exv4w8



 






EXHIBIT 4.8









AirGate PCS, Inc.

AGW Leasing Company, Inc.

AirGate Network Services, LLC

AirGate Service Company, Inc.







$160,000,000 AGGREGATE PRINCIPAL AMOUNT



9 3/8% SENIOR SUBORDINATED SECURED NOTES DUE 2009











INDENTURE



DATED AS OF [               ], 2003







The Bank of New York



Trustee















 






 





CROSS-REFERENCE TABLE*




	 	 	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	Section Indenture
	310
	 	 	(a	)(1)	 	 	7.10	 
	 
	 	 	(a	)(2)	 	 	7.10	 
	 
	 	 	(a	)(3)	 	 	N.A.	 
	 
	 	 	(a	)(4)	 	 	N.A.	 
	 
	 	 	(a	)(5)	 	 	7.10	 
	 
	 	 	(b	)	 	 	7.3; 7.10	 
	 
	 	 	(c	)	 	 	N.A.	 
	311
	 	 	(a	)	 	 	7.11	 
	 
	 	 	(b	)	 	 	7.11	 
	 
	 	 	(c	)	 	 	N.A.	 
	312
	 	 	(a	)	 	 	2.5	 
	 
	 	 	(b	)	 	 	11.3	 
	 
	 	 	(c	)	 	 	11.3	 
	313
	 	 	(a	)	 	 	7.6	 
	 
	 	 	(b	)(1)	 	 	7.6	 
	 
	 	 	(b	)(2)	 	 	7.6; 7.7	 
	 
	 	 	(c	)	 	 	7.6;11.2	 
	 
	 	 	(d	)	 	 	7.6	 
	314
	 	 	(a	)	 	 	4.3;11.5	 
	 
	 	 	(b	)	 	 	N.A.	 
	 
	 	 	(c	)(1)	 	 	11.4	 
	 
	 	 	(c	)(2)	 	 	11.4	 
	 
	 	 	(c	)(3)	 	 	N.A.	 
	 
	 	 	(d	)	 	 	N.A.	 
	 
	 	 	(e	)	 	 	11.5	 
	 
	 	 	(f	)	 	 	N.A.	 
	315
	 	 	(a	)	 	 	7.1	 
	 
	 	 	(b	)	 	 	7.5,11.2	 
	 
	 	 	(c	)	 	 	7.1	 
	 
	 	 	(d	)	 	 	7.1	 
	 
	 	 	(e	)	 	 	6.11	 
	316
	 	 	    (a)(last sentence)	 	2.9	 
	 
	 	 	(a	)(1)(A)	 	 	6.5	 
	316
	 	 	(a	)(1)(B)	 	 	6.4	 
	 
	 	 	(a	)(2)	 	 	2.13	 
	 
	 	 	(b	)	 	 	6.7	 
	 
	 	 	(c	)	 	 	N.A.	 
	317
	 	 	(a	)(1)	 	 	6.8	 
	 
	 	 	(a	)(2)	 	 	6.9	 
	 
	 	 	(b	)	 	 	2.4	 
	318
	 	 	(a	)	 	 	11.1	 
	 
	 	 	(b	)	 	 	N.A.	 
	 
	 	 	(c	)	 	 	11.1	 



 






 



N.A. means not applicable.



*This Cross-Reference Table is not part of the Indenture.


 






 



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	ARTICLE I DEFINITIONS AND INCORPORATION  BY REFERENCE
	 	 	1	 
	 	SECTION 1.1
	 	DEFINITIONS	 	 	1	 
	 	SECTION 1.2
	 	OTHER DEFINITIONS	 	 	22	 
	 	SECTION 1.3
	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	 	 	22	 
	 	SECTION 1.4
	 	RULES OF CONSTRUCTION	 	 	23	 
	ARTICLE II THE NOTES
	 	 	23	 
	 	SECTION 2.1
	 	FORM AND DATING	 	 	23	 
	 	SECTION 2.2
	 	EXECUTION AND AUTHENTICATION	 	 	25	 
	 	SECTION 2.3
	 	REGISTRAR AND PAYING AGENT	 	 	25	 
	 	SECTION 2.4
	 	PAYING AGENT TO HOLD MONEY IN TRUST	 	 	26	 
	 	SECTION 2.5
	 	HOLDER LISTS	 	 	26	 
	 	SECTION 2.6
	 	BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES	 	 	26	 
	 	SECTION 2.7
	 	REPLACEMENT NOTES	 	 	29	 
	 	SECTION 2.8
	 	OUTSTANDING NOTES	 	 	30	 
	 	SECTION 2.9
	 	TREASURY NOTES	 	 	30	 
	 	SECTION 2.10
	 	TEMPORARY NOTES	 	 	30	 
	 	SECTION 2.11
	 	CANCELLATION	 	 	31	 
	 	SECTION 2.12
	 	DEFAULTED INTEREST	 	 	31	 
	 	SECTION 2.13
	 	RECORD DATE	 	 	31	 
	 	SECTION 2.14
	 	COMPUTATION OF INTEREST	 	 	31	 
	 	SECTION 2.15
	 	CUSIP NUMBER	 	 	31	 
	ARTICLE III REDEMPTION AND PREPAYMENT
	 	 	32	 
	 	SECTION 3.1
	 	NOTICES TO TRUSTEE	 	 	32	 
	 	SECTION 3.2
	 	SELECTION OF NOTES TO BE REDEEMED	 	 	32	 
	 	SECTION 3.3
	 	NOTICE OF REDEMPTION	 	 	33	 
	 	SECTION 3.4
	 	EFFECT OF NOTICE OF REDEMPTION	 	 	33	 
	 	SECTION 3.5
	 	DEPOSIT OF REDEMPTION OF PURCHASE PRICE	 	 	34	 
	 	SECTION 3.6
	 	NOTES REDEEMED IN PART	 	 	34	 
	 	SECTION 3.7
	 	OPTIONAL REDEMPTION	 	 	34	 
	 	SECTION 3.8
	 	MANDATORY REDEMPTION	 	 	35	 
	 	SECTION 3.9
	 	REPURCHASE OFFERS	 	 	35	 
	ARTICLE IV COVENANTS
	 	 	37	 
	 	SECTION 4.1
	 	PAYMENT OF NOTES	 	 	37	 
	 	SECTION 4.2
	 	MAINTENANCE OF OFFICE OR AGENCY	 	 	37	 
	 	SECTION 4.3
	 	COMMISSION REPORTS	 	 	38	 



i






 




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	 	SECTION 4.4
	 	COMPLIANCE CERTIFICATE	 	 	38	 
	 	SECTION 4.5
	 	TAXES	 	 	39	 
	 	SECTION 4.6
	 	STAY, EXTENSION AND USURY LAWS	 	 	39	 
	 	SECTION 4.7
	 	LIMITATION ON RESTRICTED PAYMENTS	 	 	39	 
	 	SECTION 4.8	 	LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
	 	 	44	 
	 	SECTION 4.9
	 	LIMITATION
ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
STOCK
	 	 	45	 
	 	SECTION 4.10
	 	ASSET SALES	 	 	48	 
	 	SECTION 4.11
	 	LIMITATION ON TRANSACTIONS WITH AFFILIATES	 	 	49	 
	 	SECTION 4.12
	 	LIMITATION ON LIENS	 	 	51	 
	 	SECTION 4.13	 	LIMITATION
ON SALE AND LEASEBACK TRANSACTIONS
	 	 	51	 
	 	SECTION 4.14
	 	OFFER TO PURCHASE UPON CHANGE OF CONTROL	 	 	51	 
	 	SECTION 4.15
	 	CORPORATE EXISTENCE	 	 	52	 
	 	SECTION 4.16
	 	LIMITATION
ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY OWNED RESTRICTED
SUBSIDIARIES
	 	 	53	 
	 	SECTION 4.17
	 	BUSINESS ACTIVITIES	 	 	53	 
	 	SECTION 4.18
	 	PAYMENT FOR CONSENTS	 	 	53	 
	 	SECTION 4.19
	 	LIMITATION ON SENIOR SUBORDINATED DEBT	 	 	53	 
	 	SECTION 4.20
	 	ADDITIONAL GUARANTEES	 	 	54	 
	 	SECTION 4.21
	 	DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES	 	 	54	 
	 	SECTION 4.22
	 	FURTHER INSTRUMENTS AND ACTS	 	 	54	 
	ARTICLE V SUCCESSORS
	 	 	54	 
	 	SECTION 5.1
	 	MERGER, CONSOLIDATION OR SALE OF ASSETS	 	 	54	 
	 	SECTION 5.2
	 	SUCCESSOR CORPORATION SUBSTITUTED	 	 	56	 
	ARTICLE VI DEFAULTS AND REMEDIES
	 	 	56	 
	 	SECTION 6.1
	 	EVENTS OF DEFAULT	 	 	56	 
	 	SECTION 6.2
	 	ACCELERATION	 	 	58	 
	 	SECTION 6.3
	 	OTHER REMEDIES	 	 	59	 
	 	SECTION 6.4
	 	WAIVER OF PAST DEFAULTS	 	 	59	 
	 	SECTION 6.5
	 	CONTROL BY MAJORITY	 	 	59	 
	 	SECTION 6.6
	 	LIMITATION ON SUITS	 	 	59	 
	 	SECTION 6.7
	 	RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT	 	 	60	 
	 	SECTION 6.8
	 	COLLECTION SUIT BY TRUSTEE	 	 	60	 
	 	SECTION 6.9
	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	 	60	 
	 	SECTION 6.10
	 	PRIORITIES	 	 	61	 



ii






 




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	 	SECTION 6.11
	 	UNDERTAKING FOR COSTS	 	 	61	 
	ARTICLE VII TRUSTEE
	 	 	62	 
	 	SECTION 7.1
	 	DUTIES OF TRUSTEE	 	 	62	 
	 	SECTION 7.2
	 	RIGHTS OF TRUSTEE	 	 	63	 
	 	SECTION 7.3
	 	INDIVIDUAL RIGHTS OF TRUSTEE	 	 	64	 
	 	SECTION 7.4
	 	TRUSTEE'S DISCLAIMER	 	 	64	 
	 	SECTION 7.5
	 	NOTICE OF DEFAULTS	 	 	64	 
	 	SECTION 7.6
	 	REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES	 	 	65	 
	 	SECTION 7.7
	 	COMPENSATION AND INDEMNITY	 	 	65	 
	 	SECTION 7.8
	 	REPLACEMENT OF TRUSTEE	 	 	66	 
	 	SECTION 7.9
	 	SUCCESSOR TRUSTEE BY MERGER, ETC	 	 	67	 
	 	SECTION 7.10
	 	ELIGIBILITY; DISQUALIFICATION	 	 	67	 
	 	SECTION 7.11
	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST AIRGATE	 	 	67	 
	 	SECTION 7.12
	 	TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM AIRGATE	 	 	67	 
	 	SECTION 7.13
	 	LIMITATION OF LIABILITY	 	 	68	 
	ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	68	 
	 	SECTION 8.1
	 	OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE	 	 	68	 
	 	SECTION 8.2
	 	LEGAL DEFEASANCE AND DISCHARGE	 	 	68	 
	 	SECTION 8.3
	 	COVENANT DEFEASANCE	 	 	69	 
	 	SECTION 8.4
	 	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE	 	 	69	 
	 	SECTION 8.5	 	DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
	 	 	71	 
	 	SECTION 8.6
	 	REPAYMENT TO AIRGATE	 	 	71	 
	 	SECTION 8.7
	 	REINSTATEMENT	 	 	72	 
	ARTICLE IX  AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	72	 
	 	SECTION 9.1
	 	WITHOUT CONSENT OF HOLDERS OF THE NOTES	 	 	72	 
	 	SECTION 9.2
	 	WITH CONSENT OF HOLDERS OF NOTES	 	 	73	 
	 	SECTION 9.3
	 	COMPLIANCE WITH TRUST INDENTURE ACT	 	 	75	 
	 	SECTION 9.4
	 	REVOCATION AND EFFECT OF CONSENTS	 	 	75	 
	 	SECTION 9.5
	 	NOTATION ON OR EXCHANGE OF NOTES	 	 	75	 
	 	SECTION 9.6
	 	TRUSTEE TO SIGN AMENDMENTS, ETC	 	 	75	 
	ARTICLE X SECOND-PRIORITY SECURITY DOCUMENTS
	 	 	76	 
	 	SECTION 10.1
	 	SECOND-PRIORITY SECURITY DOCUMENTS	 	 	76	 



iii






 




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	 	SECTION 10.2
	 	RECORDING AND OPINIONS	 	 	76	 
	 	SECTION 10.3
	 	POSSESSION, USE AND RELEASE OF COLLATERAL	 	 	77	 
	 	SECTION 10.4
	 	CERTIFICATES OF THE COMPANY	 	 	78	 
	 	SECTION 10.5
	 	EXECUTION OF RELEASE BY TRUSTEE	 	 	79	 
	 	SECTION 10.6	 	AUTHORIZATION
OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE SECURITY
DOCUMENTS
	 	 	80	 
	 	SECTION 10.7
	 	AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE SECOND-PRIORITY SECURITY DOCUMENTS	 	 	80	 
	 	SECTION 10.8
	 	COLLATERAL AGENT	 	 	80	 
	 	SECTION 10.9
	 	SECURITY DOCUMENTS	 	 	80	 
	 	SECTION 10.10
	 	AUTHORIZATION OF OTHER INTERCREDITOR AGREEMENTS	 	 	81	 
	ARTICLE XI GUARANTEES
	 	 	81	 
	 	SECTION 11.1
	 	GUARANTEES	 	 	81	 
	 	SECTION 11.2
	 	EXECUTION AND DELIVERY OF GUARANTEE	 	 	82	 
	 	SECTION 11.3
	 	SEVERABILITY	 	 	83	 
	 	SECTION 11.4
	 	SENIORITY OF GUARANTEES	 	 	83	 
	 	SECTION 11.5
	 	LIMITATION OF GUARANTORS' LIABILITY	 	 	83	 
	 	SECTION 11.6
	 	GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS	 	 	84	 
	 	SECTION 11.7
	 	RELEASES FOLLOWING SALE OF ASSETS	 	 	84	 
	 	SECTION 11.8
	 	RELEASE OF A GUARANTOR	 	 	85	 
	 	SECTION 11.9
	 	BENEFITS ACKNOWLEDGED	 	 	85	 
	 	SECTION 11.10
	 	FUTURE GUARANTORS	 	 	85	 
	ARTICLE XII SUBORDINATION
	 	 	85	 
	 	SECTION 12.1
	 	AGREEMENT TO SUBORDINATE	 	 	85	 
	 	SECTION 12.2
	 	LIQUIDATION; DISSOLUTION; BANKRUPTCY	 	 	86	 
	 	SECTION 12.3
	 	DEFAULT ON DESIGNATED SENIOR DEBT	 	 	86	 
	 	SECTION 12.4
	 	PAYMENT PERMITTED IF NO DEFAULT	 	 	87	 
	 	SECTION 12.5
	 	NOTICE OF ACCELERATION OF SECURITIES	 	 	87	 
	 	SECTION 12.6
	 	WHEN DISTRIBUTION MUST BE PAID OVER	 	 	87	 
	 	SECTION 12.7
	 	NOTICE BY AIRGATE	 	 	88	 
	 	SECTION 12.8
	 	SUBROGATION	 	 	88	 
	 	SECTION 12.9
	 	RELATIVE RIGHTS	 	 	89	 
	 	SECTION 12.10
	 	SUBORDINATION MAY NOT BE IMPAIRED BY AIRGATE	 	 	89	 
	 	SECTION 12.11
	 	DISTRIBUTION OR NOTICE TO REPRESENTATIVE	 	 	89	 
	 	SECTION 12.12
	 	RIGHTS OF TRUSTEE AND PAYING AGENT	 	 	89	 
	 	SECTION 12.13
	 	AUTHORIZATION TO EFFECT SUBORDINATION	 	 	90	 



iv






 




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	 	SECTION 12.14
	 	ARTICLE APPLICABLE TO PAYING AGENTS	 	 	90	 
	ARTICLE XIII MISCELLANEOUS
	 	 	90	 
	 	SECTION 13.1
	 	TRUST INDENTURE ACT CONTROLS	 	 	90	 
	 	SECTION 13.2
	 	NOTICES	 	 	91	 
	 	SECTION 13.3
	 	COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES	 	 	92	 
	 	SECTION 13.4
	 	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	 	 	92	 
	 	SECTION 13.5
	 	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	 	 	92	 
	 	SECTION 13.6
	 	RULES BY TRUSTEE AND AGENTS	 	 	93	 
	 	SECTION 13.7
	 	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS	 	 	93	 
	 	SECTION 13.8
	 	GOVERNING LAW	 	 	93	 
	 	SECTION 13.9
	 	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	 	 	94	 
	 	SECTION 13.10
	 	SUCCESSORS	 	 	94	 
	 	SECTION 13.11
	 	SEVERABILITY	 	 	94	 
	 	SECTION 13.12
	 	COUNTERPART ORIGINALS	 	 	94	 
	 	SECTION 13.13
	 	TABLE OF CONTENTS, HEADINGS, ETC	 	 	94	 
	 	SECTION 13.14
	 	ACTS OF HOLDERS	 	 	94	 



v






 



EXHIBITS

Exhibit A FORM OF NOTE

Exhibit B FORM OF GUARANTEE

[Exhibit C FORM OF PLEDGE AGREEMENT]

[Exhibit D FORM OF INTERCREDITOR AGREEMENT]



vi






 



          This Indenture, dated as of [         ], 2003, is by and among AirGate PCS, Inc.,
a Delaware corporation (“AirGate”), AGW Leasing Company, Inc., a Delaware
corporation (“AGW”), AirGate Network Services, LLC, a Delaware limited
liability company (“ANS”), AirGate Service Company, Inc., a Delaware
corporation (“ASC” and, together with AGW and ANS, the “Guarantors”), and The
Bank of New York, a New York banking corporation, as trustee (the “Trustee”).



          AirGate, the Guarantors and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the holders of AirGate’s
9 3/8% Senior Subordinated Secured Notes due 2009 (the “Notes”):



ARTICLE I



DEFINITIONS AND INCORPORATION

BY REFERENCE



     SECTION 1.1 DEFINITIONS.


          “Acquired Debt” means, with respect to any specified Person:



               (a) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and



               (b) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.



          “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition,
“control,” as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of
10% or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” shall have correlative meanings.



          “Agent” means any Registrar, Paying Agent or co-registrar.



          “AirGate” or the “Company” means AirGate PCS, Inc., a Delaware
corporation.



          “Asset Sale” means:



               (a) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory, accounts receivable and sales of surplus
or obsolete property or equipment in the ordinary course of business consistent
with industry practices; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of AirGate and its




 









 



Restricted Subsidiaries taken as a whole will be governed by Section 4.14
and/or Section 5.1 and not by Section 4.10; and


               (b) the issuance of Equity Interests by any of AirGate’s Restricted
Subsidiaries or the sale of Equity Interests in any of its Restricted
Subsidiaries,



          Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:



               (a) any single transaction or series of related transactions that: (i)
involves assets having a fair market value of less than $1.0 million; or (ii)
results in net proceeds to AirGate and its Restricted Subsidiaries of less than
$1.0 million;



               (b) a transfer of assets between or among AirGate and its Wholly Owned
Restricted Subsidiaries;



               (c) an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary to AirGate or to another Wholly Owned Restricted Subsidiary;



               (d) a Restricted Payment that is permitted by Section 4.7; and



               (e) any transfer by AirGate or a Subsidiary of property or equipment with
a fair market value of less than $5.0 million to a Person who is not an
Affiliate of AirGate in exchange for property or equipment that has a fair
market value at least equal to the fair market value of the property or
equipment so transferred; provided that, in the event of a transfer described
in this clause (e), AirGate shall deliver to the Trustee an Officers’
Certificate certifying that such exchange complies with this clause (e).



          “Asset Sale Offer” means an offer, required to be made by AirGate when the
aggregate amount of Excess Proceeds exceeds the amount specified in the third
paragraph of Section 4.10 to all Holders and to holders of other Indebtedness
that is pari passu with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets, to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds.



          “Attributable Debt” in respect of a Sale and Leaseback Transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.



          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.



          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person,” as such term is used in Section 13(d)(3)
of the Exchange Act, such “person”






2






 





shall be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire, whether such right is currently exercisable
or is exercisable only upon the occurrence of a subsequent condition.


          “Board of Directors” means the board of directors of AirGate or any
authorized committee of such board of directors.



          “Board Resolution” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of AirGate to have been duly adopted by the Board of
Directors, unless the context specifically requires that such resolution be
adopted by a majority of the disinterested directors, in which case by a
majority of such directors, and to be in full force and effect on the date of
such certification and delivered to the Trustee.



          “Business Day” means any day other than a Legal Holiday.



          “Capital Lease Obligation” means, as of any date of determination, the
amount of the liability in respect of a capital lease that would at that time
be required to be capitalized on a balance sheet in accordance with GAAP.



          “Capital Stock” means:



               (a) in the case of a corporation, corporate stock;



               (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents, however designated, of
corporate stock;



               (c) in the case of a partnership or limited liability company, partnership
or membership interests, whether general or limited; and



               (d) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.



          “Cash Equivalents” means:



               (a) United States dollars;



               (b) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof, provided
that the full faith and credit of the United States is pledged in support
thereof, having maturities of less than one year from the date of acquisition;



               (c) certificates of deposit and eurodollar time deposits with maturities
of less than one year from the date of acquisition, bankers’ acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with any commercial bank, including the Trustee, having capital and surplus in
excess of $500 million and a Thompson Bank Watch Rating of “B” or better,






3






 





               (d) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (b) and (c) above
entered into with any financial institution meeting the qualifications
specified in clause (c) above;



               (e) commercial paper having the highest rating obtainable from a Rating
Organization and in each case maturing prior to one year after the date of
acquisition; and



               (f) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (a) through (e) of this
definition.



          “Certificated Notes” means Notes that are in the form of Exhibit A
attached hereto (but without including the text referred to in footnote 1
thereto).



          “Change of Control” means the occurrence of any of the following:



               (a) the sale, transfer, conveyance or other disposition, other than by way
of merger or consolidation, in one or a series of related transactions, of all
or substantially all of the assets of AirGate and its Subsidiaries taken as a
whole to any “person,” as such term is used in Section 13(d)(3) of the Exchange
Act;



               (b) the adoption of a plan relating to the liquidation or dissolution of
AirGate;



               (c) the consummation of any transaction, including, without limitation,
any merger or consolidation, the result of which is that any “person,” as
defined above, becomes the Beneficial Owner, directly or indirectly, of more
than 50% of the Voting Stock of AirGate, measured by voting power rather than
number of shares;



               (d) the first day on which a majority of the members of the Board of
Directors of AirGate are not Continuing Directors; or



               (e) AirGate consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, AirGate, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of
AirGate is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of AirGate outstanding
immediately prior to such transaction is converted into or exchanged for Voting
Stock, other than Disqualified Stock, of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person immediately after giving effect to such
issuance.



