
expense, (d) extraordinary, unusual or non-recurring losses or charges,
(e) any non-cash losses or charges, including (i) non-cash compensation
such as restricted stock, stock options and any other similar instruments
to the extent such non-cash compensation is expensed by the Borrower or
its consolidated Subsidiaries, and (ii) charges to income resulting from
any change in warrant value under EITF 00-19, SFAS 150 or similar
pronouncements, (f) amounts actually incurred in pursuit of claims
against, or disputing claims by, Sprint PCS or any of its Affiliates, in
an aggregate amount not to exceed, $2,000,000 in any one fiscal year
period, provided that any portion of such amount not expended in any such
one-year period may be carried forward into the succeeding one-year
period but not in any subsequent year, (g) amounts not in excess of
$5,000,000 in start-up costs actually incurred in connection with the
provision of billing and customer care services and any similar services
by the Borrower or an Affiliate that had been provided to the Borrower
pursuant to the Sprint Affiliation Agreements, and (h) any restructuring
costs or charges incurred in connection with the transactions
contemplated by the Support Agreement or this Amendment, including the
Permitted Subordinated Indebtedness, and (i) at Borrower’s option, EBITDA
may be increased by credits or payments received under the Sprint
Affiliation Agreements in either, at the Borrower’s option, the fiscal
quarter actually received in cash or the fiscal quarter credited (without
duplication), whether or not previously deducted in determining such
consolidated net income (or loss); minus, to the extent added in
determining such consolidated net income (or loss) for such period, (i)
interest income, (ii) extraordinary, unusual or non-recurring gains and
any other non-cash gains, including income resulting from any change in
warrant value under EITF 00-19, SFAS 150 or similar pronouncements, and
(iii) income attributable to investments in any entity (other than
consolidated Subsidiaries) except to the extent the Borrower or a
wholly-owned Subsidiary actually received such income in the form of cash
dividends or other similar cash distributions.




     “Senior Secured Debt” means, at any time, Total Debt of the Borrower
at such time for which the Borrower’s payment or performance obligations
thereunder are secured by any assets, rights or other tangible or
intangible property of the Borrower or any Subsidiary, excluding any
portion thereof which by its terms is subordinate in right of payment to
the 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, that
none of the Transitory Subsidiary, iPCS or any Unrestricted Subsidiary or
any of their respective subsidiaries shall be a Subsidiary for purposes
of this Agreement.




          (c) by adding thereto the following definitions in their appropriate
alphabetical order:




     “Current Assets” means, as of the date Liens securing Permitted
Subordinated Indebtedness are granted, the aggregate amount of assets of
the Borrower as of such date which, in accordance with GAAP, may properly
be classified as current assets.




     “Equity Interests” means capital stock or interests of a Person and
all warrants, options or other rights to acquire capital stock or
interests of a Person.




     “Support Agreement” means the Support Agreement dated as of
September 24, 2003, among the Borrower and the various holders of notes
issued under the Indenture.




     “New Indenture” means an indenture containing the terms and
conditions described in the Support Agreement, pursuant to which the
Borrower will issue new notes in the outstanding principal amount not to
exceed $160,000,000, with a maturity date not earlier than three months
after the Maturity Date and with no scheduled principal payments or
prepayments of any kind until after the Maturity Date; provided, that
such New Indenture shall include provisions, in form and substance
satisfactory to the Administrative Agent, setting forth, among other
things, subordination in priority and in right of payment of such
obligations, 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, agreement
or instrument that would constitute Indebtedness, (ii) is directly or
indirectly liable as a guarantor or otherwise, or (iii) constitutes a
lender;




          (b) no default with respect to which, including any rights that the
holders thereof may have to take enforcement action against an
Unrestricted Subsidiary, would permit upon notice, lapse of time or both
any holder of any other Indebtedness of the Borrower or any of its
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated
maturity; and




          (c) as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Borrower or any
of its Subsidiaries.




     “Permitted Investment Entity” means an entity formed for the purpose
of (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 service
providers, including any services currently provided by Sprint under the
Sprint Affiliation Agreements.




     “Permitted Subordinated Indebtedness” has the meaning set forth in
Section 6.01(m).