     Notwithstanding the foregoing, a “Change of Control” shall not occur under
clause (e) above in the event AirGate merges or consolidates with a Sprint PCS
Affiliate, if


               (a) after announcement of the merger or consolidation but before
consummation thereof,




		
	 	     (i) there shall not have occurred any downgrading nor
shall any notice have been given (that is not subsequently
removed prior to the



4






 







		
	 	consummation thereof) of any potential or intended
downgrading of any rating of the Notes to a rating that is
lower than the rating that existed or was indicated prior to
the announcement of the merger or consolidation, in any case
by a Rating Organization, that is not subsequently removed
prior to such consummation;




		
	 	     (ii) there shall not have occurred any suspension or
withdrawal of, nor shall any notice have been given of any
potential or intended suspension or withdrawal of, any review
(or of any potential or intended review) for a possible
change that does not indicate the direction of the possible
change in, any rating of the Notes (including, without
limitation, the placing of any of the Notes on credit watch
with negative or developing implications or under review with
an uncertain direction) by any Rating Organization, in each
case that is not subsequently removed prior to the
consummation of such merger or consolidation;
	 
	 	     (iii) there shall not have occurred any change, nor
shall any notice have been given of any potential or intended
change, in the outlook for any rating of the Notes to a
rating that is lower than the rating that existed or was
indicated prior to the announcement of the merger or
consolidation, in any case by any Rating Organization, that
is not subsequently removed prior to the consummation of such
merger or consolidation;
	 
	 	     (iv) no Rating Organization shall have given notice that
it has assigned (or is considering assigning) a rating to the
Notes that is lower than the rating that existed or was
indicated prior to the announcement of the merger or
consolidation, that is not subsequently removed prior to such
consummation; and



               (b) the Beneficial Owners of Voting Stock of AirGate prior to the merger
or consolidation continue to be the Beneficial Owners of at least 35% of the
outstanding Voting Stock of AirGate or the surviving Person after the merger or
consolidation; and



               (c) a majority of the members of the Board of Directors and the Chief
Executive Officer, Chief Financial Officer and one additional “named executive
officer” (as defined in Item 402(a)(3) of Regulation S-K under the Securities
Act of 1933, as amended) of AirGate immediately prior to the merger or
consolidation shall continue to serve in the same capacity or hold the same
office, as the case may be, for AirGate or the surviving Person after the
merger or consolidation.



          “Clearstream” means Clearstream Banking, société anonyme.



          “Closing
Date” means
[                  ], 2003, the date on which the Notes were
originally issued under this Indenture.



          “Collateral” means, collectively, all of the property and assets that are
from time to time subject to or required to be subject to the Liens created
under the Second-Priority Security Documents.






5






 





          “Collateral Agent” means the agent for the Trustee and any Holders under
the Second-Priority Security Documents.



          “Commission” means the Securities and Exchange Commission.



          “Consent and Agreement” means the consent and agreement, dated as of
August 16, 1999, among Sprint Spectrum L.P., Sprintcom, Inc., Sprint
Communications Company, L.P., Wirelessco L.P., and Lucent Technologies Inc., as
administrative agent for the lenders under the Credit Agreement.



          “Consolidated Debt” means the aggregate amount of Indebtedness of AirGate
and its Restricted Subsidiaries on a Consolidated basis outstanding at the date
of determination.



          “Consolidated Debt to Operating Cash Flow Ratio” means, at any date of
determination, the ratio of (i) Consolidated Debt to (ii) the Operating Cash
Flow for the period of the latest four fiscal quarters for which consolidated
financial statements of AirGate are available.



          “Consolidated Interest Expense” of any Person means, for any period, (1)
the aggregate interest expense and fees and other financing costs in respect of
Indebtedness (including amortization of original issue discount and non-cash
interest payments and accruals), (2) the interest component in respect of
Capital Lease Obligations and any deferred payment obligations of such Person
and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP, (3) all commissions, discounts, other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing and
net costs (including amortization of discounts) associated with interest rate
swap and similar agreements and with foreign currency hedge, exchange and
similar agreements and (4) the product of (a) all dividend payments, whether or
not in cash, on any series of Preferred Capital Stock of such Person or any of
its Restricted Subsidiaries, other than dividend payments on Capital Stock
payable solely in Capital Stock of AirGate (other than Disqualified Stock) or
to AirGate or its Restricted Subsidiaries, times (b) a fraction, the numerator
of which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of such Person, expressed
as a decimal, in each case, on a consolidated basis in accordance with GAAP.



          “Consolidated Net Income” means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:



               (a) the Net Income, but not loss, of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the specified Person or a Wholly Owned Subsidiary thereof;



               (b) the Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval that has not
been obtained or, directly or indirectly, by operation of the






6






 





terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders;


               (c) the Net Income, but not loss, of any Unrestricted Subsidiary shall be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries; and



               (d) the cumulative effect of a change in accounting principles shall be
excluded.



          “Consolidated Net Worth” means, with respect to any Person as of any date
of determination, the sum of:



               (a) the consolidated equity of the common stockholders of such Person and
its consolidated Subsidiaries as of such date; plus



               (b) the respective amounts reported on such Person’s balance sheet as of
such date with respect to any series of preferred stock, other than
Disqualified Stock, that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of net
earnings in respect of the year of such declaration and payment, but only to
the extent of any cash received by such Person upon issuance of such preferred
stock. “Consolidation” means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of AirGate, if and to the extent that the
accounts of each such Restricted Subsidiary would normally be consolidated with
those of AirGate in accordance with generally accepted accounting principles;
provided, however, that “Consolidation” shall not include consolidation of the
accounts of any Unrestricted Subsidiary, but the interest of AirGate or any
Restricted Subsidiary in any Unrestricted Subsidiary shall be accounted for as
an investment. The term “Consolidated” has a correlative meaning.



          “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors of AirGate who:



               (a) was a member of such Board of Directors on the date of this Indenture;
or



               (b) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.



          “Corporate Trust Office of the Trustee” shall be at the address of the
Trustee specified in Section 13.2 hereof or such other address as to which the
Trustee may give notice to the Company.



          “Credit Agreement” means the Credit Agreement, dated as of August 16,
1999, among AirGate, as borrower, the lenders party thereto, State Street Bank
and Trust Company, as collateral agent, and Lucent Technologies Inc., as
administrative agent, as amended by (1) the First Amendment to Credit
Agreement, dated as of October 12, 2001, among AirGate, as borrower, State
Street Bank and Trust Company, as collateral agent, and Lehman Commercial Paper
Inc., as administrative agent, and (2) Amendment No. 2 to the Credit Agreement,
dated as







7






 





of November [     ], 2003, among AirGate, as borrower, and Lehman Commercial
Paper Inc., as administrative agent, or any credit agreement or similar
document providing for one or more debt facilities or commercial paper
facilities entered into by AirGate and any lenders to amend, restate, modify,
renew, refund, replace or refinance the Credit Agreement in any manner in whole
or in part from time to time.


          “Credit Facilities” means, with respect to AirGate or any Guarantor, one
or more debt facilities or agreements or commercial paper facilities
(including, without limitation, any senior secured notes), in each case with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing, including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables, or letters of credit, and shall include the Credit
Agreement in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in any manner in whole or in part from time to time.



          “Default” means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.



          “Depositary” means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.3 hereof as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to Section 2.6 of this Indenture, and,
thereafter, “Depositary” shall mean or include such successor.



          “Designated Senior Debt” means (a) Indebtedness under the Credit Agreement
constituting Senior Debt and (b) any other Senior Debt that has been designated
by AirGate in writing to the Trustee as “Designated Senior Debt.”



          “Disqualified Stock” means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof, or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require AirGate to repurchase such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock if the “asset sale” or “change of control”
provisions applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions contained in Sections 4.10
and 4.14 and such Capital Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provision prior to
AirGate’s repurchase of the Notes as are required pursuant to such Sections
4.10 and 4.14 of this Indenture.



          “DTC” means The Depository Trust Company (55 Water Street, New York, New
York).






8






 





          “Equity Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excludes any debt security that is
convertible into, or exchangeable for, Capital Stock.



          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.



          “Event of Termination” means any of the events described in (1) Section
11.3 of the Management Agreement; (2) Section 13.2 of the Trademark Agreement
or (3) Section 13.2 of the Spectrum Trademark Agreement.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Existing Indebtedness” means the $[                  ] in aggregate principal amount of
Indebtedness of AirGate and its Restricted Subsidiaries in existence on the
date of this Indenture, including any Indebtedness that may be incurred under
the promissory note executed by AirGate pursuant to the Consent and Agreement,
until such amounts are repaid.



          “First-Priority Security Documents” means, collectively, the security
agreements, pledge agreements, mortgages, deeds of trust, pledges, collateral
assignments and other agreements or instruments, as amended, supplemented,
replaced or otherwise modified from time to time, that evidence or create a
security interest in any or all of the Collateral to secure Indebtedness under
the Credit Facilities constituting Senior Debt and any interest rate and
currency hedging obligations provided by lenders under the Credit Facilities
constituting Senior Debt.



          “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.



          “Global Notes” means the Notes that are in the form of Exhibit A hereto
(including the text referred to in footnote 1 thereto).



          “Government Securities” means (1) any security which is (a) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (b) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United
States of America, which, in either case, is not callable or redeemable at the
option of the issuer thereof, and (2) any depository receipt issued by a bank,
as defined in the Securities Act, as custodian with respect to any Government
Securities and held by such bank for the account of the holder of such
depository receipt, or with respect to any specific payment of principal of or
interest on any Government Securities which is so specified and held, provided
that, except as required by law, such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Securities or
the specific payment of principal or interest evidenced by such depository
receipt.





9






 





          “Guarantee” means any guarantee of the Notes by any Guarantor pursuant to
this Indenture.



          “Guarantors” means each of AGW, ANS, ASC and any future subsidiary that
guarantees the Notes in accordance with the provisions of this Indenture and
their respective successors and assigns.



          “Hedging Obligations” means, with respect to any Person, the obligations
of such Person under:



               (a) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and



               (b) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.



          “Holder” means a Person in whose name a Note is registered.



          “Indebtedness” means, with respect to any Person on any date of
determination (without duplication):




		
	 	     (2) the principal of and premium (if any) in respect of (i)
debt of such Person for money borrowed, and (ii) debt evidenced by
notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable;
	 
	 	     (3) all Capital Lease Obligations of such Person and all
Attributable Debt in respect of Sale and Leaseback Transactions
entered into by such Person;
	 
	 	     (4) all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under
any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business);
	 
	 	     (5) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker’s acceptance or similar
credit transactions (other than obligations with respect to letters
of credit securing obligations (other than obligations described in
(1) through (3) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are
not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third business day following receipt
by such Person of a demand for reimbursement following payment on
the letter of credit);
	 
	 	     (6) the amount of all obligations of such Person with respect
to the repayment of any Disqualified Stock or, with respect to any
Subsidiary of such Person, any Preferred Capital Stock (but
excluding, in each case, any accrued dividends);



10






 







		
	 	       (7) all obligations of the type referred to in clauses (1)
through (5) of other Persons and all dividends of other Persons for
the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee;
	 
	 	       (8) all obligations of the type referred to in clauses (1)
through (6) of other Persons secured by any Lien on any property of
such Person (whether or not such obligation is assumed by such
Person), the amount of such obligation begin deemed to be the
lesser of the value of such property or the amount of the
obligation so secured; and
	 
	 	       (9) to the extent not otherwise included in this definition,
Hedging Obligations of such Person.



          The amount of Debt of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date. The amount of Debt
represented by a Hedging Obligation shall be equal to (i) zero if such Hedging
Obligation has been incurred pursuant to clause (7) of the second paragraph of
Section 4.9 of this Indenture; or (ii) the notional amount of such Hedging
Obligation if not incurred pursuant to such clause.



          “Indenture” means this Indenture, as amended or supplemented from time to
time.



          “Indirect Participant” means a Person who holds an interest through a
Participant.



          “Intercreditor Agreement” means the intercreditor agreement, dated as of [
], 2003, among the Trustee, Lehman Commercial Paper Inc., in its
capacity as administrative agent for the financial institutions party to the
Credit Agreement, and State Street Bank and Trust Company, in its capacity as
collateral agent for the financial institutions party to the Credit Agreement,
and consented to by AirGate and as the same may be amended, supplemented,
restated, replaced or otherwise modified from time to time (whether with the
original agent or agents or lenders or other agents or lenders under the Credit
Facilities).



          “Investments” means, with respect to any Person, all investments by such
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees of Indebtedness or other obligations,
advances or capital contributions, excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business,
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If AirGate or any Restricted Subsidiary of AirGate sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of
AirGate such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of AirGate, AirGate shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Equity Interests of such Restricted Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.7.




11










 



          “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the city in which the principal Corporate
Trust Office of the Trustee is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday, payment shall be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.



          “Lien” means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code, or equivalent statutes, of any jurisdiction.



          “Management Agreement” means the Management Agreement between SprintCom,
Inc. and AirGate, dated as of July 22, 1998, and any exhibits, schedules or
addendum thereto, as such may be amended, modified or supplemented from time to
time.



          “Net Income” means, with respect to any Person, the net income (loss) of
such Person and its Restricted Subsidiaries, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends, excluding,
however:



               (a) any gain, but not loss, together with any related provision for taxes
on such gain (but not loss), realized in connection with: (i) any Asset Sale;
or (ii) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries; and



               (b) any extraordinary gain, but not loss, together with any related
provision for taxes on such extraordinary gain, but not loss.



          “Net Proceeds” means the aggregate cash proceeds received by AirGate or
any of its Restricted Subsidiaries in respect of any Asset Sale, including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale, net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in
each case after taking into account any available tax credits or deductions and
any tax sharing arrangements and amounts required to be applied to the
repayment of Indebtedness, other than Senior Debt, secured by a Lien on the
asset or assets that were the subject of such Asset Sale and appropriate
amounts to be provided by AirGate or any Restricted Subsidiary, as the case may
be, as a reserve required in accordance with GAAP against any liabilities
associated with such Asset Sale and retained by AirGate or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale.



          “Non-Recourse Debt” means Indebtedness:




12






 





               (a) as to which neither AirGate nor any of its Restricted 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 the 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, other than the Notes, of AirGate or any of its Restricted
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 AirGate or any of its
Restricted Subsidiaries.



          “Notes” has the meaning set forth in the preamble to this Indenture.



          “Note Custodian” means the Trustee when serving as custodian for the
Depositary with respect to the Global Notes, or any successor entity thereto.



          “Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities of any kind
payable under the documentation governing any Indebtedness.



          “Officer” means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.



          “Officers’ Certificate” means a certificate signed by the Chairman of the
Board, the President or a Vice-President, and by the Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary, of AirGate, and delivered
to the Trustee.



          “Operating Cash Flow” means, for any period, AirGate’s Consolidated Net
Income (Loss) plus, to the extent deducted in calculating Consolidated Net
Income (Loss) for such period, (i) depreciation, amortization and other
non-cash charges, (ii) all amounts in respect of Consolidated Interest Expense,
and all income taxes, whether or not deferred, applicable to such income
period, all as determined on a consolidated basis in accordance with generally
accepted accounting principles, (iii) 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 million 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, (iv) amounts not in excess of $5 million in start-up costs
actually incurred in connection with the provision of billing and customer care
services and any similar services by AirGate or an Affiliate that had been
provided to AirGate pursuant to the Sprint Agreements, and (v) any
restructuring costs or charges incurred in connection with the restructuring
transactions described in AirGate’s prospectus and solicitation statement,
dated [December      ,] 2003. For purposes of calculating Operating Cash Flow for
the four fiscal quarters most recently




13






 





completed for which financial statements are available prior to any date
on which an action is taken that requires a calculation of the Operating Cash
Flow to Consolidated Interest Expense Ratio or Consolidated Debt to Operating
Cash Flow Ratio, (1) any Person that is a Restricted Subsidiary on such date
(or would become a Restricted Subsidiary in connection with the transaction
that requires the determination of such ratio) will be deemed to have been a
Restricted Subsidiary at all times during such period, (2) any Person that is
not a Restricted Subsidiary on such date (or would cease to be a Restricted
Subsidiary in connection with the transaction that requires the determination
of such ratio) will be deemed not to have been a Restricted Subsidiary at any
time during such period and (3) if AirGate or any Restricted Subsidiary shall
have in any manner acquired (including through commencement of activities
constituting such operating business) or disposed of (including through
termination or discontinuance of activities constituting such operating
business) any operating business during or subsequent to the most recently
completed four fiscal quarters, such calculation will be made on a pro forma
basis on the assumption that such acquisition or disposition had been completed
on the first day of such completed period.


          “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to
AirGate or any Subsidiary of AirGate.



          “Participant” means, with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).



          “Paying Agent” means any Person authorized by AirGate to pay the principal
of, premium, if any, or interest on any Notes on behalf of AirGate.



          “Permitted Business” means the business primarily involved in (a) the
ownership, design, construction, development, acquisition, installation,
integration, management and/or provision of communications systems, (b) the
delivery or distribution of communications, voice data or video services, (c)
the provision of management, billing or customer care services or (d) any
business or activity reasonably related or ancillary thereto, including,
without limitation, any business conducted by AirGate or any Restricted
Subsidiary on the Closing Date.



          “Permitted Investments” means:



               (a) any Investment in AirGate or in a Wholly Owned Restricted Subsidiary
of AirGate that is a Guarantor,



               (b) any Investment in Cash Equivalents;



               (c) any Investment by AirGate or any Restricted Subsidiary of AirGate in a
Person, if as a result of such Investment:




		
	 	     (i) such Person becomes a Wholly Owned Restricted
Subsidiary of AirGate; or



14






 







		
	 	     (ii) such Person is merged, consolidated or amalgamated
with or into, or transfers or conveys substantially all of
its assets to, or is liquidated into, AirGate or a Wholly
Owned Restricted Subsidiary of AirGate;



               (d) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10;



               (e) any acquisition of assets solely in exchange for the issuance of
Equity Interests, other than Disqualified Stock, of AirGate;



               (f) Investments, the payment of which consists only of Equity Interests,
other than Disqualified Stock;



               (g) Investments of up to $5 million in fiscal 2003, $7.5 million in fiscal
2004, $10 million in fiscal 2005, $12.5 million in fiscal 2006 and $15 million
in fiscal 2007, in the aggregate, in one or more transactions in one or more
entities that




		
	 	     (i) will engage in a related telecommunications service
business,
	 
	 	     (ii) will bid on, own or lease spectrum or
	 
	 	     (iii) will provide management, billing or customer care
services;



          provided that, at the time of such Investment, AirGate could have incurred
$1.00 of additional debt under the first paragraph of Section 4.9 of this
Indenture; provided further, that such amounts will be included in the
calculation of subsequent Restricted Payments under Section 4.7 of this
Indenture;



          (h) Investments in one or more transactions, not to exceed an aggregate of
$5.0 million, in one or more entities that will provide management, billing or
customer care services; and



          (i) other Investments in any Person having an aggregate fair market value,
measured on the date each such Investment was made and without giving effect to
subsequent changes in value, when taken together with all other Investments
made pursuant to this clause (i) since the date of this Indenture, not to
exceed $5.0 million.



          “Permitted Junior Securities” means Equity Interests in AirGate or its
Subsidiaries or debt securities of AirGate or its Subsidiaries that are
subordinated to all Senior Debt (and any debt securities issued in exchange for
Senior Debt) to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Debt.



          “Permitted Liens” means:



               (a) Liens securing Indebtedness under Credit Facilities constituting
Senior Debt on any tangible or intangible asset or property of AirGate or any
Restricted



15






 





Subsidiary, whether such asset or property is real, personal or mixed;
provided, that a similar Lien on such asset or property shall also be granted
for the benefit of the Holders of the Notes and such Lien granted for the
benefit of the Holders of the Notes shall be junior only to the Liens securing
Indebtedness under Credit Facilities constituting Senior Debt and certain other
Permitted Liens, and any intercreditor agreement or other agreement pertaining
to relative rights in such Collateral shall not be any less favorable than the
Intercreditor Agreement as in effect at such time or as last in effect;


               (b) Liens in favor of AirGate or the Guarantors;



               (c) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with AirGate or any Restricted Subsidiary
of AirGate; provided that such Liens (1) were in existence prior to the
contemplation of such merger or consolidation, (2) are not incurred in
anticipation of or in connection with such merger or consolidation, and (3) do
not extend to any assets other than those of the Person merged into or
consolidated with AirGate or the Restricted Subsidiary;



               (d) Liens on property existing at the time of acquisition thereof by
AirGate or any Restricted Subsidiary of AirGate, provided that such Liens (1)
were in existence prior to the contemplation of such acquisition, (2) are not
incurred in anticipation of or in connection with the acquisition of such
property and (3) do not extend to any assets other than those of the property
acquired;



               (e) Liens and deposits made to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds, letters of credit or
other obligations of a like nature incurred in the ordinary course of business;



               (f) Liens to secure Indebtedness, including Capital Lease Obligations,
permitted by clause (4) of the second paragraph of Section 4.9 hereof covering
only the assets acquired with such Indebtedness;



               (g) Liens existing on the date of this Indenture;



               (h) Liens on Assets of Guarantors to secure Senior Debt of such Guarantor
that was permitted by this Indenture to be incurred;



               (i) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor;



               (j) Liens incurred in the ordinary course of business of AirGate or any
Restricted Subsidiary of AirGate with respect to obligations that do not exceed
$5.0 million at any one time outstanding;



               (k) Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, that any such Lien may not
extend to any other property owned by AirGate or any Restricted Subsidiary;
provided further that such Liens are



16






 



               not incurred in anticipation of or in connection with the transaction or
series of related transactions pursuant to which such Person became a
Restricted Subsidiary;



               (l) Liens securing the Notes and the Guarantees outstanding on the Closing
Date;



               (m) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (c), (d), (g) and (h);



               (n) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’
liens, in each case for sums not yet due or being contested in good faith by
appropriate proceedings, or other Liens arising out of judgments or awards
against such Person not giving rise to an Event of Default so long as any
appropriate legal proceeding that may have been duly initiated for the review
of such judgment or award shall have been finally determined, or the period
within which such proceeding may be initiated shall not have expired;



               (o) Liens on assets of AirGate or any Restricted Subsidiary arising as a
result of a sale and leaseback transaction with respect to such assets;
provided that the proceeds from such sale and leaseback transaction are applied
in accordance with Section 4.10 of this Indenture; and



               (p) Liens to secure Indebtedness (and any guarantees of such Indebtedness)
permitted to be incurred under (i) clause (12) of Section 4.9 hereof and (ii)
the first paragraph of Section 4.9 hereof; provided, that such Liens shall be
junior to the Liens securing Indebtedness under the Credit Facilities
constituting Senior Debt and provided further that such Liens shall also be
granted for the benefit of the Holders of the Notes and such Liens shall rank
pari passu with the Lien granted for the benefit of the Holders of the Notes.