     “Total Debt” means, at any time, (a) the accreted value of all
Indebtedness of the Borrower and its consolidated Subsidiaries for
borrowed money, in the case of any such Indebtedness issued with original
issue discount, and (b) the outstanding principal amount of all
Indebtedness of the Borrower and its consolidated Subsidiaries for
borrowed money (including Capital Lease Obligations) at such time,
including, but not limited to, notes issued pursuant to the New
Indenture, and including any capitalized interest with respect to such
Indebtedness, in the case of such Indebtedness other than Indebtedness
issued with original issue discount, minus (c) at any time prior to April
1, 2005, all Indebtedness outstanding included in clause (a) of this
definition of Total Debt; provided, that interest on such Indebtedness
accretes and is not payable in cash any time prior to April 1, 2005, in
each case as determined on a consolidated basis in accordance with GAAP.




     “Unrestricted Subsidiary” means any subsidiary that is designated by
the board of directors of the Borrower as an Unrestricted Subsidiary, but
only to the extent that such subsidiary:




          (a) has no Indebtedness other than Non-Recourse Debt in an amount
equal to the lesser of (i) $3,000,000 and (ii) 50% of the amount of
contributed capital to such subsidiary;




          (b) is not a party to any agreement, contract, arrangement or
understanding with the Borrower or any Subsidiary unless the terms of any
such agreement, contract, arrangement or understanding are no less
favorable to the Borrower or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Borrower;




          (c) is a Person with respect to which neither the Borrower nor any
of its Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests or (ii) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results;




          (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Borrower or any of its
Subsidiaries; and




          (e) has at least one director on its board of directors and one
executive officer that is not a director or executive officer of the
Borrower or any of its Subsidiaries.





 








 



     If at any time any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary.




          2. Amendments to Section 2.09.




          (a) Subsection (c) is hereby amended by (i) adding to the fourth line the
clause “or Section 6.09(g)” after “Section 6.09(b)” and before “or
prepayments”, and (ii) deleting in the twelfth line the clause “senior
subordinated 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) as
follows:




          (f) If and on each occasion that any Net Proceeds are received by or
on behalf of the Borrower or any Subsidiary in respect of any Permitted
Subordinated Indebtedness, the Borrower shall, within three Business Days
after such receipt, prepay the Loans outstanding (or if no Loans are then
outstanding, 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 hereby
amended by adding the clause “, state of organization” after “any Subsidiary’s
identity” and before “or corporate structure”.




          4. Amendment to Section 5.11. Section 5.11 is hereby amended by deleting
it in its entirety and substituting the following in lieu thereof:




          SECTION 5.11. Additional Subsidiaries and Unrestricted Subsidiaries. If
any Subsidiary or Unrestricted Subsidiary shall be formed or acquired after the
Closing Date, the Borrower will notify the Administrative Agent and each Lender
thereof and (i) the Borrower will cause any such Subsidiary to become a party
to the Guaranty Agreement, the Guarantor Security Agreement and any other
security document the Administrative Agent and the Collateral Agent reasonably
require within three Business Days after such Subsidiary is formed or acquired
and promptly take all actions as the Collateral Agent or the Administrative
Agent shall reasonably request to create and perfect Liens, in the case of any
Subsidiary, on such Subsidiary’s assets, and in the case of any Unrestricted
Subsidiary, on such Unrestricted Subsidiary’s Equity Interests owned by the
Borrower, intended to be created by the Loan Documents to secure the
Obligations and (ii) the Borrower will cause all Equity Interests of such
Subsidiary or Unrestricted Subsidiary, as the case may be, and in the case of
any Subsidiary, promissory notes evidencing all Indebtedness of such
Subsidiary, in each case to the extent owned by or on behalf of the Borrower or
any Subsidiary, to be pledged pursuant to the Guarantor Security Agreement
within three Business Days after such Subsidiary or Unrestricted Subsidiary, as
the case may be, is formed or acquired.




          The Borrower may also form a Permitted Investment Entity, and each of the
Lenders hereby consents to the formation thereof; provided that the Borrower
shall take all actions required to be taken by it pursuant to this Section
5.11.





 








 



          5. Amendments to Section 6.01.




          (a) Subsection (h) is hereby amended by deleting it in its entirety and
replacing it with the following:




          (h) Indebtedness of the Borrower under senior subordinated
notes which are subordinated to the Loans and issued pursuant to
the Indenture or the New Indenture and Guarantees of such
Indebtedness which are subordinated to the Loans and issued
pursuant to the Indenture or the New Indenture, as the case may be;




          (b) Subsection (i) is hereby amended by deleting it in its entirety and
replacing it with the following:




          (i) other unsecured Indebtedness of the Borrower in an
aggregate principal amount at any time outstanding (excluding
Permitted Subordinated Indebtedness) not exceeding $10,000,000 in
fiscal year 2003, $15,000,000 in fiscal year 2004, and $20,000,000
in fiscal year 2005 and thereafter, irrespective of the aggregate
principal amount of Indebtedness permitted pursuant to clause (d)
then outstanding.