               “Permitted Refinancing Indebtedness” means any Indebtedness of AirGate or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of AirGate or any of its Restricted Subsidiaries, other than
intercompany Indebtedness; provided that:



               (a) the principal amount, or accreted value, if applicable, of such
Permitted Refinancing Indebtedness does not exceed the principal amount of, or
accreted value, if applicable, plus the amount of any premium required to be
paid in connection with such refinancing pursuant to the terms of the
Indebtedness refinanced or the amount of any premium reasonably determined by
AirGate as necessary to accomplish such refinancing plus accrued interest on,
the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded, plus the amount of reasonable expenses incurred in connection
therewith;



               (b) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;



17






 



               (c) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes
on terms at least as favorable to the holders of Notes as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and



               (d) such Indebtedness is incurred either by AirGate or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.



          “Person” means any individual, corporation, partnership, joint venture,
limited liability company, trust, unincorporated organization or government or
any agency or political subdivision thereof or other entity of any nature.



          “Preferred Capital Stock,” as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes, however designated,
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.



          “Rating Organization” means Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies Inc., or Moody’s Investors Service, Inc. or their
respective successors.



          “Responsible Officer” means, when used with respect to the Trustee, any
officer assigned to the Corporate Trust Office of the Trustee, including any
vice president, assistant vice president, assistant treasurer, or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.



          “Restricted Subsidiary” of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.



          “Sale and Leaseback Transaction” means any arrangement with any Person
(other than AirGate or a Subsidiary), or to which any such Person is a party,
providing for the leasing, pursuant to a capital lease that would at such time
be required to be capitalized on a balance sheet in accordance with GAAP, to
AirGate or a Restricted Subsidiary of any property or asset which has been or
is to be sold or transferred by AirGate or such Restricted Subsidiary to such
Person or to any other Person (other than AirGate or a Subsidiary) to which
funds have been or are to be advanced by such Person.



          “Second-Priority Security Documents” means, collectively, the security
agreements, pledge agreements, mortgages, deeds of trust, pledges, collateral
assignments and other agreements or instruments, as amended, supplemented,
replaced or otherwise modified



18






 



from time to time, among AirGate, certain other grantors and the Trustee,
that evidence or create a security interest in any or all of the Collateral in
favor of the Trustee and any Holders.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Security Documents” mean, collectively, (a) the First-Priority Security
Documents; (b) the Second-Priority Security Documents; and (c) the
Intercreditor Agreement.



          “Senior Debt” means:



               (a) all Indebtedness outstanding under Credit Facilities and any
guarantees thereof and all Hedging Obligations with respect thereto, to the
extent permitted under clause (3) of Section 4.9 hereof; and



               (b) all Obligations with respect to the items listed in the preceding
clause (a).



          Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:



               (a) any liability for federal, state, local or other taxes owed or owing
by AirGate;



               (b) any Indebtedness of AirGate to any of its Subsidiaries or other
Affiliates;



               (c) any trade payables; or



               (d) any Indebtedness that is incurred in violation of this Indenture or
that is not permitted to be incurred under clause (3) of Section 4.9 hereof.



          “Senior Subordinated Discount Notes” means the 13.5% Senior Subordinated
Discount Notes due October 1, 2009 of AirGate.



          “Significant Subsidiary” means any Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
by the Commission, as such Regulation is in effect on the date hereof.



          “Spectrum Trademark Agreement” means Sprint Trademark and Service mark
License Agreement between Sprint Spectrum L.P. and AirGate, dated as of July
22, 1998, and any exhibits, schedules or addendum thereto, as such may be
amended, modified or supplemented from time to time.



          “Sprint Agreements” means the (1) Management Agreement; (2) Sprint PCS
Services Agreement between Sprint Spectrum L.P. and AirGate, dated as of July
22, 1998, and any exhibits, schedules or addendum thereto, as such may be
amended, modified or supplemented from time to time, (3) Trademark Agreement;
and (4) Spectrum Trademark Agreement.



19






 



          “Sprint PCS Affiliate” means any Person whose sole or predominant business
is operating a personal communications services business pursuant to
arrangements with Sprint Spectrum L.P. and/or its Affiliates, or their
successors, similar to the Sprint Agreements.



          “Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.



          “Subordinated Note Obligations” means all Obligations with respect to the
Notes, including without limitation, principal of, premium, if any, and
interest, if any, payable pursuant to the terms of the Notes (including upon
the acceleration of redemption thereof), together with and including any
amounts received or receivable upon the exercise of rights of recission or
other rights of action (including claims for damages) or otherwise.



          “Subsidiary” means, with respect to any Person:



               (a) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled, without
regard to the occurrence of any contingency, to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person, or a combination thereof; and



               (b) any partnership (i) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (ii) the only
general partners of which are such Person or of one or more Subsidiaries of
such Person, or any combination thereof.



          “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§
77aaa-77bbbb), as amended, as in effect on the date hereof.



          “Trademark Agreement” means Sprint Trademark and Service Mark License
Agreement between Sprint Communications Company, L.P. and AirGate, dated as of
July 22, 1998, and any exhibits, schedules or addendum thereto, as such may be
amended, modified or supplemented from time to time.



          “Trustee” has the meaning set forth in the preamble to this Indenture.



          “Unrestricted Subsidiary” means any Subsidiary of AirGate that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to
a Board Resolution, but only to the extent that such Subsidiary:



               (a) has no Indebtedness other than Non-Recourse Debt;



               (b) is not party to any agreement, contract, arrangement or understanding
with AirGate or any Restricted Subsidiary of AirGate unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
AirGate or such



20






 





Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of AirGate;


               (c) is a Person with respect to which neither AirGate nor any of its
Restricted 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 AirGate or any of its Restricted Subsidiaries;
and



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



          Any designation of a Subsidiary of AirGate as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee the Board
Resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.7. 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 for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of AirGate as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.9,
AirGate shall be in default of Section 4.9. The Board of Directors of AirGate
may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of AirGate of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted under Section 4.9, calculated
on a pro forma basis as if such designation had occurred at the beginning of
the four-quarter reference period; and (2) no Default or Event of Default would
be in existence following such designation.



          “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board
of Directors of such Person.



          “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date of determination, the number of years obtained by
dividing:



               (a) the sum of the products obtained by multiplying (i) the amount of each
then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof,
by (ii) the number of years, calculated to the nearest one-twelfth, that will
elapse between such date and the making of such payment; by



               (b) the then outstanding principal amount of such Indebtedness.




21










 



          “Wholly Owned Restricted Subsidiary” of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which, other than directors’ qualifying shares, shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.



     SECTION 1.2 OTHER DEFINITIONS.



	 	 	 	 	 
	Term	 	Defined in Section
	
	 	

	“Affiliate Transaction”	 	 	
4.11	 
	“Agent Members”	 	 	
2.6	 
	“Change of Control Offer”	 	 	
4.14	 
	“Change of Control Payment”	 	 	
4.14	 
	“Change of Control Payment Date”	 	 	
4.14	 
	“Covenant Defeasance”	 	 	
8.3	 
	“Custodian”	 	 	
6.1	 
	“Event of Default”	 	 	
6.1	 
	“Excess Proceeds”	 	 	
4.10	 
	“Excess Proceeds Offer	 	 	
3.9	 
	“Excess Proceeds Offer Triggering Event”	 	 	
4.10	 
	“Legal Defeasance”	 	 	
8.2	 
	“Offer Amount”	 	 	
3.9	 
	“Offer Period”	 	 	
3.9	 
	“Payment Blockage Notice”	 	 	
12.3	 
	“Payment Default”	 	 	
6.1	 
	“Permitted Debt”	 	 	
4.9	 
	“Purchase Date”	 	 	
3.9	 
	“Registrar”	 	 	
2.3	 
	“Representative”	 	 	
12.3	 
	“Repurchase Offer”	 	 	
3.9	 
	“Restricted Payment”	 	 	
4.7	 
	“Surviving Entity”	 	 	
5.1	 



     SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


          Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in, and made a part of, this Indenture.



          The following TIA terms used in this Indenture have the following
meanings:




		
	 	     “indenture securities” means the Notes and any Guarantee;




		
	 	     “indenture security holder” means a Holder;




		
	 	     “indenture to be qualified” means this Indenture;



22






 







		
	 	     “indenture trustee” or “institutional trustee” means the
Trustee;




		
	 	     “obligor” on the Notes means AirGate and any successor
obligor upon the Notes or any Guarantor.



          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by the Commission rule
under the TIA have the meanings so assigned to them therein.



     SECTION 1.4 RULES OF CONSTRUCTION.


          Unless the context otherwise requires:




		
	 	     (1) a term has the meaning assigned to it herein;




		
	 	     (2) an accounting term not otherwise defined herein has the
meaning assigned to it in accordance with GAAP;




		
	 	     (3) “or” is not exclusive;




		
	 	     (4) words in the singular include the plural, and in the
plural include the singular;




		
	 	     (5) unless otherwise specified, any reference to Section or
Article refers to such Section or Article of this Indenture;




		
	 	     (6) provisions apply to successive events and transactions;
and




		
	 	     (7) references to sections of or rules under the Securities
Act or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the
Commission from time to time.



ARTICLE II



THE NOTES



     SECTION 2.1 FORM AND DATING.


          The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A attached hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes
initially shall be issued only in denominations of $1,000 and integral
multiples thereof.



          The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and AirGate and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision
of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.





23






 





               (a) The Notes shall be issued initially in the form of one or more Global
Notes substantially in the form attached as Exhibit A hereto, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by AirGate and
authenticated by the Trustee as hereinafter provided.



          Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges, redemptions and
transfers of interests. Any endorsement of a Global Note to reflect the amount
of any increase or decrease in the amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.6 hereof.



          Except as set forth in Section 2.6 hereof, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.



               (b) This Section 2.1(b) shall apply only to Global Notes deposited with or
on behalf of the Depositary.



          AirGate shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver the Global Notes that (i) shall be
registered in the name of the Depositary or the nominee of the Depositary and
(ii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instructions or held by the Trustee as custodian for the
Depositary.



          Participants shall have no rights either under this Indenture with respect
to any Global Note held on their behalf by the Depositary or by the Note
Custodian as custodian for the Depositary or under such Global Note, and the
Depositary may be treated by AirGate, the Trustee and any agent of AirGate or
the Trustee as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
AirGate, the Trustee or any agent of AirGate or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Participants, the
operation of customary practices of such Depositary governing the exercise of
the rights of an owner of a beneficial interest in any Global Note.



          The Trustee shall have no responsibility or obligation to any Holder that
is a member of (or a participant in) DTC or any other Person with respect to
the accuracy of the records of DTC (or its nominee) or of any participant or
member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Notes (or other security or
property) under or with respect to the Notes. The Trustee may rely (and shall
be fully protected in relying) upon information furnished by DTC with respect
to its members, participants and any beneficial owners in the Notes.





24






 





               (c) Notes issued in certificated form shall be substantially in the form
of Exhibit A attached hereto (but without including the text referred to in
footnote 1 thereto).



     SECTION 2.2 EXECUTION AND AUTHENTICATION.


          An Officer shall sign the Notes for AirGate by manual or facsimile
signature. AirGate’s seal shall be reproduced on the Notes and may be in
facsimile form.



          If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.



          A Note shall not be valid until authenticated by the manual signature of a
Responsible Officer of the Trustee. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.



          The Trustee shall, upon a written order of AirGate signed by one Officer
directing the Trustee to authenticate the Notes and certifying that all
conditions precedent to the issuance of the Notes contained herein have been
complied with, authenticate Notes for original issue up to the aggregate
principal amount stated in paragraph 4 of the Notes. The aggregate principal
amount of Notes outstanding at any time may not exceed such amount except as
provided in Section 2.8 hereof.



          The Trustee may appoint an authenticating agent reasonably acceptable to
AirGate to authenticate Notes. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or AirGate or an Affiliate of
AirGate.



     SECTION 2.3 REGISTRAR AND PAYING AGENT.


          AirGate shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and (ii)
an office or agency where Notes may be presented for payment to a Paying Agent.
The Registrar shall keep a register of the Notes and of their transfer and
exchange. AirGate may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and
the term “Paying Agent” includes any additional paying agent. AirGate may
change any Paying Agent or Registrar without notice to any Holder. AirGate
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If AirGate fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. AirGate or
any of its Subsidiaries may act as Paying Agent or Registrar.



          AirGate shall notify the Trustee and the Trustee shall notify the Holders
of the Notes of the name and address of any Agent not a party to this
Indenture. AirGate or any Guarantor may act as Paying Agent or Registrar.
AirGate shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate the provisions of the TIA.
The agreement shall implement the provisions of this Indenture that relate to
such Agent. AirGate shall notify the Trustee of the name and address of any
such Agent. If AirGate





25






 





fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 7.7 hereof.


          AirGate initially appoints the Trustee to act as the Registrar and Paying
Agent.



          AirGate initially appoints DTC to act as the Depositary with respect to
the Global Notes.



     SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.


          AirGate shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and shall notify the Trustee of any
Default by AirGate in making any such payment. While any such Default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee. AirGate at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than AirGate or a Subsidiary) shall have no further liability
for the money. If AirGate or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon the occurrence of events specified in
Section 6.1(ix), (x) and (xi) hereof, the Trustee shall serve as Paying Agent
for the Notes.



     SECTION 2.5 HOLDER LISTS.


          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is
not the Registrar, AirGate shall furnish to the Trustee at least seven (7)
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders,
including the aggregate principal amount of the Notes held by each Holder
thereof, and AirGate shall otherwise comply with TIA § 312(a).



     SECTION 2.6 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.


               (a) Each Global Note shall (i) be registered in the name of the Depositary
for such Global Notes or the nominee of such Depositary, (ii) be delivered to
the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 2.6(g).



          Members of, or participants in, the Depositary (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Note, and the Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the





26






 





Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Note.


               (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Note may
be transferred in accordance with the rules and procedures of the Depositary.
In addition, Certificated Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the Global
Notes or the Depositary ceases to be a “clearing agency” registered under the
Exchange Act and a successor depositary is not appointed by the Company within
ninety (90) days of such notice or (ii) an Event of Default of which a
Responsible Officer of the Trustee has actual notice has occurred and is
continuing and the Registrar has received a request from the Depositary to
issue such Certificated Notes.



               (c) In connection with the transfer of the entire Global Note to
beneficial owners pursuant to clause (b) of this Section, such Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note an equal aggregate principal amount of
Certificated Notes of authorized denominations.



               (d) The registered holder of a Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interest through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.



               (e) A Certificated Note may not be transferred or exchanged for a
beneficial interest in a Global Note.



               (f) If at any time:




		
	 	     (i) the Depositary for the Notes notifies AirGate that
the Depositary is unwilling or unable to continue as
Depositary for the Global Notes and a successor Depositary
for the Global Notes xis not appointed by AirGate within
ninety (90) days after delivery of such notice; or




		
	 	     (ii) AirGate, at its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of
Certificated Notes under this Indenture,



then AirGate shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver, Certificated Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.


               (g) Each Global Security shall bear the following legends on the face
thereof:





27






 






		
	 	UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
	 
	 	TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE.



               (h) At such time as all beneficial interests in Global Notes have been
exchanged for Certificated Notes, redeemed, repurchased or cancelled, all
Global Notes shall be returned to or retained and cancelled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for Certificated
Notes, redeemed, repurchased or cancelled, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note, by the Trustee or the Note Custodian, at the
direction of the Trustee, to reflect such reduction.



               (i) General Provisions Relating to Transfers and Exchanges.




		
	 	     (i) To permit registrations of transfers and exchanges,
AirGate shall execute and the Trustee shall authenticate
Global Notes and Certificated Notes at the Registrar’s
request.




		
	 	     (ii) No service charge shall be made to a Holder for any
registration of transfer or exchange, but AirGate may require
payment of a sum sufficient to cover any stamp or transfer
tax or similar governmental charge payable in connection
therewith (other than any such stamp or transfer taxes or
similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14, 9.5 and 10.1
hereto).




		
	 	     (iii) All Global Notes and Certificated Notes issued
upon any registration of transfer or exchange of Global Notes
or Certificated Notes shall be the valid obligations of
AirGate, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Global Notes or



28






 







		
	 	Certificated Notes surrendered upon such registration of
transfer or exchange.




		
	 	     (iv) The Registrar shall not be required: (A) to issue,
to register the transfer of or to exchange Notes during a
period beginning at the opening of fifteen (15) days before
the day of any selection of Notes for redemption under
Section 3.2 hereof and ending at the close of business on the
day of selection, (B) to register the transfer of or to
exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being
redeemed in part, or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding
interest payment date.




		
	 	     (v) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and AirGate may
deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose
of receiving payment of principal of and interest on such
Notes and for all other purposes, and neither the Trustee,
any Agent nor AirGate shall be affected by notice to the
contrary.




		
	 	     (vi) The Trustee shall authenticate Global Notes and
Certificated Notes in accordance with the provisions of
Section 2.2 hereof.




		
	 	     (vii) Each Holder of a Note agrees to provide reasonable
indemnity to AirGate and the Trustee against any liability
that may result from the transfer, exchange or assignment of
such Holder’s Note in violation of any provision of this
Indenture and/or applicable United States federal or state
securities law.




		
	 	     (viii) The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or
among Agent Members or beneficial owners of interests in any
Global Note) other than to require delivery of such
certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the
express requirements hereof.



     SECTION 2.7 REPLACEMENT NOTES.


          If any mutilated Note is surrendered to the Trustee, or AirGate and the
Trustee receives evidence to their satisfaction of the destruction, loss or
theft of any Note, AirGate shall issue and the Trustee, upon the written order
of AirGate signed by an Officer of AirGate, shall authenticate a replacement
Note if the Trustee’s requirements are met. If required by the Trustee or
AirGate, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and AirGate to protect AirGate, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. AirGate and the Trustee may charge for their expenses in
replacing a Note.





29






 





          Every replacement Note is an additional obligation of AirGate and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.



     SECTION 2.8 OUTSTANDING NOTES.


          The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a
Note does not cease to be outstanding because AirGate or an Affiliate of
AirGate holds the Note.



          If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.



          If the principal amount of any Note is considered paid under Section 4.1
hereof, it ceases to be outstanding and interest on it ceases to accrue.



          If the Paying Agent (other than AirGate, a Subsidiary or an Affiliate of
any thereof) holds, on a redemption date or maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.



     SECTION 2.9 TREASURY NOTES.


          In determining whether the Holders of the required aggregate principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by AirGate, or by any Affiliate of AirGate shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes shown on the register as being owned shall be so disregarded.
Notwithstanding the foregoing, Notes that are to be acquired by AirGate or an
Affiliate of AirGate pursuant to an exchange offer, tender offer or other
agreement shall not be deemed to be owned by such entity until legal title to
such Notes passes to such entity.



     SECTION 2.10 TEMPORARY NOTES.


          Until Certificated Notes are ready for delivery, AirGate may prepare and
the Trustee shall authenticate temporary Notes upon a written order of AirGate
signed by two Officers of AirGate. Temporary Notes shall be substantially in
the form of Certificated Notes but may have variations that AirGate considers
appropriate for temporary Notes. Without unreasonable delay, AirGate shall
prepare and the Trustee shall upon receipt of a written order of AirGate signed
by two Officers authenticate Certificated Notes in exchange for temporary
Notes.



          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.





30






 





     SECTION 2.11 CANCELLATION.


          AirGate at any time may deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder or which AirGate may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. All Notes surrendered for registration of transfer,
exchange or payment, if surrendered to any Person other than the Trustee, shall
be delivered to the Trustee. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation. Subject to Section 2.7 hereof, AirGate may not issue new
Notes to replace Notes that it has redeemed or paid or that have been delivered
to the Trustee for cancellation. All cancelled Notes held by the Trustee shall
be disposed of in accordance with its customary practice, and certification of
their disposal delivered to AirGate, unless by a written order, signed by an
Officer of AirGate, AirGate shall direct that cancelled Notes be returned to
it.



     SECTION 2.12 DEFAULTED INTEREST.


          If AirGate defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, which date shall be at the earliest practicable
date but in all events at least five (5) Business Days prior to the payment
date, in each case at the rate provided in the Notes and in Section 4.1 hereof.
AirGate shall fix or cause to be fixed each such special record date and
payment date, and shall promptly thereafter, notify the Trustee of any such
date. At least fifteen (15) days before the special record date, AirGate (or
the Trustee, in the name and at the expense of AirGate) shall mail or cause to
be mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.



     SECTION 2.13 RECORD DATE.


          The record date for purposes of determining the identity of Holders
entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in TIA § 316
(c).



     SECTION 2.14 COMPUTATION OF INTEREST.


          Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.



     SECTION 2.15 CUSIP NUMBER.


          AirGate in issuing the Notes may use a “CUSIP” number, and if it does so,
the Trustee shall use the CUSIP number in notices of redemption or exchange as
a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes. AirGate shall promptly
notify the Trustee of any change in the CUSIP number.




31










 



ARTICLE III



REDEMPTION AND PREPAYMENT




	 	 	 	 	 
	 	 	
SECTION 3.1
	 	NOTICES TO TRUSTEE.



          If AirGate elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least
forty-five (45) days before a redemption date, an Officers’ Certificate setting
forth (i) the Section of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.



          If AirGate is required to make an offer to purchase Notes pursuant to
Section 4.10 or 4.14 hereof, it shall furnish to the Trustee, at least
forty-five (45) days before the scheduled purchase date, an Officers’
Certificate setting forth (i) the section of this Indenture pursuant to which
the offer to purchase shall occur, (ii) the terms of the offer, (iii) the
principal amount of Notes to be purchased, (iv) the purchase price, (v) the
purchase date and (vi) further setting forth a statement to the effect that (a)
AirGate or one its Subsidiaries has effected an Asset Sale and there are Excess
Proceeds aggregating more than $10.0 million or (b) a Change of Control has
occurred, as applicable.



          AirGate will also provide the Trustee with any additional information that
the Trustee reasonably requests in connection with any redemption or offer.




	 	 	 	 	 
	 	 	
SECTION 3.2
	 	SELECTION OF NOTES TO BE REDEEMED.



          If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed among the Holders in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate (and in
a manner that complies with applicable legal requirements); provided that no
Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall
be mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address. Notices of redemption may not be conditional. If any Note is to be
redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed. A new Note
in principal amount equal to the unredeemed portion of the original Note will
be issued in the name of the Holder thereof upon cancellation of the original
Note. Notes called for redemption become due on the date fixed for redemption.
On and after the redemption date, interest ceases to accrue on Notes or
portions of them called for redemption. The Trustee shall make the selection
from the Notes outstanding and not previously called for redemption and shall
promptly notify AirGate in writing of the Notes selected for redemption. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of the Notes that have denominations larger
than $1,000.



32






 



	 	 	 	 	 
	 	 	
SECTION 3.3
	 	NOTICE OF REDEMPTION.



          Subject to the provisions of Section 3.9, at least 30 days but not more
than 60 days before a redemption date, AirGate shall mail or cause to be mailed
by first class mail, a notice of redemption to each Holder whose Notes are to
be redeemed.