          (c) Subsection (k) is hereby amended by deleting the word “and” at the end
of 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) and
proviso as follows:




          (m) Indebtedness which is (i) unsecured or secured, in an
aggregate amount not to exceed the difference between $175,000,000
and the outstanding amount of the Loans, (ii) with a maturity date
not earlier than three months after the Maturity Date, (iii) with
no scheduled principal payments until after the Maturity Date, (iv)
secured, only by Liens on assets other than Current Assets, which
Liens are junior in priority to the Lenders’ Liens in and to the
Collateral, and (v) subordinated in right of payment to the payment
in full of the Obligations, which Indebtedness may be incurred as
an additional tranche of loans under the Credit Agreement on terms
and conditions satisfactory to the Administrative Agent and the
Required Lenders including, without limitation, in respect of
enforcement and insolvency proceedings and the release of
Collateral and such other matters to be determined by the
Administrative Agent and the Required Lenders as more fully set
forth in an intercreditor and subordination agreement acceptable to
the Administrative Agent and Required Lenders (“Permitted
Subordinated Indebtedness”); provided, that the amount of all
Indebtedness permitted under subsections (a), (h) and (m) shall
not, 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 and
replacing it with the following:




          (f) (i) Liens securing Indebtedness issued pursuant to the
Indenture on the stock of subsidiaries other than AGW and (ii)
second priority Liens securing Indebtedness issued pursuant to the
New Indenture on the assets of the Borrower and its Subsidiaries
that are subject to a security interest that secures the
Obligations, 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) as
follows:




          (h) Liens incurred in connection with Indebtedness permitted
under Section 6.01(m).




          7. Amendment to Section 6.03. Subsection (b) is hereby amended by adding
to the beginning of the first sentence thereof the clause, “Except as permitted
by 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 lieu
thereof, and (iii) adding new clauses (x) and (xi) as follows:




          (x) investments in one or more Permitted Investment Entities
in an aggregate amount not to exceed $5,000,000 in fiscal year
2003, $7,500,000 in fiscal year 2004, $10,000,000 in fiscal year
2005, $12,500,000 in fiscal year 2006, $15,000,000 in fiscal year
2007 less any amounts invested in any Unrestricted Subsidiary
pursuant to clause (xi) below in such fiscal year; provided, that
any portion of such amount not expended in any such fiscal year may
be carried forward and added to the succeeding fiscal year period
but not in any subsequent fiscal year period thereafter; and




          (xi) investments in one or more Unrestricted Subsidiaries in
an aggregate amount not to exceed $2,000,000, provided, that
additional investments above said amount may be made by Borrower in
any such Unrestricted Subsidiary using only the Net Proceeds
received from the issuance of Equity Interests by any such
Unrestricted 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 all
language after the clause “6.01(d) or 6.01(i)” and substituting the following
in lieu thereof:





 








 



, and (g) the Borrower and its Subsidiaries may repurchase (at a
discount) notes issued under either the Indenture or the New Indenture
from its cash on hand in an aggregate amount not to exceed $25,000,000 in
value of such notes, provided that the Borrower shall have
contemporaneously incurred an equal amount of Permitted Subordinated
Indebtedness.




               10. Amendment to Section 6.14. Section 6.14 is hereby amended by deleting
it in its entirety and substituting “Reserved” in lieu thereof.




               11. Amendment to Section 6.15. Section 6.15 is hereby amended by deleting
it in its entirety and substituting the following in lieu thereof:




          SECTION 6.15. Ratio of Total Debt to Total Capitalization. The Borrower
will not permit the ratio of (i) Total Debt on any of the dates set forth below
to (ii) Total Capitalization on such date, to exceed the ratio set forth below
opposite 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 deleting
it in its entirety and substituting the following in lieu thereof:





 








 



          SECTION 6.16. Ratio of Total Debt to EBITDA. The Borrower will not
permit the ratio of (i) Total Debt outstanding on any of the dates set forth
below to (ii) EBITDA for the four most recent fiscal quarters to exceed the
ratio 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 deleting
it in its entirety and substituting the following in lieu thereof:




          SECTION 6.17. Ratio of Senior Secured Debt to Total Capitalization. The
Borrower will not permit the ratio of (i) Senior Secured Debt outstanding on
any date set forth below to (ii) Total Capitalization on such date, to exceed
the 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 deleting
it in its entirety and substituting the following in lieu thereof:




          SECTION 6.18. Ratio of Senior Secured Debt to EBITDA. The Borrower will
not permit the ratio of (i) Senior Secured Debt outstanding on any date set
forth below to (ii) EBITDA for the four most recent fiscal quarters to exceed
the 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 deleting
it in its entirety and substituting the following in lieu thereof:





 








 



          SECTION 6.20. Ratio of EBITDA to Fixed Charges. The Borrower will not
permit the ratio of (i) EBITDA for the four most recent fiscal quarters ended
on the date set forth below to (ii) Fixed Charges for such period to be less
than 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 deleting
it in its entirety and substituting the following in lieu thereof:




          SECTION 6.22. Minimum Revenue. The Borrower will not permit the net
service revenues of the Borrower and its consolidated Subsidiaries determined
on a consolidated basis in accordance with GAAP, for any period set forth below
to 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 deleting
subsection (c) in its entirety, relettering the subsections accordingly, and
deleting subsection (e) in its entirety and substituting the following in lieu
thereof:




          (e) if to any Lender, to it at its address (telecopy number) set forth in
its Administrative Questionnaire or to the Administrative Agent, on behalf of
the Lenders, for distribution to the Lenders.




          III. Conditions to Effectiveness. Except as provided in Section 1 below
and Article V, this Amendment shall become effective on the date (the
“Effective Date”) on which all of the following conditions precedent have been
satisfied or waived:




          1. Executed Amendment. The Administrative Agent shall have received a
counterpart hereof duly executed and delivered by the Borrower no later than
November 30, 2003. Effective as of the date hereof, (i) the amendment to the
definition of Contributed Capital, set forth in Section II(1) hereof, shall be
deemed effective as of September 30, 2003, and shall be used in determining the
Borrower’s compliance with the financial covenants set forth in the Credit
Agreement for the periods ended September 30, 2003 and thereafter, (ii) the
amendment 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 in
determining the Borrower’s compliance with the financial covenants set forth in
the 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, shall
be deemed immediately effective and (iv) the amendments to Sections 6.16 and
6.18, set forth in Sections II(12) and II(14), respectively, pursuant to which
EBITDA shall be calculated for the four most recent fiscal quarters rather than
the two most recent fiscal quarters, shall be deemed effective as of December
31, 2003 and shall be used in determining the Borrower’s compliance with the
financial covenants set forth in the Credit Agreement for the periods ended
December 31, 2003 and thereafter.




          2. Partial Prepayment of the Loans. On or before the Effective Date, the
Borrower shall pay to the Administrative Agent for the account of Lenders
$10,000,000, which shall be applied to reduce ratably the scheduled repayments
of 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 payments
due in fiscal year 2005.




          3. Acknowledgment and Consent. The Administrative Agent shall have
received an executed Acknowledgement and Consent (the “Consent”), substantially
in the form of Exhibit A, from AGW Leasing Company, Inc., AirGate Network
Services, LLC, and AirGate Service Company, Inc.




          4. Intercreditor Agreement. The Administrative Agent shall have received
an executed Intercreditor Agreement, substantially in the form of Exhibit B,
from the Collateral Agent and Bankers Trust Company, as trustee, and as
consented to by the Borrower.




          5. Representations and Warranties. On the Effective Date and after giving
effect to this Amendment, (i) there shall exist no Default or Event of Default
and (ii) all representations and warranties made by the Borrower contained
herein, in the Consent and in the





 








 



Credit Agreement shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made on
and as of the date hereof.




          6. Fees and Expenses. The Borrower shall have paid to the Administrative
Agent in immediately available funds (i) any restructuring fees agreed to be
paid by the Borrower to the Administrative Agent, (ii) 0.15% of the Commitment
(after giving effect to the transactions contemplated hereby) on the date of
execution hereof, and no later than the Effective Date, an additional 0.35% of
the Commitment, as an amendment fee and (iii) all of its and the Lenders’
reasonable out-of-pocket costs and expenses incurred in connection with the
negotiation and documentation of this Amendment and any other documents
prepared in connection herewith and transactions contemplated hereby,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent.