          The notice shall identify the Notes to be redeemed and shall state:




		
	 	     (1) the redemption date;
	 
	 	     (2) the redemption price;
	 
	 	     (3) if any Note is being redeemed in part, the portion of the
principal amount of such Notes to be redeemed and that, after the
redemption date, upon surrender of such Note, a new Note or Notes
in principal amount equal to the unredeemed portion shall be issued
upon cancellation of the original Note;
	 
	 	     (4) the name, telephone number and address of the Paying
Agent;
	 
	 	     (5) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;
	 
	 	     (6) that, unless AirGate defaults in making such redemption
payment, interest, if any, on Notes called for redemption ceases to
accrue on and after the redemption date;
	 
	 	     (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are
being redeemed; and
	 
	 	     (8) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or
printed on the Notes.



          At AirGate’s request, the Trustee shall give the notice of redemption in
AirGate’s name and at AirGate’s expense; provided, however, that AirGate shall
have delivered to the Trustee, at least 45 days prior to the redemption date,
an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in the notice as provided in the
preceding paragraph. The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Note shall not affect the validity of
the proceeding for the redemption of any other Note.




	 	 	 	 	 
	 	 	
SECTION 3.4
	 	EFFECT OF NOTICE OF REDEMPTION.



          Once notice of redemption is mailed in accordance with Section 3.3 hereof,
Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price plus accrued and unpaid interest, if
any, to such date. A notice of redemption may not be conditional.




33






 






	 	 	 	 	 
	 	 	
SECTION 3.5
	 	DEPOSIT OF REDEMPTION OF PURCHASE PRICE.



          On or before 10:00 a.m. (New York City time) on each redemption date or
the date on which Notes must be accepted for purchase pursuant to Section 4.10
or 4.14, AirGate shall deposit with the Trustee or with the Paying Agent (other
than AirGate or an Affiliate of AirGate) money sufficient to pay the redemption
price of and accrued and unpaid interest, if any, on all Notes to be redeemed
or purchased on that date. The Trustee or the Paying Agent shall promptly
return to AirGate any money deposited with the Trustee or the Paying Agent by
AirGate in excess of the amounts necessary to pay the redemption price of
(including any applicable premium), and accrued interest, if any, on, all Notes
to be redeemed or purchased.



          If Notes called for redemption or tendered in an Asset Sale Offer or
Change of Control Offer are paid or if AirGate has deposited with the Trustee
or Paying Agent money sufficient to pay the redemption or purchase price of,
and unpaid and accrued interest, if any, on, all Notes to be redeemed or
purchased, on and after the redemption or purchase date, interest, if any,
shall cease to accrue on the Notes or the portions of Notes called for
redemption or tendered and not withdrawn in an Asset Sale Offer or Change of
Control Offer (regardless of whether certificates for such securities are
actually surrendered). If a Note is redeemed or purchased on or after an
interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest, if any, shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If
any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of AirGate to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case, at the rate provided
in the Notes and in Section 4.1 hereof.




	 	 	 	 	 
	 	 	
SECTION 3.6
	 	NOTES REDEEMED IN PART.



          Upon surrender of a Note that is redeemed in part, AirGate shall issue
and, upon the written request of an Officer of AirGate, the Trustee shall
authenticate for the Holder at the expense of AirGate a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.




	 	 	 	 	 
	 	 	
SECTION 3.7
	 	OPTIONAL REDEMPTION.



          The Notes will not be redeemable at AirGate’s option prior to January 1,
2006. Thereafter, the Notes will be subject to redemption at any time at the
option of AirGate, in whole or in part, upon not less than 30 nor more than 60
days’ notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest thereon, if any, to
the applicable redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the twelve-month period beginning on January
1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2006
	 	 	104.688	%
	2007
	 	 	102.344	%
	2008 and thereafter
	 	 	100.000	%



34






 



	 	 	 	 	 
	 	 	
SECTION 3.8
	 	MANDATORY REDEMPTION.



          Except as set forth under Sections 3.9, 4.10 and 4.14 hereof, AirGate
shall not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.




	 	 	 	 	 
	 	 	
SECTION 3.9
	 	REPURCHASE OFFERS.



          In the event that AirGate shall be required to commence an offer to all
Holders to repurchase Notes (a “Repurchase Offer”) pursuant to Section 4.10
hereof, an “Excess Proceeds Offer,” or pursuant to Section 4.14 hereof, a
“Change of Control Offer,” AirGate shall follow the procedures specified below.



          A Repurchase Offer shall commence no earlier than 30 days and no later
than 60 days after a Change of Control (unless AirGate is not required to make
such offer pursuant to Section 4.14 hereof) or an Excess Proceeds Offer
Triggering Event (as defined in Section 4.10), as the case may be, and remain
open for a period of twenty (20) Business Days following its commencement and
no longer, except to the extent that a longer period is required by applicable
law (the “Offer Period”). No later than five (5) Business Days after the

termination of the Offer Period (the “Purchase Date”), AirGate shall purchase
the aggregate principal amount of Notes required to be purchased pursuant to
Section 4.10 hereof, in the case of an Excess Proceeds Offer, or Section 4.14
hereof, in the case of a Change of Control Offer (the “Offer Amount”) or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Repurchase Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.



          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, if
any, shall be paid to the Person in whose name a Note is registered at the
close of business on such record date, and no additional interest, if any,
shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.



          Upon the commencement of a Repurchase Offer, AirGate shall send, by first
class mail, a notice to the Trustee and each of the Holders. The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to such Repurchase Offer. The Repurchase Offer shall be
made to all Holders. The notice, which shall govern the terms of the
Repurchase Offer, shall describe the transaction or transactions that
constitute the Change of Control or Excess Proceeds Offer Triggering Event, as
the case may be and shall state:




	 	(a)	 	that the Repurchase Offer is being made pursuant
to this Section 3.9 and Section 4.10 or 4.14 hereof, as the
case may be, and the length of time the Repurchase Offer shall
remain open;
	 
	 	(b)	 	the Offer Amount, the purchase price and the
Purchase Date;



35






 







	 	(c)	 	that any Note not tendered or accepted for
payment shall continue to accrete or accrue interest;
	 
	 	(d)	 	that, unless AirGate defaults in making such
payment, any Note accepted for payment pursuant to the
Repurchase Offer shall cease to accrete or accrue interest
after the Purchase Date;
	 
	 	(e)	 	that Holders electing to have a Note purchased
pursuant to a Repurchase Offer shall be required to surrender
the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note duly completed, or
transfer by book-entry transfer, to AirGate, the Depositary,
or the Paying Agent at the address specified in the notice not
later than the close of business on the last day of the Offer
Period;
	 
	 	(f)	 	that Holders shall be entitled to withdraw their
election if AirGate, the Depositary or the Paying Agent, as
the case may be, receives, not later than the expiration of
the Offer Period, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have
such Note purchased;
	 
	 	(g)	 	that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Trustee
shall select the Notes to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the
Trustee so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and
	 
	 	(h)	 	that Holders whose Notes were purchased only in
part shall be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



          On or before 10:00 a.m. (New York City time) on each Purchase Date,
AirGate shall irrevocably deposit with the Trustee or Paying Agent (other than
AirGate or an Affiliate of AirGate) in immediately available funds the
aggregate purchase price equal to the Offer Amount, together with accrued and
unpaid interest, if any, thereon, to be held for payment in accordance with the
terms of this Section 3.9. On the Purchase Date, AirGate shall, to the extent
lawful, (i) accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the
Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may
be, to deliver to the Trustee Notes so accepted and (iii) deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by AirGate in accordance with the terms of this
Section 3.9. AirGate, the Depositary or the Paying Agent, as the case may be,
shall promptly (but in any case not later than three (3) Business Days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by AirGate
for purchase, plus any accrued and unpaid interest, if any, thereon, and
AirGate shall promptly issue a new Note, and the Trustee, at the written
request of AirGate, shall authenticate and mail or deliver at the




36






 





expense of AirGate such new Note, to such Holder, equal in principal
amount to any unpurchased portion of such Holder’s Notes surrendered. Any Note
not so accepted shall be promptly mailed or delivered by AirGate to the Holder
thereof. AirGate shall publicly announce in a newspaper of general circulation
or in a press release provided to a nationally recognized financial wire
service the results of the Repurchase Offer on the Purchase Date.


          Other than as specifically provided in this Section 3.9, any purchase
pursuant to this Section 3.9 shall be made pursuant to the provisions of
Sections 3.1 through 3.6 hereof.



ARTICLE IV



COVENANTS




	 	 	 	 	 
	 	 	
SECTION 4.1
	 	PAYMENT OF NOTES.



               (a) AirGate shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest, shall be considered paid for
all purposes hereunder on the date the Paying Agent, if other than AirGate or a
Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money
deposited by AirGate in immediately available funds and designated for and
sufficient to pay all such principal, premium, if any, and interest then due.



               (b) AirGate shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.




	 	 	 	 	 
	 	 	
SECTION 4.2
	 	MAINTENANCE OF OFFICE OR AGENCY.



          AirGate shall maintain in the Borough of Manhattan, the City of New York
an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee or Registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon AirGate in
respect of the Notes and this Indenture may be served. AirGate shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time AirGate shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.



          AirGate may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve
AirGate of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. AirGate shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.




37






 





          AirGate hereby designates the Corporate Trust Office of the Trustee as one
such office or agency of AirGate in accordance with Section 2.3 hereof.




	 	 	 	 	 
	 	 	
SECTION 4.3
	 	COMMISSION REPORTS.



          Whether or not required by the rules and regulations of the Commission, so
long as any Notes are outstanding, AirGate shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that is required to be
filed with the Commission on Forms 10-Q and 10-K to the extent AirGate does not
file such Forms with the Commission, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and, with respect to
the annual information only, a report thereon by AirGate’s certified
independent accountants and (ii) all current reports that are required to be
filed with the Commission on Form 8-K to the extent AirGate does not file such
reports with the Commission. In addition, whether or not required by the rules
and regulations of the Commission, AirGate shall file a copy of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) within the time periods that would
have been applicable had AirGate been subject to such rules and regulations and
make such information available to securities analysts and prospective
investors upon request. AirGate shall at all times comply with TIA § 314(a).



          To the extent AirGate does not publicly file such financial information
with the Commission, the financial information shall be filed with the Trustee
and mailed to the Holders at the expense of AirGate at their addresses
appearing in the register of Notes maintained by the Registrar, within 90 days
after the end of AirGate’s fiscal years and within 45 days after the end of
each of the first three quarters of each such fiscal year.



          AirGate shall provide the Trustee with a sufficient number of copies of
all reports and other documents and information and, if requested by AirGate,
the Trustee will deliver such reports to the Holders under this Section 4.3.




	 	 	 	 	 
	 	 	
SECTION 4.4
	 	COMPLIANCE CERTIFICATE.



          AirGate shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities
of AirGate and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining
whether each has kept, observed, performed and fulfilled its obligations under
this Indenture (including, with respect to any Restricted Payments made during
such year, the basis upon which the calculations required by Section 4.7 hereof
were computed, which calculations may be based on AirGate’s latest available
financial statements), and further stating, as to each such Officer signing
such certificate, that, to the best of his or her knowledge, each entity has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action AirGate is taking
or proposes to take with respect thereto) and that, to the best of his or her
knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of, premium, if any, or interest on the
Notes is prohibited or if such




38






 





event has occurred, a description of the event and what action AirGate is
taking or proposes to take with respect thereto.


          So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, in connection with the
year- end financial statements delivered pursuant to Section 4.3 hereof,
AirGate shall use its best efforts to deliver a written statement of AirGate’s
independent public accountants (who shall be a firm of established national
reputation) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that AirGate has violated any provisions of Article IV or Article V
hereof or, if any such violation has occurred, specifying the nature and period
of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation. In the event that such written statement of AirGate’s
independent public accountants cannot be obtained, AirGate shall deliver an
Officers’ Certificate certifying that it has used its best efforts to obtain
such statements and was unable to do so.



          AirGate shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action AirGate is taking or proposes to take with respect thereto.




	 	 	 	 	 
	 	 	
SECTION 4.5
	 	TAXES.



          AirGate shall pay, and shall cause each of its Subsidiaries to pay, prior
to delinquency all material taxes, assessments and governmental levies, except
such as are contested in good faith and by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.




	 	 	 	 	 
	 	 	
SECTION 4.6
	 	STAY, EXTENSION AND USURY LAWS.



          AirGate covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and AirGate and each of the Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.




	 	 	 	 	 
	 	 	
SECTION 4.7
	 	LIMITATION ON RESTRICTED PAYMENTS.



          AirGate shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly,




		
	 	     (1) declare or pay any dividend on, or make any distribution
to the holders of, any shares of its Equity Interests, other than
dividends or distributions payable solely in its Equity Interests,
other than Disqualified Stock, or in options,



39






 







		
	 	warrants or other rights to purchase any such Equity
Interests, other than Disqualified Stock;
	 
	 	     (2) purchase, redeem or otherwise acquire or retire for value,
other than value consisting solely of Equity Interests of AirGate
that is not Disqualified Stock or options, warrants or other rights
to acquire such Equity Interests that is not Disqualified Stock,
any Equity Interests of AirGate, including options, warrants or
other rights to acquire such Equity Interests;
	 
	 	     (3) redeem, repurchase, defease or otherwise acquire or retire
for value, other than value consisting solely of Equity Interests
of AirGate that is not Disqualified Stock or options, warrants or
other rights to acquire such Equity Interests that is not
Disqualified Stock, prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Indebtedness that
is subordinate, whether pursuant to its terms or by operation of
law, in right of payment to the Notes; or
	 
	 	     (4) make any Investment that is not a Permitted Investment;



(each of the foregoing actions set forth in clauses (1) through (4), other than
any such action that is a Permitted Investment, being referred to as a
“Restricted Payment”), unless, at the time thereof, after giving effect
thereto,


            (a) no Default or Event of Default shall have occurred and be continuing;



            (b) AirGate would, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to the first paragraph of Section 4.9
hereof; and



            (c) after giving effect to such Restricted Payment on a pro forma basis,
the aggregate amount of all Restricted Payments made on or after the Closing
Date shall not exceed:




		
	 	     (i) the amount of (x) the Operating Cash Flow of AirGate
after June 30, 2003 through the end of the latest full fiscal
quarter for which consolidated financial statements of
AirGate are available preceding the date of such Restricted
Payment, treated as a single accounting period, less (y) 150%
of the cumulative Consolidated Interest Expense of AirGate
after June 30, 2003 through the end of the latest full fiscal
quarter for which consolidated financial statements of
AirGate are available preceding the date of such Restricted
Payment treated as a single accounting period, plus
	 
	 	     (ii) the aggregate Net Proceeds, including the fair
market value of property other than cash, as determined:



40






 




		
	 	          (A) in the case of any property other than cash with a
value less than $25 million, by the Board of Directors, whose
good-faith determination shall be conclusive and as evidenced
by a Board Resolution, or
	 
	 	          (B) in the case of any property other than cash with a
value equal to or greater than $25 million, by an accounting,
appraisal or investment banking firm of national standing and
evidenced by a written opinion of such firm,
	 
	 	received by AirGate from the issuance and sale, other than to
a Restricted Subsidiary, on or after the Closing Date of
shares of its Equity Interests other than Disqualified Stock,
or any options, warrants or other rights to purchase such
Equity Interests, other than Disqualified Stock, plus
	 
	 	     (iii) the aggregate Net Proceeds, including the fair
market value of property other than cash, as determined:
	 
	 	          (A) in the case of any property other than cash with a
value less than $25 million, by the Board of Directors, whose
good-faith determination shall be conclusive and as evidenced
by a Board Resolution, or
	 
	 	          (B) in the case of any property other than cash with a
value equal to or greater than $25 million, by an accounting,
appraisal or investment banking firm of national standing and
evidenced by a written opinion of such firm,
	 
	 	received by AirGate from the issuance or sale, other than to
a Restricted Subsidiary, after the Closing Date of any Equity
Interests of AirGate, other than Disqualified Stock, or any
options, warrants or other rights to purchase such Equity
Interests, other than Disqualified Stock, upon the conversion
of, or exchange for, Indebtedness of AirGate or a Restricted
Subsidiary, plus
	 
	 	     (iv) the aggregate Net Proceeds received by AirGate or
any Restricted Subsidiary from the sale, disposition or
repayment, other than to AirGate or a Restricted Subsidiary,
of any Investment made after the Closing Date and
constituting a Restricted Payment in an amount equal to the
lesser of (x) the return of capital with respect to such
Investment and (y) the initial amount of such Investment
previously made (and treated as a Restricted Payment), in
either case, less the cost of disposition of such Investment.



          The foregoing limitations in this Section 4.7 do not limit or restrict the
making of any Permitted Investment, and a Permitted Investment shall not be
counted as a Restricted Payment for purposes of clause (c), except that a
Permitted Investment made pursuant to clause (g) of the definition of
“Permitted Investment” shall be counted as a Restricted Payment for the




41






 





purposes of clause (c). In addition, so long as no Default or Event of
Default shall have occurred and be continuing, the foregoing limitations do not
prevent AirGate from:



		
	 	     (1) the payment of a dividend on Equity Interests of AirGate
within 60 days after the declaration thereof if, on the date when
the dividend was declared, AirGate could have paid such dividend in
accordance with the provisions of this Indenture;
	 
	 	     (2) the repurchase of Equity Interests of AirGate, including
options, warrants or other rights to acquire such Equity Interests,
from former employees or directors of AirGate or any Subsidiary
thereof for consideration not to exceed $2.0 million in the
aggregate in any fiscal year; provided that any unused amount in
any 12 month period may be carried forward to one or more future
periods; provided, further, that the aggregate amount of all such
repurchases made pursuant to this clause (2) does not exceed $10.0
million in the aggregate;
	 
	 	     (3) the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness that is
subordinated in right of payment to the Notes, including premium,
if any, and accrued and unpaid interest, with the proceeds of, or
in exchange for:




		
	 	     (a) the proceeds of a capital contribution or a
substantially concurrent offering of, shares of Equity
Interests, other than Disqualified Stock, of AirGate or
options, warrants or other rights to acquire such Equity
Interests, or
	 
	 	     (b) Indebtedness that (i) is at least as subordinated in
right of payment to the Notes, including premium, if any, and
accrued and unpaid interest, as the Indebtedness being
purchased, and (ii) has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life
to Maturity of, the Indebtedness being repurchased, with
Restricted Payments pursuant to this clause not being counted
as Restricted Payments for purposes of clause (c) above;




		
	 	     (4) the repurchase, redemption or other acquisition of Equity
Interests of AirGate, or options, warrants or other rights to
acquire such Equity Interests, in exchange for, or out of the
proceeds of a capital contribution or a substantially concurrent
offering of, shares of common stock, other than Disqualified Stock,
of AirGate or options, warrants or other rights to acquire such
Equity Interests;
	 
	 	     (5) the repurchase, redemption, defeasance, acquisition or
retirement for value of Senior Subordinated Discount Notes using no
more than $25.0 million;
	 
	 	     (6) the payment of any dividend (or, in the case of any
partnership or limited liability company, any similar distribution)
by a Restricted Subsidiary of AirGate to the holders of its Equity
Interests on a pro rata basis; or



42






 







		
	 	     (7) other Restricted Payments not to exceed $5.0 million in
the aggregate at any time outstanding, with Restricted Payments
pursuant to this clause not being counted as Restricted Payments
for purposes of clause (c) above.



          Restricted Payments made pursuant to clause (1) of the immediately
preceding paragraph will be included in the calculation of subsequent
Restricted Payments. In addition, if any Person in which an Investment is
made, which Investment constitutes a Restricted Payment when made, thereafter
becomes a Restricted Subsidiary, all such Investments previously made in such
Person shall no longer be counted as Restricted Payments for purposes of
calculating the aggregate amount of Restricted Payments pursuant to clause (c)
of this Section 4.7 to the extent such Investments would otherwise be so
counted.



          For purposes of clauses (3) and (4) above, the net proceeds received by
AirGate from the issuance or sale of its Equity Interests either upon the
conversion of, or exchange for, Indebtedness of AirGate or any Restricted
Subsidiary shall be deemed to be an amount equal to (a) the sum of (1) the
principal amount or accreted value, whichever is less, of such Indebtedness on
the date of such conversion or exchange and (2) the additional cash
consideration, if any, received by AirGate upon such conversion or exchange,
less any payment on account of fractional shares, minus (b) all expenses
incurred in connection with such issuance or sale. In addition, for purposes
of clauses (3) and (4) above, the net proceeds received by AirGate from the
issuance or sale of its Equity Interests upon the exercise of any options or
warrants of AirGate or any Restricted Subsidiary shall be deemed to be an
amount equal to (a) the additional cash consideration, if any, received by
AirGate upon such exercise, minus (b) all expenses incurred in connection with
such issuance or sale.



          For purposes of this Section 4.7, if a particular Restricted Payment
involves a noncash payment, including a distribution of assets, then such
Restricted Payment shall be deemed to be an amount equal to the cash portion of
such Restricted Payment, if any, plus an amount equal to the fair market value
of the noncash portion of such Restricted Payment, as determined by the Board
of Directors, whose good-faith determination shall be conclusive and evidenced
by a Board Resolution.



          Not later than the date of making any Restricted Payment, AirGate shall
deliver to the Trustee an Officers’ Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.7 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture.



          The amount of any Investment outstanding at any time shall be deemed to be
equal to the amount of such Investment on the date made, less the return of
capital, repayment of loans and return on capital, including interest and
dividends, in each case, received in cash, up to the amount of such Investment
on the date made.




43






 






	 	 	 	 	 
	 	 	
SECTION 4.8
	 	LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.



          AirGate will not, and will not permit any of its Restricted Subsidiaries,
directly or indirectly, to create or permit to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary to:




		
	 	     (1) pay dividends or make any other distributions on its
Capital Stock to AirGate or any of AirGate’s Restricted
Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any
indebtedness owed to AirGate or any of its Restricted Subsidiaries;
	 
	 	     (2) make loans or advances to AirGate or any of AirGate’s
Restricted Subsidiaries; or
	 
	 	     (3) transfer any of its properties or assets to AirGate or any
of AirGate’s Restricted Subsidiaries.



       However, the preceding restrictions will not apply to encumbrances or
restrictions existing under, or by reason of:




		
	 	     (1) Existing Indebtedness or Credit Facilities as in effect on
the date of this Indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in such Existing
Indebtedness, as in effect on the date of this Indenture;
	 
	 	     (2) this Indenture, the Notes and the Security Documents;
	 
	 	     (3) applicable law;
	 
	 	     (4) any instrument governing Indebtedness or Capital Stock of
a Person acquired by AirGate or any of its Restricted Subsidiaries
as in effect at the time of such acquisition, except to the extent
such Indebtedness was incurred in connection with or in
contemplation of such acquisition, which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to
be incurred;
	 
	 	     (5) customary non-assignment provisions in leases entered into
in the ordinary course of business and consistent with past
practices;



44






 







		
	 	     (6) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions on the
property so acquired of the nature described in clause (3) of the
preceding paragraph of this Section 4.8;
	 
	 	     (7) any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by such
Restricted Subsidiary pending its sale or other disposition;
	 
	 	     (8) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive, taken as a whole,
than those contained in the agreements governing the Indebtedness
being refinanced;
	 
	 	     (9) Liens relating to Indebtedness otherwise permitted to be
incurred and secured pursuant to the provisions of Sections 4.9 and
4.12 hereof that limit the right of AirGate or any of its
Restricted Subsidiaries to dispose of the assets securing such
Indebtedness;
	 
	 	     (10) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements and
other similar agreements entered into in the ordinary course of
business; and
	 
	 	     (11) restrictions on cash or other deposits or net worth
imposed by customers or vendors under contracts entered into in the
ordinary course of business.




	 	 	 	 	 
	 	 	
SECTION 4.9
	 	LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.



          AirGate shall not, and shall not permit any Restricted Subsidiary to,
incur any Indebtedness, including Acquired Debt, other than Permitted Debt, and
AirGate shall not issue any Disqualified Stock unless immediately after giving
effect to the incurrence of such Indebtedness or the issuance of such
Disqualified Stock and the receipt and application of the net proceeds
therefrom, including, without limitation, the application or use of the net
proceeds therefrom to repay Indebtedness or make any Restricted Payment, the
Consolidated Debt to Operating Cash Flow Ratio would be (1) less than 7.0 to
1.0, if prior to September 30, 2005, (2) less than 6.0 to 1.0, if on or after
September 30, 2005 and (3) less than 5.0 to 1.0, if on or after September 30,
2006.



          So long as no Default or Event of Default shall have occurred and be
continuing or would be caused thereby, the first paragraph of this covenant
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”):




		
	 	     (1) the incurrence by AirGate and its Subsidiaries of Existing
Indebtedness;
	 
	 	     (2) the incurrence by AirGate and the Guarantors of
Indebtedness represented by the Notes and the Guarantees;



45






 







		
	 	     (3) the incurrence by AirGate and any Guarantor of
Indebtedness under Credit Facilities; provided that the aggregate
principal amount of all Indebtedness of AirGate and the Guarantors
outstanding under all Credit Facilities at any time outstanding,
after giving effect to such incurrence, does not exceed an amount
equal to $175.0 million less the aggregate amount of all Net
Proceeds of Asset Sales applied by AirGate or any of its
Subsidiaries since the date of this Indenture to permanently repay
Indebtedness under a Credit Facility pursuant to Section 4.10
hereof and shall be accompanied by a corresponding reduction in
commitment thereunder;
	 
	 	     (4) the incurrence by AirGate or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in
each case, incurred for the purpose of leasing or financing all or
any part of the purchase price or cost of construction or
improvement of inventory, property, plant or equipment used in the
business of AirGate or such Restricted Subsidiary, including
telephone and computer systems and operating facilities, in an
aggregate principal amount not to exceed $5.0 million at any time
outstanding and the aggregate principal amount of such Indebtedness
does not exceed the fair market value (on the date of incurrence
thereof) of the property so leased or financed;
	 
	 	     (5) the incurrence by AirGate or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance or
replace, Indebtedness, other than intercompany Indebtedness, that
was permitted by the first paragraph of this Section 4.9 or clause
(1), (2) or (12) of this paragraph;
	 
	 	     (6) the incurrence by AirGate or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among AirGate
and any of its Wholly Owned Restricted Subsidiaries that are
Guarantors; provided, however, that:



            (a) if AirGate or any Guarantor is the obligor on such Indebtedness, such
Indebtedness, other than intercompany Obligations owed by AirGate to AGW
Leasing Company, Inc. relating to tower leases or licenses and leases of real
property, must be expressly subordinated to the prior payment in full in cash
of all Obligations with respect to the Notes, in the case of AirGate, or the
Guarantee of such Guarantor, in the case of a Guarantor; and



            (b) (1) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than AirGate or a
Wholly Owned Restricted Subsidiary thereof and (2) any sale or other transfer
of any such Indebtedness to a Person that is not either AirGate or a Wholly
Owned Restricted Subsidiary thereof, shall be deemed, in each case, to
constitute an incurrence of such Indebtedness by AirGate or such Restricted
Subsidiary, as the case may be, that was not permitted by this clause (6);




		
	 	     (7) the incurrence by AirGate or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the
purpose of fixing or hedging interest



46






 




		
	 	rate risk with respect to any floating rate Indebtedness that
is permitted by the terms of this Indenture to be outstanding;
	 
	 	     (8) the guarantee by AirGate or any of the Guarantors of
Indebtedness of AirGate or a Restricted Subsidiary of AirGate that
was permitted to be incurred by another provision of this covenant;
	 
	 	     (9) incurrence by AirGate’s Unrestricted Subsidiaries of
Non-Recourse Debt; provided, however, that if any such Indebtedness
ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
event shall be deemed to constitute an incurrence of Indebtedness
by a Restricted Subsidiary of AirGate that was not permitted by
this clause (9);
	 
	 	     (10) the accrual of interest, accretion or amortization of
original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same
terms, and the payment of dividends on Disqualified Stock in the
form of additional shares of the same class of Disqualified Stock;
	 
	 	     (11) Indebtedness (A) in respect of performance, surety or
appeal bonds or bankers’ acceptances provided in the ordinary
course of business; and (B) arising from agreements providing for
providing for indemnification, adjustment of purchase price or
similar obligations, or from guarantees or letters of credit,
surety bonds or performance bonds securing any obligations of
AirGate or any Restricted Subsidiary pursuant to such agreements,
in any case incurred in connection with the disposition of any
business, assets or Restricted Subsidiary (other than guarantees of
Indebtedness incurred by a person acquiring all or any portion of
such business, assets or Restricted Subsidiary for the purpose of
financing such acquisition), in a principal amount not to exceed
the gross proceeds actually received by AirGate or any Restricted
Subsidiary in connection with such disposition;
	 
	 	     (12) the incurrence by AirGate or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal
amount, or accreted value, as applicable, at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to
refund, refinance or replace any Indebtedness incurred pursuant to
this clause (12), not to exceed $50.0 million; and
	 
	 	     (13) the incurrence by AirGate of any Indebtedness under the
promissory note executed by AirGate pursuant to Section 6(d)(ii) of
the Consent and Agreement, dated August 16, 1999, among Lucent
Technologies Inc., Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P. and WirelessCo, L.P. and acknowledged
by AirGate and AirGate’s stockholders.



          In the event of the incurrence by AirGate or any Guarantor of any
Indebtedness under any Credit Facilities other than the Credit Agreement as in
effect on the date hereof which would constitute Senior Debt hereunder, Airgate
shall deliver to the Trustee an Officers’ Certificate demonstrating that the
Indebtedness in respect of such Credit Facilities is permitted to



47






 


be incurred under clause (3) of Section 4.9 hereof, together with a copy
of the principal documents that will evidence or govern such Indebtedness.


          For purposes of determining compliance with this Section 4.9, in the event
that an item of proposed Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (1) through (13) above,
or is entitled to be incurred pursuant to the first paragraph of this Section
4.9, AirGate will be permitted to classify such item of Indebtedness on the
date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.9.




	 	 	 	 	 
	 	 	
SECTION 4.10
	 	ASSET SALES.



       AirGate, will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:




		
	 	     (1) AirGate, or the Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets or Equity Interests
issued or sold or otherwise disposed of;
	 
	 	     (2) such fair market value is determined by AirGate’s Board of
Directors and, if such fair market value exceeds $5.0 million, is
evidenced by a resolution of the Board of Directors set forth in an
Officers’ Certificate delivered to the Trustee;
	 
	 	     (3) at least 75% of the consideration therefor received by
AirGate or such Restricted Subsidiary is in the form of cash or
Cash Equivalents. For purposes of this provision, each of the
following shall be deemed to be cash:




		
	 	     (a) any liabilities, as shown on AirGate’s or such
Restricted Subsidiary’s most recent balance sheet, of AirGate
or any Restricted Subsidiary, other than contingent
liabilities and liabilities that are by their terms
subordinated to the Notes or any Guarantee, that are assumed
by the transferee of any such assets pursuant to a customary
novation agreement that releases AirGate or such Restricted
Subsidiary from further liability; and
	 
	 	     (b) any securities, Notes or other obligations received
by AirGate or any such Restricted Subsidiary from such
transferee that are contemporaneously, subject to ordinary
settlement periods, converted by AirGate or such Restricted
Subsidiary into cash, to the extent of the cash received in
that conversion; and




		
	 	     (4) if such Asset Sale involves the transfer of Collateral,
(a) such Asset Sale complies with the applicable provisions of the
Security Documents and (b) all consideration (other than cash)
received in such Asset Sale shall be expressly made subject to the
Lien under the Security Documents, which Lien shall be junior in
priority to a similar Lien granted to secure Senior Debt.



48






 


      Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
AirGate may apply such Net Proceeds at its option:




		
	 	     (1) to repay Senior Debt;
	 
	 	     (2) to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, another Permitted Business which
becomes part of, or which is or becomes, a Restricted Subsidiary;
	 
	 	     (3) to make a capital expenditure in assets that are used or
useful in a Permitted Business; or
	 
	 	     (4) to acquire other long-term assets that are used or useful
in a Permitted Business.



Pending the final application of any such Net Proceeds, AirGate may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.


          Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute “Excess Proceeds.” When
the aggregate amount of Excess Proceeds exceeds $10.0 million (an “Excess
Proceeds Triggering Event”), AirGate will make an Asset Sale Offer. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount,
plus accrued and unpaid interest, if any, to the date of purchase and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, AirGate may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and such
other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.



          AirGate will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the Asset Sale provisions of this
Indenture, AirGate will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Asset Sale provisions of this Indenture by virtue of such conflict.




	 	 	 	 	 
	 	 	
SECTION 4.11
	 	LIMITATION ON TRANSACTIONS WITH AFFILIATES.



          AirGate will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an “Affiliate Transaction”), unless:




49









 




		
	 	     (1) such Affiliate Transaction is on terms that are no less
favorable to AirGate or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by
AirGate or such Restricted Subsidiary with an unrelated Person; and




		
	 	     (2) AirGate delivers to the Trustee:




		
	 	     (a) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate
consideration in excess of $1.0 million, a resolution of the
Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this
covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the
Board of Directors; provided, however, AirGate need not
deliver such Officers’ Certificate to the Trustee with
respect to any Affiliate Transaction or series of related
Affiliate Transactions that involve (i) aggregate
consideration not in excess of $5.0 million and (ii) an
Affiliate that (x) engages in a related telecommunication
services business, (y) bids on, owns or leases spectrum or
(z) provides management, billing or customer care services;
and




		
	 	     (b) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to
the fairness to the Holders of such Affiliate Transaction
from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing.



          The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:




		
	 	     (1) any employment agreement, including payments made
thereunder in securities or cash, entered into by AirGate or any of
its Restricted Subsidiaries in the ordinary course of business of
AirGate or such Restricted Subsidiary;
	 
	 	     (2) transactions between or among AirGate and/or its
Restricted Subsidiaries;
	 
	 	     (3) payment of reasonable directors’ fees, expenses and
indemnification (whether such payment is made pursuant to AirGate’s
charter or by-laws or a written agreement with any director or
officer);
	 
	 	     (4) Restricted Payments that are permitted by Section 4.7; and
	 
	 	     (5) sales of Equity Interests, other than Disqualified Stock,
and the grant of registration rights with respect thereto, to
Affiliates of AirGate.



50






 






     SECTION 4.12     LIMITATION ON LIENS.


          AirGate will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur any Lien of any kind, other than Permitted Liens,
on or with respect to any property or assets now owned or hereafter acquired or
any interest therein or any income or profits therefrom.



     SECTION 4.13     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.


          AirGate will not, and will not permit any of its Restricted Subsidiaries
to, enter into any Sale and Leaseback Transaction; provided that AirGate or any
Restricted Subsidiary of AirGate that is a Guarantor may enter into a Sale and
Leaseback Transaction if:




		
	 	     (1) AirGate or that Guarantor, as applicable, could have (a)
incurred Indebtedness in an amount equal to the Attributable Debt
relating to such Sale and Leaseback Transaction under the first
paragraph of Section 4.9 hereof and (b) incurred a Lien to secure
such Indebtedness pursuant to Section 4.12 hereto;
	 
	 	     (2) the gross cash proceeds of that Sale and Leaseback
Transaction are at least equal to the fair market value of the
property that is the subject of such Sale and Leaseback
Transaction, as determined in good faith by the Board of Directors
and, if the aggregate consideration received in the Sale and
Leaseback Transaction exceeds $1.0 million, is set forth in an
Officers’ Certificate delivered to the Trustee; and
	 
	 	     (3) the transfer of assets in that Sale and Leaseback
Transaction is permitted by, and AirGate applies the proceeds of
such transaction in compliance with, Section 4.10 hereof.



     SECTION 4.14     OFFER TO PURCHASE UPON CHANGE OF CONTROL.


          Upon the occurrence of a Change of Control, each Holder will have the
right to require AirGate to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of purchase (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date) (the “Change of Control Payment”). Within 30
days following any Change of Control, AirGate will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on the date specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”), pursuant to
the procedures required by Section 3.9 hereof and described in such notice.
AirGate shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control.




51






 





          On the Change of Control Payment Date, AirGate shall, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (c) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
AirGate. The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. AirGate will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.



          Prior to complying with any of the provisions of this Section 4.14, but in
any event within 90 days following a Change of Control, AirGate will either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.14. AirGate will publicly announce the
results of the Change of Control offer on or as soon as practicable after the
Change of Control Payment Date.



          The Change of Control provisions described above will be applicable
whether or not any other provisions of this Indenture are applicable. Except
as described above with respect to a Change of Control, this Indenture does not
contain provisions that permit the Holders to require that AirGate repurchase
or redeem the Notes in the event of a takeover, recapitalization or similar
transaction.



          AirGate shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth herein applicable to a Change of Control Offer made by AirGate and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.



          To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control provisions of this Indenture, AirGate will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Change of Control provisions
of this Indenture by virtue of such conflict.



     SECTION 4.15     CORPORATE EXISTENCE.


          Subject to Section 4.14 and Article V hereof, as the case may be, AirGate
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or
other existence of each of its Subsidiaries in accordance with the respective
organizational documents (as the same may be amended from time to time) of
AirGate or any such Subsidiary and the rights (charter and statutory), licenses
and franchises of AirGate and its Subsidiaries; provided that AirGate shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of




52






 





any of its Subsidiaries, if the Board of Directors of AirGate shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of AirGate and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.



		
	     SECTION 4.16	LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN
WHOLLY OWNED RESTRICTED SUBSIDIARIES.





          AirGate will not, and will not permit any of its Restricted Subsidiaries
to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests
in any Wholly Owned Restricted Subsidiary of AirGate to any Person, other than
AirGate or a Wholly Owned Restricted Subsidiary of AirGate, unless:




		
	 	     (1) such transfer, conveyance, sale, lease or other
disposition is of all the Equity Interests in such Wholly Owned
Restricted Subsidiary; and




		
	 	     (2) such transfer, conveyance, sale, lease or other
disposition is effected in accordance with Section 4.10.



          In addition, AirGate will not permit any Wholly Owned Restricted
Subsidiary of AirGate to issue any of its Equity Interests, other than, if
necessary, shares of its Capital Stock constituting directors’ qualifying
shares, to any Person other than to AirGate or a Wholly Owned Restricted
Subsidiary of AirGate.



     SECTION 4.17     BUSINESS ACTIVITIES.


          AirGate shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses.



     SECTION 4.18     PAYMENT FOR CONSENTS.


          AirGate will not, and will not permit any of its Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any Holder for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders that consent,
waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.



     SECTION 4.19     LIMITATION ON SENIOR SUBORDINATED DEBT.


          Neither AirGate nor the Guarantors will incur any Indebtedness that
pursuant to its terms is subordinate or junior in right of payment to any
Senior Debt or any Permitted Debt described in clause (4) of the second
paragraph of Section 4.9 and senior in any respect in right of payment to the
Notes or the Guarantees; provided that the foregoing limitation shall not apply
to distinctions between categories of Senior Debt of AirGate or a Guarantor
that exist by reason of any Liens or guarantees arising or created in respect
of some but not all such Senior Debt.




53






 





     SECTION 4.20     ADDITIONAL GUARANTEES.


          If AirGate or any of its Restricted Subsidiaries acquires or creates
another Restricted Subsidiary after the date of this Indenture, then that newly
acquired or created Restricted Subsidiary must become a Guarantor and (i)
execute a supplemental indenture satisfactory to the Trustee making such
Restricted Subsidiary a party to this Indenture, (ii) execute an endorsement of
Guarantee substantially in the form of Exhibit B attached hereto, (iii) deliver
an Opinion of Counsel to the Trustee and (iv) become a party to the
Second-Priority Security Documents, in each case within 10 Business Days of the
date on which it was acquired or created.



     SECTION 4.21     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.


          The Board of Directors may designate any Restricted Subsidiary as an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, all
outstanding Investments owned by AirGate and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of such designation and will reduce the amount available for Restricted
Payments under paragraph (c) of Section 4.7 or Permitted Investments, as
applicable. All such outstanding Investments will be valued at their fair
market value at the time of such designation. That designation will only be
permitted if such Restricted Payment would be permitted at that time and if
such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.



     SECTION 4.22     FURTHER INSTRUMENTS AND ACTS.


          Upon request by the Trustee, AirGate shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.



ARTICLE V



SUCCESSORS



     SECTION 5.1     MERGER, CONSOLIDATION OR SALE OF ASSETS.


          AirGate shall not, in any transaction or series of related transactions,
merge or consolidate with or into, or sell, assign, convey, transfer or
otherwise dispose of its properties and assets substantially as an entirety to,
any Person, and shall not permit any of its Restricted Subsidiaries to enter
into any such transaction or series of transactions if such transaction or
series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer or other disposition of the properties and assets of
AirGate and its Restricted Subsidiaries, taken as a whole, substantially as an
entirety to any Person, unless, at the time and after giving effect thereto:




54






 






		
	 	     (1) either: (A) if the transaction or series of transactions
is a consolidation of AirGate with or a merger of AirGate with or
into any other Person, AirGate shall be the surviving Person of
such merger or consolidation, or (B) the Person formed by any
consolidation with or merger with or into AirGate, or to which the
properties and assets of AirGate or AirGate and its Restricted
Subsidiaries, taken as a whole, as the case may be, substantially
as an entirety are sold, assigned, conveyed or otherwise
transferred (any such surviving Person or transferee Person
referred to in this clause (B) being the “Surviving Entity”), shall
be a corporation, partnership, limited liability company or trust
organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall
expressly assume by a supplemental indenture executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the
obligations of AirGate under the Notes and this Indenture and, in
each case, this Indenture, as so supplemented, shall remain in full
force and effect;
	 
	 	     (2) immediately before and immediately after giving effect to
such transaction or series of transactions on a pro forma basis
including any Indebtedness incurred or anticipated to be incurred
in connection with or in respect of such transaction or series of
transactions, no Default or Event of Default shall have occurred
and be continuing; and
	 
	 	     (3) AirGate or the Surviving Entity will, at the time of such
transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable period,
(A) have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of AirGate
immediately preceding the transaction and (B) be permitted to Incur
at least $1.00 of additional Indebtedness pursuant to the first
paragraph of Section 4.9 hereof; provided, however, that the
foregoing requirements shall not apply to any transaction or series
of transactions involving the sale, assignment, conveyance,
transfer or other disposition of the properties and assets by any
Restricted Subsidiary or AirGate to any other Restricted Subsidiary
or AirGate, or the merger or consolidation of any Restricted
Subsidiary with or into any other Restricted Subsidiary or AirGate.



          AirGate may not, directly or indirectly, lease all or substantially all of
its properties or assets, in one or more related transactions, to any other
Person.



          In connection with any consolidation, merger, sale, assignment,
conveyance, transfer or other disposition contemplated by this Section 5.1,
AirGate shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate,
which shall set forth the manner of determination of AirGate’s compliance with
clause (3) of this Section 5.1 stating that such consolidation, merger, sale,
assignment, conveyance, transfer, or other disposition and the supplemental
indenture in respect thereof, required under clause (1)(B) of the preceding
paragraph, comply with the requirements of this Indenture and an Opinion of
Counsel.




55






 





          For all purposes of this Indenture and the Notes, including the provisions
described in the two immediately preceding paragraphs and Sections 4.9 and 4.21
hereof, Subsidiaries of any Surviving Entity will, upon such transaction or
series of transactions, become Restricted Subsidiaries or Unrestricted
Subsidiaries as provided pursuant to Section 4.21 hereof and all Indebtedness
of the Surviving Entity and its Subsidiaries that was not Indebtedness of
AirGate and its Subsidiaries immediately prior to such transaction or series of
transactions shall be deemed to have been incurred upon such transaction or
series of transactions.



          The Surviving Entity shall succeed to, and be substituted for, and may
exercise every right and power of AirGate under this Indenture, and the
predecessor company shall be released from all its obligations and covenants
under this Indenture and the Notes.



     SECTION 5.2     SUCCESSOR CORPORATION SUBSTITUTED.


          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
assets of AirGate in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into or with which AirGate is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the successor corporation and not to AirGate), and shall
exercise every right and power of AirGate under this Indenture with the same
effect as if such successor Person had been named as AirGate herein.



ARTICLE VI



DEFAULTS AND REMEDIES



     SECTION 6.1     EVENTS OF DEFAULT


          Each of the following constitutes an “Event of Default”:




		
	 	     (i) default for 30 days in the payment when due of
interest on the Notes, whether or not prohibited by Article
XII hereof;
	 
	 	     (ii) default in payment when due of principal of or
premium, if any, on the Notes, whether or not prohibited by
Article XII hereof;
	 
	 	     (iii) failure by AirGate or any of its Restricted
Subsidiaries to comply with the provisions described under
Sections 4.10 and 4.14 hereof;
	 
	 	     (iv) failure by AirGate or any of its Restricted
Subsidiaries for 60 days after notice from the Trustee or the
Holders of at least 25% in principal amount of the Notes then
outstanding to comply with the provisions of any other
agreement in this Indenture;
	 
	 	     (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by
AirGate or any of its Restricted Subsidiaries (or the payment
of which is guaranteed by AirGate or any of



56






 







		
	 	its Restricted Subsidiaries) whether such Indebtedness
or guarantee now exists, or is created after the date hereof,
which default:




		
	 	     (a) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior
to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”) or
	 
	 	     (b) results in the acceleration of such
Indebtedness prior to its express maturity,




		
	 	and in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated,
aggregates $10.0 million or more;
	 
	 	     (vi) failure by AirGate or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of
$10.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days;
	 
	 	     (vii) any Second-Priority Security Document or the
Intercreditor Agreement is held to be unenforceable or
invalid for any reason, the security interests purported to
be created by the Second-Priority Security Documents are held
to be unenforceable, invalid or impaired with respect to a
material portion of the Collateral, AirGate or any Guarantor
defaults in the performance of the terms of any of the
Second-Priority Security Documents or the Intercreditor
Agreement in a manner which adversely affects the
enforceability or validity of the security interest on a
material portion of the Collateral or in a manner which
adversely affects the condition or value of a material
portion of the Collateral, or AirGate or any Guarantor
repudiates or disaffirms any of its obligations under any of
the Second-Priority Security Documents or the Intercreditor
Agreement;
	 
	 	     (viii) except as permitted by this Indenture, any
Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm
its obligations under its Guarantee;
	 
	 	     (ix) AirGate, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, pursuant to or within the meaning of
any Bankruptcy Law:




		
	 	     (a) commences a voluntary case,
	 
	 	     (b) consents to the entry of an order for relief
against it in an involuntary case,



57






 







		
	 	     (c) consents to the appointment of a Custodian of
it or for all or substantially all of its property,
	 
	 	     (d) makes a general assignment for the benefit of
its creditors, or
	 
	 	     (e) generally is not paying its debts as they
become due;




		
	 	     (x) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:




		
	 	     (a) is for relief against AirGate or any of its
Restricted Subsidiaries in an involuntary case;
	 
	 	     (b) appoints a Custodian of AirGate or any of its
Restricted Subsidiaries or for all or substantially all
of the property of the Company or any of its Restricted
Subsidiaries; or
	 
	 	     (c) orders the liquidation of AirGate or any of
its Restricted Subsidiaries and the order or decree
remains unstayed and in effect for 60 consecutive days;
or




		
	 	     (xi) any event occurs that causes, subject to any
applicable grace period, an Event of Termination under any of
the Sprint Agreements.