          7. Legal Opinions. The Administrative Agent shall have received a
favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated as of the date hereof) of each of (i) counsel for the
Borrower and its Subsidiaries, substantially in form reasonably acceptable to
the Administrative Agent and (ii) local counsel for the Borrower and its
Subsidiaries, in a form reasonably acceptable to the Administrative Agent,
covering such matters relating to the Borrower and its Subsidiaries, this
Amendment, the other Loan Documents or the Transactions as the Administrative
Agent shall reasonably request.




          8. Support Agreement. The Administrative Agent shall have received a
certificate signed by the President, Vice President or a Financial Officer of
the Borrower certifying that at least 90% of face value of the subordinated
notes issued under the Indenture have been exchanged in accordance with the
transactions described in the Support Agreement.




          IV. Representations and Warranties. In order to induce the Lenders to
enter into this Amendment, the Borrower makes the following representations and
warranties to the Administrative Agent and the Lenders, all of which shall
survive the execution and delivery of this Amendment:




          1. Power and Authority. The Borrower has the power and authority to
execute, deliver and carry out the terms and provisions of this Amendment and
has taken all necessary action to authorize the execution, delivery and
performance of the this Amendment. The Borrower has duly executed and
delivered this Amendment, and this Amendment constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, and general
equitable principles (regardless of whether enforcement is sought in equity or
at law).




          2. No Violation. Neither the execution, delivery and performance by the
Borrower of this Amendment nor the compliance with the terms and provisions
hereof, nor the consummation of the transactions contemplated herein (i) will
contravene 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 of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or 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 is
a party or by which it or any of the property or assets of any Credit Party are
bound or to which the Borrower may be subject or (iii) will violate any
provision of the certificate of incorporation or by-laws or other
organizational documents of the Borrower.




          3. No Default. After giving effect to this Amendment, no Default or Event
of 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 to
have complied with the affirmative covenants contained in Section 5.01(a) of
the Credit Agreement if it shall have delivered financial statements for its
fiscal year ended September 30, 2003 complying in all respects with such
covenant, except that the report of KPMG, LLP accompanying such financial
statements may contain a “going concern” or other comparable qualification.




          2. Borrower acknowledges and confirms to, and agrees with, the
Administrative Agent and the Lenders that, except as specifically amended
hereby, the Credit Agreement and each other Credit Document shall remain in
full force and effect (and are hereby ratified and confirmed in all respects)
and shall continue to evidence, secure or otherwise guarantee and support the
Obligations owing by the Borrower to the Lenders pursuant to the Credit
Agreement and the Note delivered in accordance with the Credit Agreement.




          3. This Amendment shall be construed in accordance with the laws of the
State of New York, without regard to the conflicts of laws principles thereof.




          4. This Amendment may be executed in more than one counterpart, including
by telecopy, which together shall constitute one and the same agreement.




*    *    *





 








 



          IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.




	 	 	 	 	 
	 	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 foregoing
Amendment (the “Credit Agreement”; terms defined in the Credit Agreement being
used in this Acknowledgment and Consent with the meanings given to such terms
in the Credit Agreement). Each of the undersigned parties to one or more Loan
Documents, in each case as amended, supplemented or otherwise modified from
time to time, hereby (a) consents to the foregoing Amendment and the
transactions contemplated hereby and (b) acknowledges and agrees that the
guarantees and grants of security interests contained in the Loan Documents
are, and shall remain, in full force and effect after giving effect to the
foregoing 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.

CREDIT AGREEMENT DATED AS OF

AUGUST 16, 1999, AS AMENDED




	 	 	 
	To:	 	
Lehman Commercial Paper Inc.
	 	 	
as Administrative Agent
	 	 	
745 Seventh Avenue
	 	 	
New York, New York 10019





Ladies and Gentlemen:




                    Reference is made to the Credit Agreement, dated as of August 16, 1999, as
amended (the “Credit Agreement”), among Airgate PCS, Inc., a Delaware
corporation (the “Borrower”), the Lenders parties thereto, State Street Bank
and Trust Company, a Massachusetts banking corporation, as Collateral Agent,
and Lehman Commercial Paper Inc., as Administrative Agent. Unless otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement are used herein as therein defined.




                    The Borrower has requested that the Required Lenders consent to amend the
Credit Agreement on the terms described in the Amendment in the form attached
hereto as Exhibit A (the “Amendment”).




                    Pursuant to Section 9.02 of the Credit Agreement, the undersigned Lender
hereby consents to the execution by the Administrative Agent of the Amendment.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	 	 
	 	 	(NAME OF LENDER)
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 
	 	 	 	
	 
	 	 	Name:	 
	 	 	Title:	 





Dated as of November    , 2003