          The term “Custodian” means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.



     SECTION 6.2     ACCELERATION.


          If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon such
declaration, the principal of, premium, if any, and accrued and unpaid interest
on the Notes shall be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default as described in clause (ix) or
(x) of Section 6.1 hereof, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce this Indenture or
the Notes except as provided in this Indenture.



          In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of AirGate with the
intention of avoiding payment of the premium that AirGate would have had to pay
if AirGate then had elected to redeem the Notes pursuant to Section 3.7 hereof,
an equivalent premium shall also become and be immediately due and payable to
the extent permitted by law upon the acceleration of the Notes. If an Event of
Default occurs prior to January 1, 2006 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of AirGate with the intention of
avoiding the




58






 





prohibition on redemption of the Notes prior to January 1, 2006, then the
amount payable in respect of such Notes for purposes of this paragraph shall be
equal to 109.375% of the aggregate principal amount.


     SECTION 6.3     OTHER REMEDIES.


          If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any,
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.



          Pursuant to Section 4.4, AirGate is required to deliver to the Trustee
annually a statement regarding compliance with this Indenture, and AirGate is
required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.



     SECTION 6.4     WAIVER OF PAST DEFAULTS.


          The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
this Indenture except a continuing Default or Event of Default in the payment
of interest on, or the principal of, the Notes (other than as a result of an
acceleration), which shall require the consent of all of the Holders of the
Notes then outstanding.



     SECTION 6.5     CONTROL BY MAJORITY.


          The Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust power conferred on it. However, (i) the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders or that may
involve the Trustee in personal liability, and (ii) the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction. In case an Event of Default shall occur (which shall not be cured),
the Trustee will be required, in the exercise of its power, to use the degree
of care of a prudent man in the conduct of his own affairs. Notwithstanding
any provision to the contrary in this Indenture, the Trustee is under no
obligation to exercise any of its rights or powers under this Indenture at the
request of any Holder, unless such Holder shall offer to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.



     SECTION 6.6     LIMITATION ON SUITS.


          A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:




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               (a) the Holder gives to the Trustee written notice of a continuing Event
of Default or the Trustee receives such notice from AirGate;



               (b) the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;



               (c) such Holder or Holders offer and, if requested, provide to the Trustee
indemnity or security reasonably satisfactory to the Trustee against any loss,
liability or expense;



               (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of such
indemnity or security; and



               (e) during such 60-day period the Holders of a majority in aggregate
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.



          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.



     SECTION 6.7     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.


          Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal, premium, if any, and interest on or
after the respective due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.



     SECTION 6.8     COLLECTION SUIT BY TRUSTEE.


          If an Event of Default specified in Section 6.1(i) or (ii) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against AirGate for the whole amount of
principal of, premium and interest remaining unpaid on the Notes and interest
on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.



     SECTION 6.9     TRUSTEE MAY FILE PROOFS OF CLAIM.


          The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to AirGate (or any other
obligor upon the Notes), its creditors or its property and shall be entitled
and empowered to collect, receive and distribute any money or other securities
or property payable or deliverable upon the conversion or exchange of the Notes
or on any such claims and




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any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.7 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.


     SECTION 6.10     PRIORITIES.


          If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:



          First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7 hereof, including payment of all reasonable compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;



          Second: to holders of Senior Debt for amounts due;



          Third: to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and interest ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and interest respectively;



          Fourth: without duplication, to the Holders for any other Obligations
owing to the Holders under this Indenture and the Notes; and



          Fifth: to AirGate or to such party as a court of competent jurisdiction
shall direct.



          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.



     SECTION 6.11     UNDERTAKING FOR COSTS.


          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a




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suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or
a suit by Holders of more than 10% in principal amount of the then outstanding
Notes.


ARTICLE VII



TRUSTEE



     SECTION 7.1 DUTIES OF TRUSTEE.


               (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.



               (b) Except during the continuance of an Event of Default:




		
	 	     (i) the duties of the Trustee shall be determined solely
by the express provisions of this Indenture or the TIA and
the Trustee need perform only those duties that are
specifically set forth in this Indenture or the TIA and no
others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and
	 
	 	     (ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture
(but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).
However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the
requirements of this Indenture.



               (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:




		
	 	     (i) this paragraph does not limit the effect of
paragraph (b) of this Section 7.1;




		
	 	     (ii) the Trustee shall not be liable for any error of
judgment made in good faith by an officer of the Trustee,
unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and




		
	 	     (iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to
Section 6.5 hereof.



               (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.1.




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               (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.



               (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with AirGate. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.



     SECTION 7.2 RIGHTS OF TRUSTEE.


               (a) The Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting on any document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document.



               (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel. Prior to taking, suffering
or admitting any action, the Trustee may consult with counsel of the Trustee’s
own choosing and the Trustee shall be fully protected from liability in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
conclusive reliance on the advice or opinion of such counsel.



               (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.



               (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture. Any request or direction of
AirGate mentioned herein shall be sufficiently evidenced by an Officers’
Certificate and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution. Whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, conclusively rely upon an Officers’
Certificate.



               (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from AirGate or a Guarantor shall be sufficient if
signed by an Officer of AirGate or such Guarantor.



               (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.




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               (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or documents, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine
during normal business hours the books, records and premises of AirGate,
personally or by agent or attorney at the sole cost of AirGate and shall incur
no liability or additional liability of any kind by reason of such inquiry or
investigation.



               (h) The rights, privileges, protections and benefits given to the Trustee,
including, without limitation, its rights to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and to each agent, custodian and other Persons employed to act hereunder.



               (i) The Trustee may request that AirGate deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.



     SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.


          The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with AirGate or any Affiliate of
AirGate with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.



     SECTION 7.4 TRUSTEE’S DISCLAIMER.


          The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for AirGate’s use of the proceeds from the Notes or any money paid
to AirGate or upon AirGate’s direction under any provision of this Indenture,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for
any statement or recital herein or any statement in the Notes, any statement or
recital on any Officers’ Certificate delivered to the Trustee under Article IV
or Sections 8.4 or 10.4 hereof, or any other document in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of
authentication.



     SECTION 7.5 NOTICE OF DEFAULTS.


          If a Default or Event of Default occurs and is continuing and if it is
known to an officer of the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after it occurs. Except in
the case of a Default or Event of Default in payment of principal of, premium,
if any, or interest on any Note, the Trustee may withhold the




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notice if and so long as the Trustee in good faith determines that
withholding the notice is in the interests of the Holders.


     SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.


          Within 60 days after each [May 15] beginning with the [May 15] following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders a brief report dated as of such reporting
date that complies with TIA § 313(a) (but if no event described in TIA § 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA § 313(b). The
Trustee shall also transmit by mail all reports as required by TIA § 313(c).



          A copy of each report at the time of its mailing to the Holders shall be
mailed to AirGate and filed with the Commission and each stock exchange on
which AirGate has informed the Trustee in writing the Notes are listed in
accordance with TIA § 313(d). AirGate shall promptly notify the Trustee when
the Notes are listed on any stock exchange and of any delisting thereof.



     SECTION 7.7 COMPENSATION AND INDEMNITY.


          AirGate shall pay to the Trustee from time to time reasonable compensation
for its acceptance of this Indenture and services hereunder. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust. AirGate shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.



          AirGate shall indemnify the Trustee (which for purposes of this Section
7.7 shall include its officers, directors, employees and agents) against any
and all claims, damage, losses, liabilities or expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against AirGate (including this Section 7.7) and defending itself
against any claim (whether asserted by AirGate or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder except to the extent any such loss, claim,
damage, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify AirGate promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify AirGate shall not relieve
AirGate of its obligations hereunder. AirGate shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and AirGate shall pay the reasonable fees and expenses of such counsel.
AirGate need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.



          The obligations of AirGate under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.



          To secure AirGate’s payment obligations in this Section 7.7, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except




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that held in trust to pay principal or interest, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture and the resignation or removal of the Trustee.


          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1 (ix), (x) or (xi) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.



          The Trustee shall comply with the provisions of TIA § 313(b)(2) to the
extent applicable.



     SECTION 7.8 REPLACEMENT OF TRUSTEE.


          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.8.



          The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying AirGate. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and AirGate in writing. AirGate may remove the Trustee
if:



               (a) the Trustee fails to comply with Section 7.10 hereof;



               (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;



               (c) a Custodian or public officer takes charge of the Trustee or its
property; or



               (d) the Trustee becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, AirGate shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by AirGate.



          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, AirGate, or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.



          If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10 hereof, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.




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          A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to AirGate. Thereupon, the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and the duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to the Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, provided that all sums owing to the Trustee hereunder
have been paid and subject to the Lien provided for in Section 7.7 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
AirGate’s obligations under Section 7.7 hereof shall continue for the benefit
of the retiring Trustee.



     SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC.


          If the Trustee or any Agent consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee or any Agent, as applicable.



     SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.


          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or
state authorities. The Trustee and its direct parent shall at all times have a
combined capital surplus of at least $50.0 million as set forth in its most
recent annual report of condition.



          This Indenture shall always have a Trustee who satisfies the requirements
of TIA §§ 310(a)(l), (2) and (5). The Trustee is subject to TIA § 310(b)
including the provision in § 310(b)(1); provided that there shall be excluded
from the operation of TIA § 310(b)(1) any indenture or indentures under which
other securities, or conflicts of interest or participation in other
securities, of AirGate or the Guarantors are outstanding if the requirements
for exclusion set forth in TIA § 310(b)(1) are met.



     SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST AIRGATE.


          The Trustee is subject to TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein.



     SECTION 7.12 TRUSTEE’S APPLICATION FOR INSTRUCTIONS FROM AIRGATE.


          Any application by the Trustee for written instructions from AirGate may,
at the option of the Trustee, set forth in writing any action proposed to be
taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than five
Business Days after the date




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any officer of AirGate actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.


     SECTION 7.13 LIMITATION OF LIABILITY.


          It is understood by the parties hereto other than the The Bank of New York
(the “Bank”) that the sole recourse of the parties hereto other than the Bank
in respect of the obligations of the Trust hereunder and under the other
documents contemplated thereby and related thereto to which it is a party shall
be to the parties hereto other than the Bank. In addition, the Bank is
entering into this Indenture and the other documents contemplated thereby and
related thereto to which it is a party solely in its capacity as trustee under
the Indenture and not in its individual capacity (except as expressly stated
herein) and in no case shall the Bank (or any Person acting as successor
trustee under the Indenture) be personally liable for or on account of any of
the statements, representations, warranties, covenants or obligations stated to
be those of AirGate hereunder or thereunder, all such liability, if any, being
expressly waived by the parties hereto and any person claiming by, through or
under such party, provided, however, that the Bank (or any such successor
trustee) shall be personally liable hereunder and thereunder for its own
negligence or willful misconduct or for its material breach of its covenants,
representations and warranties contained herein or therein, to the extent
expressly covenanted or made in its individual capacity. In no event shall
the Trustee, in its capacity as Paying Agent, Registrar or in any other
capacity hereunder, be liable under or in connection with this Indenture for
indirect, special, incidental, punitive or consequential losses or damages of
any kind whatsoever, including but not limited to lost profits, whether or not
foreseeable, even if the Trustee has been advised of the possibility thereof
and regardless of the form of action in which such damages are sought. The
provisions of this Section shall survive the termination of the Indenture and
the resignation or removal of the Trustee.



ARTICLE VIII



LEGAL DEFEASANCE AND COVENANT DEFEASANCE



     SECTION 8.1 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


          AirGate may, at the option of its Boards of Directors evidenced by a Board
Resolution set forth in an Officers’ Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.



     SECTION 8.2 LEGAL DEFEASANCE AND DISCHARGE.


          Upon AirGate’s exercise under Section 8.1 hereof of the option applicable
to this Section 8.2, AirGate shall, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, be deemed to have been discharged
from its obligations with respect to all outstanding




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Notes on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means
that AirGate shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all of its other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of AirGate, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, premium, if any, and interest, if any, on such Notes when such
payments are due from the trust referred to in Section 8.4(a); (b) AirGate’s
obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6,
2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and
immunities of the Trustee, including without limitation thereunder, under
Section 7.7, 8.5 and 8.7 hereof and AirGate’s obligations in connection
therewith and (d) the provisions of this Article VIII. Subject to compliance
with this Article VIII, AirGate may exercise its option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3 hereof.


     SECTION 8.3 COVENANT DEFEASANCE.


          Upon AirGate’s exercise under Section 8.1 hereof of the option applicable
to this Section 8.3, AirGate shall, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, be released from its obligations
under the covenants contained in Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 5.1 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
AirGate or any of its Subsidiaries may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.1
hereof, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon AirGate’s exercise
under Section 8.1 hereof of the option applicable to this Section 8.3, subject
to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections
6.1(iii) and (iv) hereof shall not constitute Events of Default.



     SECTION 8.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.


          The following shall be the conditions to the application of either Section
8.2 or 8.3 hereof to the outstanding Notes:



          In order to exercise either Legal Defeasance or Covenant Defeasance:




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               (a) AirGate must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as shall be sufficient,
in the written opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and interest on the outstanding
Notes on the stated maturity or on the applicable redemption date, as the case
may be, and AirGate must specify whether the Notes are being defeased to
maturity or to a particular redemption date;



               (b) in the case of an election under Section 8.2 hereof, AirGate shall
also have delivered to the Trustee an Opinion of Counsel confirming that (A)
AirGate has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date hereof, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion of counsel shall confirm that, the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;



               (c) in the case of an election under Section 8.3 hereof, AirGate shall
also have delivered to the Trustee an Opinion of Counsel in the United States
to the effect that the Holders of the outstanding Notes shall not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and shall be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred;



               (d) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as Events
of Default from bankruptcy or insolvency events are concerned, at any time in
the period ending on the 91st day after the date of deposit;



               (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under this Indenture or any
other material agreement or instrument to which AirGate or any of its
Subsidiaries is a party or by which AirGate or any of its Subsidiaries is
bound;



               (f) AirGate shall have delivered to the Trustee an Opinion of Counsel to
the effect that after the 91st day following the deposit, the trust funds shall
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally;



               (g) AirGate shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by AirGate with the intent of preferring
the Holders over the other creditors of AirGate or with the intent of
defeating, hindering, delaying or defrauding creditors of AirGate or others;
and




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               (h) AirGate shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for relating to the Legal Defeasance or the Covenant Defeasance have been
complied with as contemplated by this Section 8.4.






	SECTION 8.5	 	DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.



          Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5, the
“Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust, shall not be invested, and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including AirGate or any
Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.



          AirGate shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.



          Anything in this Article VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to AirGate from time to time upon the written request of
AirGate and be relieved of all liability with respect to any money or
non-callable Government Securities held by it as provided in Section 8.4 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.



     SECTION 8.6 REPAYMENT TO AIRGATE.


          Any money deposited with the Trustee or any Paying Agent, or then held by
AirGate, in trust for the payment of the principal of, premium, if any, or
interest, if any, on any Note and remaining unclaimed for one year after such
principal, and premium, if any, or interest has become due and payable shall be
paid to AirGate on its written request or (if then held by AirGate) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to AirGate for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of AirGate as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of AirGate cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be




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less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to AirGate.


     SECTION 8.7 REINSTATEMENT.


          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of AirGate under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if AirGate makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, AirGate shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.



ARTICLE IX



AMENDMENT, SUPPLEMENT AND WAIVER



     SECTION 9.1 WITHOUT CONSENT OF HOLDERS OF THE NOTES.


          Notwithstanding Section 9.2 of this Indenture, without the consent of any
Holder, AirGate, the Guarantors and the Trustee (and if applicable, the
Collateral Agent) may amend or supplement this Indenture, the Notes, the
Intercreditor Agreement or any Second-Priority Security Document:



               (a) to cure any ambiguity, defect or inconsistency;



               (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;



               (c) to provide for the assumption of AirGate’s obligations to the Holders
under this Indenture, the Intercreditor Agreement or any Second-Priority
Security Document, in the case of a merger, or consolidation or sale of all or
substantially all of AirGate’s assets in accordance with this Indenture;



               (d) to make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights
hereunder of any Holder;



               (e) to secure the Notes under the Indenture, to add Guarantees with
respect to the Notes, or to confirm and evidence the release, termination or
discharge of any such security or Guarantee when such release, termination or
discharge is permitted by the Indenture and the Security Documents;



               (f) to add or release Collateral as permitted under the terms of the
Indenture, the Intercreditor Agreement or the Second-Priority Security
Documents;




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               (g) to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the TIA or otherwise in
obtaining an exemption from, or interpretation of, or in elaborating on, the
requirements of Section 314(d) of the TIA or to enable AirGate to rely on
existing interpretations of the Commission regarding the requirements of
Section 314(d) of the TIA; or



               (h) to confirm the automatic amendment or waiver of the Second-Priority
Security Documents pursuant to the terms of the Intercreditor Agreement.



          Upon the request of AirGate accompanied by a resolution of the Board of
Directors authorizing the execution of any such amendment to this Indenture,
the Guarantees, the Intercreditor Agreement, the Second-Priority Security
Documents or the Notes, and upon receipt by the Trustee of the documents
described in Sections 9.6 and 13.4 hereof, the Trustee shall join with AirGate
and the Guarantors in the execution of any amendment to this Indenture, the
Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents
or the Notes authorized or permitted by the terms of this Indenture and to make
any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amendment
to this Indenture, the Guarantees, the Intercreditor Agreement, the
Second-Priority Security Documents or the Notes that affects its own rights,
duties or immunities under this Indenture or otherwise.



     SECTION 9.2 WITH CONSENT OF HOLDERS OF NOTES.


          Except as provided below in this Section 9.2, this Indenture, the Notes,
the Guarantees, the Intercreditor Agreement or any Second-Priority Security
Document may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes
(it being understood that the provisions of the Intercreditor Agreement and the
Second-Priority Security Documents that may by their terms be amended or
supplemented without the consent of the Holders do not require the consent of
the Holders contemplated hereby), including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer,
for Notes, and any existing default or compliance with any provision of this
Indenture, the Notes, the Guarantees, the Intercreditor Agreement or any
Second-Priority Security Document may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes (it
being understood that the provisions of the Intercreditor Agreement and the
Second-Priority Security Documents that may by their terms be waived without
the consent of the Holders do not require the consent of the Holders
contemplated hereby), including, without limitation, consents obtained in
connection with a purchase of, or a tender offer or exchange offer for, Notes.



          Upon the request of AirGate accompanied by a Board Resolution authorizing
the execution of any such amendment to this Indenture, the Guarantees, the
Intercreditor Agreement, the Second-Priority Security Documents or the Notes,
and upon receipt by the Trustee of the documents described in Sections 9.6 and
13.4 hereof, the Trustee shall join with AirGate and the Guarantors in the
execution of any amendment to this Indenture, the Guarantees, the Intercreditor
Agreement, the Second-Priority Security Documents or the Notes authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to enter into




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such amendment to this Indenture, the Guarantees, the Intercreditor
Agreement, the Second-Priority Security Documents or the Notes that affects its
own rights, duties or immunities under this Indenture or otherwise.


          It shall not be necessary for the consent of the Holders of Notes under
this Section 9.2 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof. After an amendment, supplement or waiver under this Section 9.2
becomes effective, AirGate shall mail to the Holders of each Note affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of AirGate to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.



          Subject to Sections 6.2, 6.4 and 6.7 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding may amend or waive
compliance in a particular instance by AirGate with any provision of this
Indenture or the Notes. However, without the consent of each Holder adversely
affected, an amendment or waiver may not (with respect to any Note held by a
non-consenting Holder):



               (a) reduce the aggregate principal amount of the then outstanding Notes
whose Holders must consent to an amendment, supplement or waiver;



               (b) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than
provisions relating to Sections 4.10 and 4.14 hereof);



               (c) reduce the rate of or change the time for payment of interest on any
Note;



               (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal
amount of the Notes and a waiver of the payment default that resulted from such
acceleration);



               (e) make any Note payable in money other than that stated in the Notes;



               (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders to receive payments of
principal of or premium, if any, or interest on the Notes;



               (g) waive a redemption or repurchase payment with respect to any Note
(other than a payment required by Section 4.10 or 4.14 hereof); or



               (h) make any change in the amendment and waiver provisions of this Article
IX.




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     SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT.


          Every amendment or supplement to this Indenture or the Notes shall be set
forth in an amended or supplemental indenture that complies with the TIA as
then in effect.



     SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS.


          Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not
made on the Note. However, any such Holder or subsequent Holder may revoke the
consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. When an
amendment, supplement or waiver becomes effective in accordance with its terms,
it thereafter binds every Holder.



          AirGate may, but shall not be obligated to, fix a record date for
determining which Holders consent to such amendment, supplement or waiver. If
AirGate fixes a record date, the record date shall be fixed at (i) the later of
30 days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished for the Trustee prior to such solicitation
pursuant to Section 2.5 hereof or (ii) such other date as AirGate shall
designate.



     SECTION 9.5 NOTATION ON OR EXCHANGE OF NOTES.


          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. AirGate in exchange
for all Notes may issue and the Trustee shall authenticate new Notes that
reflect the amendment, supplement or waiver.



          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.



     SECTION 9.6 TRUSTEE TO SIGN AMENDMENTS, ETC.


          The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. AirGate
and the Guarantors may not sign an amendment or supplemental indenture until
their respective Boards of Directors approve it. In signing or refusing to
sign any amendment or supplemental indenture the Trustee shall be entitled to
receive and (subject to Section 7.1 hereof) shall be fully protected in relying
upon an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amendment or supplemental indenture is authorized or
permitted by this Indenture, that all conditions precedent thereto have been
met or waived, that such amendment or supplemental indenture is not
inconsistent herewith, and that it will be valid and binding upon AirGate in
accordance with its terms.




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ARTICLE X



SECOND-PRIORITY SECURITY DOCUMENTS



     SECTION 10.1 SECOND-PRIORITY SECURITY DOCUMENTS.


          The due and punctual payment of the principal and premium, if any, of and
interest on the Notes when and as the same shall be due and payable, whether on
an interest payment date, at Stated Maturity, by acceleration, repurchase,
redemption, special redemption or otherwise, and interest on the overdue
principal of and interest on the Notes and performance of all other obligations
of AirGate and the Guarantors to the Holders or the Trustee under this
Indenture, the Second-Priority Security Documents or the Notes, according to
the terms hereunder or thereunder, shall be secured as provided in the
Second-Priority Security Documents.



          Each Holder, by its acceptance of the Notes, consents and agrees to the
terms of the Intercreditor Agreement and the Second-Priority Security Documents
(including, without limitation, the provisions providing for foreclosure and
release of Collateral pursuant to the terms set forth in the Intercreditor
Agreement) as the same may be in effect or may be amended from time to time in
accordance with their terms and authorizes and directs the Collateral Agent to
enter into such Second-Priority Security Documents and Intercreditor Agreement
and to perform its obligations and exercise its rights thereunder in accordance
therewith.



          AirGate shall deliver to the Trustee copies of all documents delivered to
the Collateral Agent pursuant to the Intercreditor Agreement and the
Second-Priority Security Documents, and shall do or cause to be done all such
acts and things as may be necessary or proper, or as may be required by the
provisions of the Intercreditor Agreement and the Second-Priority Security
Documents, to assure and confirm to the Trustee and the Collateral Agent the
security interest in the Collateral contemplated hereby, by the Intercreditor
Agreement, the Second-Priority Security Documents or any part thereof, as from
time to time constituted, so as to render the same available for the security
and benefit of this Indenture and of the Notes secured thereby, according to
the intent and purposes herein and therein expressed.



          AirGate shall take any and all actions reasonably required to cause the
Second-Priority Security Documents to create and maintain, as security for the
obligations of AirGate hereunder, a valid and enforceable perfected lien on and
security interest in all the Collateral, in favor of the Collateral Agent for
the benefit of the Holders and other Persons for whose benefit the Collateral
Agent or Trustee, as applicable, acts pursuant to the Second-Priority Security
Documents, subject to the provisions of the Intercreditor Agreement.



     SECTION 10.2 RECORDING AND OPINIONS.


               (a) As required by the provisions of Section 314(b) of the TIA, AirGate
and, if applicable, the Guarantors shall take or cause to be taken all action
required to perfect, maintain, preserve and protect the Lien on and security
interest in the Collateral granted by the Second-Priority Security Documents
(subject only to Permitted Liens), including without limitation, the filing of
financing statements, continuation statements, mortgages and any



76






 





instruments of further assurance, in such manner and in such places as may
be required by law fully to preserve and protect the rights of the Holders and
the Trustee under this Indenture and the Second-Priority Security Documents to
all property comprising the Collateral. AirGate and the Guarantors shall from
time to time promptly pay all financing statement, continuation statement and
mortgage recording, registration and/or filing fees, charges and taxes relating
to this Indenture and the Second-Priority Security Documents, any amendments
thereto and any other instruments of further assurance required hereunder or
pursuant to the Second-Priority Security Documents. The Trustee shall have no
obligation to, nor shall it be responsible for any failure to, so register,
file or record.


               (b) As required by the provisions of Section 314(b) of the TIA, AirGate
shall furnish to the Trustee within three months after each anniversary of the
Closing Date, an Opinion of Counsel, dated as of such date, stating either that
(i) in the opinion of such counsel, all action has been taken (and stating what
actions, if any, are necessary to be taken within the next calendar year) with
respect to the recording, registering, filing, re-recording, re-registering and
refiling of this Indenture and the Second-Priority Security Documents,
financing statements, continuation statements or other instruments of further
assurance as is necessary to maintain the Liens intended to be created by the
Second-Priority Security Documents and reciting the details of such action or
(ii) in the opinion of such counsel, no such action is necessary to maintain
such Liens, which Opinion of Counsel also shall state what actions it then
believes are necessary to maintain the effectiveness of such Liens during the
next two years.



     SECTION 10.3 POSSESSION, USE AND RELEASE OF COLLATERAL.


               (a) Subject to the rights of the collateral agent under the First-Priority
Security Documents in the case of an event of default thereunder and subject to
the rights of the Collateral Agent under the Second-Priority Security Documents
in the case of an Event of Default, and subject to the terms and conditions in
any agreements governing Senior Debt, this Indenture and the Security
Documents, AirGate and the Guarantors will have the right to remain in
possession and retain control of the Collateral (other than any cash,
securities, obligations and cash equivalents constituting part of the
Collateral and deposited with the collateral agent for the lenders under any
agreements governing Senior Debt or the Collateral Agent in accordance with the
provisions of the Security Documents and other than as set forth in the
Security Documents), to freely operate the Collateral and to collect, invest
and dispose of any income therefrom.



               (b) Collateral may (and, as applicable, shall) be released or substituted
only in accordance with the terms of the Intercreditor Agreement and the
Second-Priority Security Documents or this Section 10.3. Upon any disposition
of Collateral pursuant to and in compliance with Sections 4.10, 10.4 and 10.5,
or pursuant to a transaction that does not constitute an “Asset Sale” or
otherwise violate any provision of this Indenture, such Collateral shall be
sold free and clear of any lien under the Second-Priority Security Documents
and automatically released from the provisions thereof.



               (c) The release of any Collateral from the terms of this Indenture and the
Second-Priority Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released



77






 





pursuant to the terms of the Intercreditor Agreement, the Second-Priority
Security Documents or this Section 10.3.


               (d) Any request by AirGate for the Trustee or the Collateral Agent to
execute a release of any Collateral from the terms of this Indenture shall be
made pursuant to the terms of Section 10.5 of this Indenture.



     SECTION 10.4 CERTIFICATES OF THE COMPANY.


               (a) To the extent applicable, AirGate shall comply (or cause compliance)
with Section 313(b) of the TIA, relating to reports, and Section 314(d) of the
TIA, relating to the release of property or securities from the lien and
security interest of the Second-Priority Security Documents and relating to the
substitution therefor of any property or securities to be subjected to the lien
and security interest of the Second-Priority Security Documents. Any
certificate or opinion required by Section 314(d) of the TIA may be made by an
Officer of AirGate except in cases where Section 314(d) of the TIA requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected or
approved by the Collateral Agent in the exercise of reasonable care.



               (b) With respect to AirGate’s obligations under Section 10.4(a) relating
to delivery of certificates or opinions required by Section 314(d) of the TIA,
AirGate and each Subsidiary, as the case may be, may:




		
	 	     (1) abandon, sell, assign, transfer, lease, license or
otherwise dispose of in the ordinary course of business any
personal property the use of which is no longer necessary or
desirable in the proper conduct of the business of AirGate and is
not material to the conduct of the business of AirGate and its
Subsidiaries taken as a whole;




		
	 	     (2) grant in the ordinary course of business, rights-of-way
and easements over or in respect of any of AirGate’s or such
Subsidiary’s real property, provided that such grant will not, in
the reasonable opinion of the Board of Directors, impair the
usefulness of such property in the conduct of AirGate’s business;




		
	 	     (3) sell, transfer or otherwise dispose of inventory in the
ordinary course of business;




		
	 	     (4) sell, collect, liquidate, factor or otherwise dispose of
accounts receivable in the ordinary course of business;




		
	 	     (5) make cash payments (including for the scheduled repayment
of Indebtedness) from cash that is at any time part of the
Collateral in the ordinary course of business that are not
otherwise prohibited by this Indenture, the Second-Priority
Security Documents and the Intercreditor Agreement; and




		
	 	     (6) engage in any other release of any Collateral as to which
release any Commission regulation or interpretation (including any
no-action letter issued



78






 





		
	 	by the Staff of the Commission or exemption order issued by
the Commission or pursuant to its delegated authority, whether
issued to AirGate or any other Person) provides that delivery of
such opinions or certificates need not be made;



in each case, without the delivery of any such opinions or certificates upon
any such release; provided that AirGate shall deliver to the Trustee, within 15
days after each of the six-month periods ended [               ]
and [               ] in each year an
Officers’ Certificate to the effect that all releases of Collateral as to which
such opinions or certificates were not delivered in reliance upon this Section
10.4(b) by AirGate or any Subsidiary, as the case may be, during the preceding
six-month period were in the ordinary course of AirGate’s or such Subsidiary’s
business and otherwise in accordance with Section 10.4(b)(1) through Section
10.4(b)(6) and that all proceeds therefrom were used by AirGate or such
Subsidiary as permitted herein.


               (c) The fair value of Collateral released from the Liens of the
Second-Priority Security Documents as to which opinions or certificates are not
delivered prior to the applicable date of determination in reliance upon this
Section 10.4(b) shall not be considered in determining whether the aggregate
fair value of Collateral released from the Liens of the Second-Priority
Security Documents in any calendar year exceeds the 10% threshold specified in
Section 314(d)(l) of the TIA; provided that AirGate’s right to rely on this
sentence at any time is conditioned upon AirGate having furnished to the
Trustee the Officers’ Certificates described in Section 10.4(b) that were
required to be furnished to the Trustee at or prior to such time.



               (d) It is expressly understood that Section 10.4(b) and Section 10.4(c)
relate only to AirGate’s and each Subsidiary’s obligations under the TIA and
shall not affect AirGate’s and its Subsidiaries’ rights or abilities to release
Collateral.



     SECTION 10.5 EXECUTION OF RELEASE BY TRUSTEE.


          In the event that AirGate or any Guarantor wish the Trustee or the
Collateral Agent to execute a release of any Collateral from the lien of the
Second-Priority Security Documents in accordance with this Indenture, the
Intercreditor Agreement and the Second-Priority Security Documents, it shall
furnish the Trustee and the Collateral Agent an Officers’ Certificate complying
with Section 13.4(a) certifying that all conditions precedent have been met and
that no consent of the Holders is required together with any documents required
by Section 4.10, Section 10.4 or any other provision of this Indenture and
deliver as required by this Indenture, an Opinion of Counsel to the effect that
such accompanying documents constitute all the documents required by this
Indenture, by Section 314(d) of the TIA or that no such documents are so
required. If such release is given pursuant to the automatic release provisions
of the Intercreditor Agreement, the Officers’ Certificate shall also be
accompanied by evidence that the Collateral has been released under the
First-Priority Security Documents. Upon the receipt of such documents the
Trustee shall execute, or shall cause the Collateral Agent to execute, a
release of the Collateral. The Trustee, however, shall have no duty to confirm
the legality or validity of such documents, its sole duty being to certify that
it has received such documentation which on its face conforms to Section 314(d)
of the TIA.



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	SECTION 10.6	 	AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE SECURITY DOCUMENTS.




          Subject to the provisions of the Intercreditor Agreement and the
Second-Priority Security Documents hereof, the Trustee may, in its sole
discretion and without the consent of the Holders (and shall, at the direction
of Holders holding the requisite principal amount of Notes), direct, on behalf
of the Holders, the Collateral Agent to take all actions it deems necessary or
appropriate in order to (a) enforce the terms of the Intercreditor Agreement
and the Second-Priority Security Documents and (b) collect and receive any and
all amounts payable in respect of the obligations of AirGate hereunder. The
Trustee shall have the power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the
Intercreditor Agreement and the Second-Priority Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including the power to institute and maintain suits or proceedings
to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or
order would impair the security interest hereunder or be prejudicial to the
interests of the Holders or the Trustee).






	SECTION 10.7	 	AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE SECOND-PRIORITY SECURITY DOCUMENTS.




          The Trustee is authorized to receive funds for the benefit of the Holders
distributed under the Second-Priority Security Documents or the Intercreditor
Agreement, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture, the Intercreditor Agreement and
the Second-Priority Security Documents.



     SECTION 10.8 COLLATERAL AGENT.


          The Trustee shall act as Collateral Agent pursuant to the Intercreditor
Agreement and the Second-Priority Security Documents and shall be authorized to
appoint co-Collateral Agents as necessary in its sole discretion. Except as
otherwise explicitly provided herein or in the Intercreditor Agreement or the
Second-Priority Security Documents, neither the Collateral Agent nor any of its
respective officers, directors, employees or agents shall be liable for any
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The
Collateral Agent shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither the Collateral
Agent nor any of its officers, directors, employees or agents shall be
responsible for any act or failure to act hereunder, except for its own willful
misconduct, gross negligence or bad faith.



     SECTION 10.9 SECURITY DOCUMENTS.


               (a) Each of the other parties hereto and, by their acceptance of the
Notes, the Holders hereby authorize and instruct the Trustee, as Collateral
Agent, to (i) enter into




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the Second-Priority Security Documents, (ii) bind such parties and the
Holders on the terms set forth in the Second-Priority Security Documents and
(iii) perform and observe its obligations under the Second-Priority Security
Documents.


               (b) Each of the other parties hereto and, by their acceptance of the
Notes, the Holders hereby authorize and instruct the Trustee to (i) enter into
the Intercreditor Agreement, (ii) bind such parties and the Holders on the
terms set forth in the Intercreditor Agreement, and (iii) perform and observe
its obligations under the Intercreditor Agreement.



     SECTION 10.10 AUTHORIZATION OF OTHER INTERCREDITOR AGREEMENTS.


          In the event that AirGate and the Guarantors wish the Trustee to enter
into an intercreditor agreement with respect to Liens permitted pursuant to
clause (a) of the definition of Permitted Liens for which the Holders are
entitled to a junior Lien, AirGate and the Guarantors shall furnish the Trustee
and the Collateral Agent an Officers’ Certificate complying with Section
13.4(a) certifying that all conditions precedent have been met and that no
consent of the Holders is required, together with any documents required by any
provision of this Indenture and deliver an Opinion of Counsel to the effect
that such intercreditor agreement complies with the requirements of the
applicable provision of the definition of Permitted Liens. Upon the receipt of
such documents, the Trustee is authorized and shall execute, or shall cause the
Collateral Agent to execute, such intercreditor agreement. The Trustee,
however, shall have no duty to confirm the legality or validity of such
documents, its sole duty being to certify that it has received such
documentation which on its face conforms to Section 314(d) of the TIA.



ARTICLE XI



GUARANTEES



     SECTION 11.1 GUARANTEES.


               (a) Each Guarantor hereby jointly and severally, fully, unconditionally
and irrevocably guarantees the Notes and obligations of AirGate hereunder and
thereunder, and guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee on behalf of such Holder, that: (a) the
principal of and premium, if any and interest on the Notes shall be paid in
full when due, whether at Stated Maturity, by acceleration, call for redemption
or otherwise (including, without limitation, the amount that would become due
but for the operation of the automatic stay under Section 362(a) of the Federal
Bankruptcy Code), together with interest on the overdue principal, if any, and
interest on any overdue interest, to the extent lawful, and all other
obligations of AirGate to the Holders or the Trustee hereunder or thereunder
shall be paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or of any such other obligations, the same shall be paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise. Each of the Guarantees shall
be a guarantee of payment and not of collection.



               (b) Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this



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Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.


               (c) Each Guarantor hereby waives the benefits of diligence, presentment,
demand for payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company or any other Person, protest, notice and all demands whatsoever and
covenants that the Guarantee of such Guarantor shall not be discharged as to
any Note except by complete performance of the obligations contained in such
Note and such Guarantee or as provided for in this Indenture. Each of the
Guarantors hereby agrees that, in the event of a default in payment of
principal or premium, if any or interest on such Note, whether at its Stated
Maturity, by acceleration, call for redemption, purchase or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Note, subject to the terms and conditions set forth in this Indenture,
directly against each of the Guarantors to enforce such Guarantor’s Guarantee
without first proceeding against the Company or any other Guarantor. Each
Guarantor agrees that if, after the occurrence and during the continuance of an
Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the maturity of the
Notes, to collect interest on the Notes, or to enforce or exercise any other
right or remedy with respect to the Notes, such Guarantor shall pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.



               (d) If any Holder or the Trustee is required by any court or otherwise to
return to AirGate or any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to either AirGate or any Guarantor,
any amount paid by any of them to the Trustee or such Holder, the Guarantee of
each of the Guarantors, to the extent theretofore discharged, shall be
reinstated in full force and effect. This paragraph (d) shall remain effective
notwithstanding any contrary action which may be taken by the Trustee or any
Holder in reliance upon such amount required to be returned. This paragraph
(d) shall survive the termination of this Indenture except as otherwise
provided in the Intercreditor Agreement.



               (e) Each Guarantor further agrees that, as between each Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
VI hereof for the purposes of the Guarantee of such Guarantor, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of the Guarantee of such Guarantor.



     SECTION 11.2 EXECUTION AND DELIVERY OF GUARANTEE.


          To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees
that a notation of such Guarantee substantially in the form attached hereto as
Exhibit B shall be endorsed on each Note authenticated and delivered by the
Trustee. Such notation of Guarantee



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shall be signed on behalf of such Guarantor by an officer of such
Guarantor (or, if an officer is not available, by a board member or director)
on behalf of such Guarantor by manual or facsimile signature. In case the
officer, board member or director of such Guarantor who shall have signed such
notation of Guarantee shall cease to be such officer, board member or director
before the Note on which such Guarantee is endorsed shall have been
authenticated and delivered by the Trustee, such Note nevertheless may be
authenticated and delivered as though the Person who signed such notation of
Guarantee had not ceased to be such officer, board member or director.


          Each Guarantor agrees that its Guarantee set forth in Section 11.1 shall
remain in full force and effect and apply to all the Notes notwithstanding any
failure to endorse on each Note a notation of such Guarantee. The delivery of
any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Guarantee set forth in this Indenture on behalf
of the Guarantors.



     SECTION 11.3 SEVERABILITY.


          In case any provision of any Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     SECTION 11.4 SENIORITY OF GUARANTEES.


          The obligations of each Guarantor under its Guarantee pursuant to this
Article XI shall be junior and subordinated to any Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of AirGate. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of
the Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article XI hereof.
The obligations of each Guarantor under its Guarantee pursuant to this Article
XI shall be equal in right of payment to all existing and future senior
subordinated Indebtedness of each Guarantor and senior in right of payment to
all existing and future subordinated Indebtedness of each Guarantor.



     SECTION 11.5 LIMITATION OF GUARANTORS’ LIABILITY.


          Each Guarantor and by its acceptance hereof each Holder confirms that it
is the intention of all such parties that the Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of the Federal
Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law or the provisions of its local
law relating to fraudulent transfer or conveyance. To effectuate the foregoing
intention, the Trustee, the Holders and Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Guarantee shall be limited to
the maximum amount that will not, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee, result in the obligations of such Guarantor
under its Guarantee constituting a fraudulent transfer or conveyance.




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     SECTION 11.6 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.


          Except as otherwise provided in Section 11.7 hereof, a Guarantor may not
sell or otherwise dispose of all or substantially all of its assets, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person unless:




		
	 	          (1) immediately after giving effect to such transactions, no
Default or Event of Default exists; and




		
	 	          (2) either:




		
	 	               (A) the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that
Guarantor under this Indenture pursuant to a supplemental indenture
and appropriate collateral documents satisfactory to the Trustee
and becomes a party to the Second-Priority Security Documents; or




		
	 	               (B) the Net Proceeds of any such sale or other disposition of
a Guarantor are applied in accordance with the provisions of
Section 4.10 hereof.



         In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. All the Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance
with the terms of this Indenture as though all such Guarantees had been issued
at the date of the execution hereof.



          Except as set forth in Articles IV and V hereof, and notwithstanding
clauses (1) and (2) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into
AirGate or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to
AirGate or another Guarantor.



     SECTION 11.7 RELEASES FOLLOWING SALE OF ASSETS.


          Any Guarantor shall be released and relieved of any obligations under this
Guarantee, (1) in connection with any sale or other disposition by AirGate or
any Subsidiary of AirGate of all or substantially all of the assets of that
Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) a Subsidiary, if
AirGate or the Guarantor applies the Net Proceeds of that sale or other
disposition in accordance with the provisions of Section 4.10 hereof; or (2) in
connection with any sale of all of the Capital Stock of a Guarantor by AirGate
or any Subsidiary of AirGate to a Person that is not (either before or after
giving effect to such transaction) a Subsidiary, if AirGate applies the



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Net Proceeds of that sale in accordance with the provisions of Section
4.10 thereof. Upon delivery to the Trustee of an Officers’ Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made
by AirGate in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.


          Any Guarantor not released from its obligations under this Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Guarantor under this Indenture as provided in
this Article XI.



     SECTION 11.8 RELEASE OF A GUARANTOR.


          Any Guarantor that is designated by the Board of Directors of the Company
as an Unrestricted Subsidiary in accordance with the terms of this Indenture
shall, at such time, be deemed automatically and unconditionally released and
discharged of its obligations under its Guarantee without any further action on
the part of the Trustee or any Holder. The Trustee shall deliver an
appropriate instrument evidencing such release upon receipt of the Company’s
request for such release accompanied by an Officers’ Certificate certifying as
to the compliance with this Section 11.8. Any Guarantor not so released shall
remain liable for the full amount of principal of and interest on the Notes as
provided in its Guarantee.



     SECTION 11.9 BENEFITS ACKNOWLEDGED.


          Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that its guarantee and waivers pursuant to its Guarantee are knowingly made in
contemplation of such benefits.



     SECTION 11.10 FUTURE GUARANTORS.


          Each future Restricted Subsidiary shall become a Guarantor. Within ten
(10) days of becoming a Restricted Subsidiary, such Subsidiary shall execute
and deliver to the Trustee a supplemental indenture and other agreements making
such Subsidiary a party to this Indenture and the Second-Priority Security
Documents.



ARTICLE XII



SUBORDINATION



     SECTION 12.1 AGREEMENT TO SUBORDINATE.


          AirGate and each Guarantor agree, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by each Note and each Guarantee is
subordinated in right of payment, to the extent and in the manner provided
herein, to the prior payment in full of all Senior Debt in cash or Cash
Equivalents (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed), and that the subordination is for the benefit
of the holders of Senior Debt.




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     SECTION 12.2 LIQUIDATION; DISSOLUTION; BANKRUPTCY.


          Upon (a) any distribution to creditors of AirGate or any Guarantor in a
liquidation or dissolution of AirGate or any Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to
either AirGate or its property or any Guarantor or its property or (b) an
assignment for the benefit of creditors or any marshalling of AirGate’s or any
Guarantor’s assets and liabilities:




		
	 	     (i) the holders of Senior Debt shall be entitled to
receive payment in full of all Obligations due in cash or
Cash Equivalents in respect of such Senior Debt (including
interest after the commencement of any such proceeding,
whether or not allowed, at the rate specified in the
applicable Senior Debt) before Holders shall be entitled to
receive any payment on account of any Obligations on the
Notes (except that Holders may receive and retain Permitted
Junior Securities and payments made from the trust described
in Section 8.4 hereof); and




		
	 	     (ii) until all Obligations with respect to Senior Debt
(as provided in clause (i) above) are paid in full in cash or
Cash Equivalents, any distribution to which Holders would be
entitled but for this Article XII shall be made to holders of
Senior Debt (except that Holders may receive and retain
Permitted Junior Securities and payments made from the trust
described in Section 8.4 hereof), as their interests may
appear to the extent necessary to make payment in full on all
Obligations with respect to Senior Debt remaining unpaid,
after giving effect to all concurrent payments or
distributions to the holders of Senior Debt.



          The consolidation of AirGate or any Guarantor with, or the merger of
AirGate or any Guarantor into, another Person or the liquidation or dissolution
of AirGate or any Guarantor following the conveyance, transfer or lease of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article V shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshaling of assets and liabilities of such Guarantor for the
purposes of this Section if the Person formed by such consolidation or into
which such Guarantor is merged or the Person which acquires by conveyance,
transfer or lease such properties and assets substantially as an entirety, as
the case may be, shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions set forth in Article V and, in
the case of AirGate, such other Person shall assume AirGate’s obligations
hereunder in accordance with Article V hereof.



     SECTION 12.3 DEFAULT ON DESIGNATED SENIOR DEBT.


          Neither AirGate nor any Guarantor shall (1) make any payment or
distribution to the Trustee or any Holder upon or in respect of Obligations
with respect to the Notes or (2) acquire from the Trustee or any Holder any
Notes for cash or property (in each case other than payments in Permitted
Junior Securities and payments made from the trust previously established as
described in Section 8.4 hereof) if:



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               (a) a default in the payment of any principal, premium, if any, interest
or other amount with respect to any Designated Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture or
other document governing such Designated Senior Debt (whether upon maturity, as
a result of acceleration or otherwise); or



               (b) any other default occurs and is continuing with respect to any
Designated Senior Debt that permits holders of such Designated Senior Debt to
accelerate its maturity, and AirGate and the Trustee receive written notice of
such default (a “Payment Blockage Notice”) from a majority of the holders, or
from the trustee, agent or other representative (the “Representative”) of the
holders, of any such Designated Senior Debt. If the Trustee receives any such
notice, a subsequent notice received within 360 days thereafter shall not be
effective for purposes of this Section. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default shall have been cured or waived for a period of not
less than 90 days.



          Notwithstanding anything herein to the contrary, AirGate and the
Guarantors may and shall resume payments on and distributions in respect of the
Obligations on the Notes upon the earlier of:




		
	 	     (i) in the case of a default referred to in clause (a)
of this Section 12.3, the date upon which the default is
cured or waived or ceases to exist, or




		
	 	     (ii) in the case of a default referred to in clause (b)
of this Section 12.3, 179 days after the date on which the
applicable Payment Blockage Notice is received, unless the
maturity of any Designated Senior Debt has been accelerated.



     SECTION 12.4 PAYMENT PERMITTED IF NO DEFAULT.


          Nothing contained in this Article XII or elsewhere in this Indenture, in
any of the Notes or in any Guarantee shall prevent AirGate or any Guarantors,
as applicable, at any time except during the pendency of any case, proceedings,
dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of AirGate or any
Guarantor referred to in Section 12.2 or under the conditions described in
Section 12.3, from making payments at any time of principal of and premium or
interest on the Notes or under a Guarantee, as applicable.



     SECTION 12.5 NOTICE OF ACCELERATION OF SECURITIES.


          If payment of the Notes is accelerated because of an Event of Default,
AirGate shall promptly notify holders of Senior Debt of such acceleration.



     SECTION 12.6 WHEN DISTRIBUTION MUST BE PAID OVER.


          In the event that the Trustee or any Holder receives any payments of any
Obligations with respect to the Notes at a time when an officer of the Trustee
has actual knowledge that such payment is prohibited by Section 12.3 hereof,
such payment shall be held



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by the Trustee or such Holder in trust for the benefit of, and shall be
paid forthwith over and delivered upon written request to, the Representative
of the holders of Senior Debt of AirGate or any Guarantor under the indenture
or other agreement (if any) pursuant to which Senior Debt may have been issued,
as its interest may appear, for application to the payment of all Obligations
with respect to Senior Debt remaining unpaid to the extent necessary to pay
such Obligations in full in accordance with their terms, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt.


          If a distribution is made to the Trustee or any Holder that because of
this Article XII should not have been made to it, the Trustee or such Holder
who receives the distribution shall hold it in trust for the benefit of, and
upon written request pay it over to, the Representative of the holders of
Senior Debt under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as its interest may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with
their terms, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Debt.



          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically
set forth in this Article XII, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or AirGate or
any other person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article XII except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.



     SECTION 12.7 NOTICE BY AIRGATE.


          AirGate shall promptly notify the Trustee and the Paying Agent of any
facts known to AirGate that would cause a payment of any Obligations with
respect to the Notes to violate this Article XII, but failure to give such
notice shall not affect the subordination of the Notes to Senior Debt as
provided in this Article XII.



     SECTION 12.8 SUBROGATION.


          After all Senior Debt is paid in full and until the Notes are paid in
full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive payments or distributions applicable to Senior Debt to the extent
that payments or distributions otherwise payable to the Holders have been
applied to the payment of Senior Debt. For the purposes of such subrogation,
no such payments or distributions to the holders of the Senior Debt by or on
behalf of AirGate to which the Holders or the Trustee would otherwise be
entitled except for the provisions of this Article XII, and no payments over
pursuant to the provisions of this Article XII to the holders of Senior Debt by
the Holders or the Trustee, or by or on behalf of the Holders by virtue of this
Article XII which otherwise would have been made to the Holders shall, as
between AirGate and the Holders of the Notes, be deemed to be a payment by
AirGate to or on account of the Senior Debt, it being understood that the
provisions of this Article XII are and are intended solely for the purpose of



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defining the relative rights of the Holders on the one hand, and the
holders of the Senior Debt, on the other hand.


     SECTION 12.9 RELATIVE RIGHTS.


          This Article XII defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:



               (a) impair, as between AirGate and the Guarantors and Holders, the
obligation of AirGate or any Guarantor, which are absolute and unconditional,
to pay principal of and interest on the Notes and any other amounts due under
the Indenture or the Notes in accordance with their terms;



               (b) affect the relative rights of Holders and creditors of AirGate or any
Guarantor other than their rights in relation to holders of Senior Debt; or



               (c) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
and owners of Senior Debt to receive distributions and payments otherwise
payable to Holders pursuant to this Article XII.



          If AirGate fails because of this Article XII to pay principal of or
interest on a Note on the due date, such failure shall still constitute a
Default or Event of Default.



     SECTION 12.10 SUBORDINATION MAY NOT BE IMPAIRED BY AIRGATE.


          No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by AirGate or any Holder or by the failure of AirGate, the Trustee or any
Holder to comply with this Indenture.



     SECTION 12.11 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.


          Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.



          Upon any payment or distribution of assets of either AirGate or any
Guarantor referred to in this Article XII, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative of the Senior Debt
or of the liquidating trustee or agent or other person making any distribution
to the Trustee or to the Holders for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Debt
and other Indebtedness of AirGate, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.



     SECTION 12.12 RIGHTS OF TRUSTEE AND PAYING AGENT.


          AirGate shall give prompt written notice to the Trustee of any fact known
to AirGate which would prohibit the making of any payment to or by the Trustee
in respect of the



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Notes pursuant to the provisions of this Article XII. Regardless of
anything to the contrary contained in this Article XII or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any default or event of default with respect to any Senior Debt or of any other
facts which would prohibit the making of any payment to or by the Trustee
unless and until a Responsible Officer of the Trustee shall have received
notice in writing from AirGate, or from a holder of Senior Debt or a
Representative therefor, together with proof satisfactory to the Trustee of
such holding of Senior Debt or of the authority of such Representative, and,
prior to the receipt of any such written notice, the Trustee shall be entitled
to assume (in the absence of actual knowledge to the contrary) that no such
facts exist.


          In the event that the Trustee determines in good faith that any evidence
is required with respect to the right of any Person as a holder of Senior Debt
to participate in any payment or distribution pursuant to this Article XII, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amounts of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XII and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.



          The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.



     SECTION 12.13 AUTHORIZATION TO EFFECT SUBORDINATION.


          Each Holder of Notes by such Holder’s acceptance thereof authorizes and
directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article XII, and appoints the Trustee such Holder’s attorney-in-fact for any
and all such purposes.



     SECTION 12.14 ARTICLE APPLICABLE TO PAYING AGENTS.


          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.



ARTICLE XIII



MISCELLANEOUS



     SECTION 13.1 TRUST INDENTURE ACT CONTROLS.


          If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA § 318(c), the imposed duties shall control.



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     SECTION 13.2 NOTICES.


          Any notice or communication by AirGate, the Guarantors or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others address:




	 	 	 
	 	If to AirGate:
	 	 	 
	 	 	
AirGate PCS, Inc.
	 	 	
Harris Tower
	 	 	
Suite 1700
	 	 	
233 Peachtree Street, N.E.
	 	 	
Atlanta, Georgia 30303
	 	 	
Facsimile No.: (404) 525-7922
	 	 	
Attention: President
	 	 	 
	 	With a copy to:
	 	 	 
	 	 	
AirGate PCS, Inc.
	 	 	
Harris Tower
	 	 	
Suite 1700
	 	 	
233 Peachtree Street, N.E.
	 	 	
Atlanta, Georgia 30303
	 	 	
Facsimile No.: (404) 525-7922
	 	 	
Attention: General Counsel
	 	 	 
	 	 	
and
	 	 	 
	 	 	
Winston & Strawn LLP
	 	 	
35 West Wacker Drive
	 	 	
Chicago, IL 60601
	 	 	
Facsimile No.: (312) 558-5700
	 	 	
Attention: R. Cabell Morris, Jr., Esq.
	 	 	 
	 	 	
If to the Trustee:
	 	 	 
	 	 	
The Bank of New York
	 	 	
101 Barclay Street, Floor 8 West
	 	 	
New York, New York 10286
	 	 	
Facsimile No.: (212) 815-
	 	 	
Attention:     Corporate Trust Administration



          AirGate or the Trustee, by notice to the others may designate additional
or different addresses for subsequent notices or communications.



          All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five




91









 



Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier promising next
Business Day delivery.


          Any notice or communication to a Holder shall be mailed by first class
mail or by overnight air courier promising next Business Day delivery to its
address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA § 313(c),
to the extent required by the TIA. Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect
to other Holders.



          If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it, except in the case of notices or communications given to the Trustee, which
shall be effective only upon actual receipt.



          If AirGate mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.



     SECTION 13.3 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
NOTES.


          Holders may communicate pursuant to TIA § 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. AirGate, the
Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).



     SECTION 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


          Upon any request or application by AirGate to the Trustee to take any
action under this Indenture (other than the initial issuance of the Notes),
AirGate shall furnish to the Trustee upon request:



               (a) an Officers’ Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.5
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and



               (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.5
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.



     SECTION 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.


          Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e)
and shall include:




92






 





               (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;



               (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;



               (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and



               (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.



     SECTION 13.6 RULES BY TRUSTEE AND AGENTS.


          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.



     SECTION 13.7 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.


          No director, officer, employee, incorporator or stockholder of AirGate, as
such, shall have any liability for any obligations of AirGate or any Guarantor
under the Notes, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



     SECTION 13.8 GOVERNING LAW.


          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, IF ANY. The parties to
this Indenture each hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in The City of New York in any action or proceeding arising out of or
relating to the Notes, the Guarantees or this Indenture, and all such parties
hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in such New York State or federal court
and hereby irrevocably waive, to the fullest extent that they may legally do
so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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     SECTION 13.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


          This Indenture may not be used to interpret any other indenture, loan or
debt agreement of AirGate or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.



     SECTION 13.10 SUCCESSORS.


          All agreements of AirGate and the Guarantors in this Indenture and the
Notes and the Guarantees, as applicable, shall bind their respective successors
and assigns. All agreements of the Trustee in this Indenture shall bind its
successors and assigns.



     SECTION 13.11 SEVERABILITY.


          In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 13.12 COUNTERPART ORIGINALS.


          The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.



     SECTION 13.13 TABLE OF CONTENTS, HEADINGS, ETC.


          The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.



     SECTION 13.14 ACTS OF HOLDERS.


               (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to AirGate. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and AirGate, if made in the
manner provided in this Section 1.04.



               (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such




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officer the execution thereof. Where such execution is by a signer acting
in a capacity other than such signer’s individual capacity, such certificate or
affidavit shall also constitute sufficient proof of such signer’s authority.
The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.


               (c) The ownership of Notes shall be proved by the Holder list maintained
under Section 2.05 hereunder.



               (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or AirGate in reliance thereon,
whether or not notation of such action is made upon such Note.



               (e) If AirGate shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, AirGate may, at
its option, by or pursuant to a Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but AirGate
shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.



[Signatures on following page]



95






 





SIGNATURES




	 	 	 	 	 
	Dated as of [           ], 2003	 	AIRGATE PCS, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name: Thomas M. Dougherty
	 	 	 	 	Title: President and Chief Executive Officer
	 	 	 	 	 
	 	 	AGW LEASING COMPANY, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name: Thomas M. Dougherty
	 	 	 	 	Title: President and Chief Executive Officer
	 	 	 	 	 
	 	 	AIRGATE NETWORK SERVICES, LLC
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	AIRGATE SERVICE COMPANY, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Trustee
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:



 






 



EXHIBIT A


FORM OF NOTE



(Face of Senior Subordinated Secured Note)



9 3/8% Senior Subordinated Secured Notes due 2009



     [Unless and until it is exchanged in whole or in part for Senior
Subordinated Secured Notes in definitive form, this Senior Subordinated Secured
Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) (“DTC”), to the issuer or
its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as may be requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner
hereof, Cede & Co., has an interest herein.]



	 	 	 	 	 
	No.	 	 	
$        	 
	 	 	 	
CUSIP NO.	 



AIRGATE PCS, INC.



promises to pay to          or registered assigns, the principal sum
of         Dollars on         , 2009.


Interest Payment Dates: [         ] and [         ], beginning [         ], 2004

Record Dates: [          ] and [          ]




	 	 	 	 	 
	 	 	AIRGATE PCS, INC.
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:



 






 



This is one of the

Senior Subordinated Secured Notes referred to in the

within-mentioned Indenture:




	 	 	 
	Dated: 	______________________________	 






THE BANK OF NEW YORK,

as Trustee



	 	 	 
	By:	 	 
	 	 	





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(Back of Senior Subordinated Secured Note)



9 3/8% Senior Subordinated Secured Notes due 2009



     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.



	1)	 	INTEREST. AirGate PCS, Inc., a Delaware corporation, or its successor
(“AirGate”), promises to pay interest on the principal amount of this
Senior Subordinated Secured Note at the rate of 9 3/8% per annum. AirGate
will pay interest in United States dollars (except as otherwise provided
herein) semi-annually in arrears on           and           , commencing on           ,
2004, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest Payment Date”). Interest on
the Senior Subordinated Secured Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid,
from [INSERT DATE WHEN INTEREST ACCRUAL COMMENCES]; provided that if there
is no existing Default or Event of Default in the payment of interest, and
if this Senior Subordinated Secured Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest
Payment Date (but after [INSERT DATE WHEN INTEREST ACCRUAL COMMENCES]),
interest shall accrue from such next succeeding Interest Payment Date,
except in the case of the original issuance of Senior Subordinated Secured
Notes, in which case interest shall accrue from the date of
authentication. AirGate shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal
at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Senior Subordinated Secured Notes to the extent
lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.
	 
	2)	 	METHOD OF PAYMENT. AirGate will pay interest on the Senior Subordinated
Secured Notes (except defaulted interest) on the applicable Interest
Payment Date to the Persons who are registered Holders of Senior
Subordinated Secured Notes at the close of business on the           or           
next preceding the Interest Payment Date, even if such Senior
Subordinated Secured Notes are cancelled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest. The Senior Subordinated
Secured Notes shall be payable as to principal, premium and interest at
the office or agency of AirGate maintained for such purpose within or
without the City and State of New York, or, at the option of AirGate,
payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds shall be required with
respect to principal of, premium, if any, and interest on, all Global
Notes and all other Senior Subordinated Secured Notes the Holders of which
shall have provided written wire transfer instructions to AirGate and the
Paying Agent. Such payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts.



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	3)	 	PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. AirGate may
change any Paying Agent or Registrar without notice to any Holder.
AirGate or any of its Subsidiaries may act in any such capacity.
	 
	4)	 	INDENTURE. AirGate issued the Senior Subordinated Secured Notes under an
Indenture, dated as of [                ], 2003 (the “Indenture”), among AirGate, AGW
Leasing Company, Inc., AirGate Network Services, LLC, AirGate Service
Company, Inc. and the Trustee. The terms of the Senior Subordinated
Secured Notes include those stated in the Indenture and those made a part
of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the
provisions of this Senior Subordinated Secured Note are inconsistent with
the provisions of the Indenture, the Indenture shall govern. The Senior
Subordinated Secured Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. The
Senior Subordinated Secured Notes are senior subordinated and secured
Obligations of AirGate limited to $160,000,000 in aggregate principal
amount, plus amounts, if any, sufficient to pay premium and interest on
outstanding Senior Subordinated Secured Notes as set forth in Paragraph 2
hereof.




		
	 	     The payment of principal and interest on the Senior Subordinated
Secured Notes is unconditionally guaranteed on a senior subordinated and
secured basis by the Guarantors.




	5)	 	OPTIONAL REDEMPTION. The Senior Subordinated Secured Notes shall not be
redeemable at AirGate’s option prior to January 1, 2006. Thereafter, the
Senior Subordinated Secured Notes shall be subject to redemption at the
option of AirGate, in whole or in part, upon not less than 30 nor more
than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below together with accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on January 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2006
	 	 	104.688	%
	2007
	 	 	102.344	%
	2008 and thereafter
	 	 	100.000	%




	6)	 	MANDATORY REDEMPTION. AirGate shall not be required to make mandatory
redemption or sinking fund payments with respect to the Senior
Subordinated Secured Notes.
	 
	7)	 	REPURCHASE AT OPTION OF HOLDER.




		
	 	     (a) Upon the occurrence of a Change of Control, each Holder will
have the right to require AirGate to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder’s Senior
Subordinated Secured Notes pursuant to the



A-4






 





		
	 	offer described below (the “Change of Control Offer”) at an offer
price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase. Within
ten days following any Change of Control, AirGate will mail a notice to
each Holder describing the transaction or transactions that constitute
the Change of Control setting forth the procedures governing the Change
of Control Offer required by the Indenture.




		
	 	     (b) When the aggregate amount of Excess Proceeds exceeds $10.0
million, AirGate will be required to make an offer to all Holders and to
holders of such other Indebtedness that is pari passu with the Senior
Subordinated Secured Notes (an “Asset Sale Offer”) to purchase the
maximum principal amount of Senior Subordinated Secured Notes and such
other Indebtedness that is pari passu with the Senior Subordinated
Secured Notes that may be purchased out of the Excess Proceeds, at an
offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest to the date of purchase in
accordance with the procedures set forth in the Indenture or such other
governing document in the case of Indebtedness pari passu with the Senior
Subordinated Secured Notes. To the extent that the aggregate amount of
Senior Subordinated Secured Notes and such other Indebtedness that is
pari passu with the Senior Subordinated Secured Notes tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, AirGate may use
any remaining Excess Proceeds for any purpose not otherwise prohibited by
the Indenture. If the aggregate principal amount of Senior Subordinated
Secured Notes and such other Indebtedness that is pari passu with the
Senior Subordinated Secured Notes surrendered by holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Senior
Subordinated Secured Notes and such other Indebtedness that is pari passu
with the Senior Subordinated Secured Notes to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.




		
	 	     (c) Holders of the Senior Subordinated Secured Notes that are the
subject of an offer to purchase will receive a Change of Control Offer or
Asset Sale Offer from AirGate prior to any related purchase date and may
elect to have such Senior Subordinated Secured Notes purchased by
completing the form titled “Option of Holder to Elect Purchase” appearing
below.




	8)	 	NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder
whose Senior Subordinated Secured Notes are to be redeemed at its
registered address. Senior Subordinated Secured Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Senior Subordinated Secured Notes held by a
Holder are to be redeemed. On and after the redemption date, interest
ceases to accrue on the Senior Subordinated Secured Notes or portions
hereof called for redemption.
	 
	9)	 	SECURITY. The Indenture provides that the Senior Subordinated Secured
Notes or Guarantees must be secured by Liens on Collateral of AirGate or
the Guarantors. Liens securing the Senior Subordinated Secured Notes or
Guarantees may be released in various circumstances, including in certain
circumstances without the consent of Holders.




A-5









 




	10)	 	DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Subordinated Secured Notes
are in registered form without coupons in initial denominations of $1,000
and integral multiples of $1,000. The transfer of the Senior Subordinated
Secured Notes may be registered and the Senior Subordinated Secured Notes
may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and AirGate may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture.
AirGate need not exchange or register the transfer of any Senior
Subordinated Secured Note or portion of a Senior Subordinated Secured Note
selected for redemption, except for the unredeemed portion of any Senior
Subordinated Secured Note being redeemed in part. Also, it need not
exchange or register the transfer of any Senior Subordinated Secured Notes
for a period of 15 days before a selection of Senior Subordinated Secured
Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
	 
	11)	 	PERSONS DEEMED OWNERS. The registered holder of a Senior Subordinated
Secured Note may be treated as its owner for all purposes.
	 
	12)	 	AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraphs,
the Indenture and the Senior Subordinated Secured Notes may be amended or
supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Senior Subordinated
Secured Notes (it being understood that the provisions of the
Intercreditor Agreement and the Second-Priority Security Documents that
may by their terms be amended or supplemented without the consent of the
Holders do not require the consent of the Holders contemplated hereby),
including, without limitation, consents obtained in connection with a
purchase of or, tender offer or exchange offer for Senior Subordinated
Secured Notes, and any existing Default or Event of Default or compliance
with any provision of the Indenture or the Senior Subordinated Secured
Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Senior Subordinated
Secured Notes (it being understood that the provisions of the
Intercreditor Agreement and the Second-Priority Security Documents that
may by their terms be waived without the consent of the Holders do not
require the consent of the Holders contemplated hereby), including
consents obtained in connection with a tender offer or exchange offer for
Senior Subordinated Secured Notes.




		
	 	     Without the consent of any Holder, AirGate and the Trustee may amend
or supplement the Indenture, the Senior Subordinated Secured Notes, the
Intercreditor Agreement or any Second-Priority Security Document to (i)
cure any ambiguity, defect or inconsistency, (ii) provide for
uncertificated Senior Subordinated Secured Notes in addition to or in
place of certificated Senior Subordinated Secured Notes, (iii) provide
for the assumption of AirGate’s or a Guarantor’s obligations to Holders
under the Indenture, the Intercreditor Agreement or any Second-Priority
Security Document in the case of a merger or consolidation or a sale of
all or substantially all of AirGate’s assets in accordance with the
Indenture, (iv) make any change that would provide any additional rights
or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder, (v) secure the Notes under
the Indenture, to add



A-6






 







		
	 	Guarantees with respect to the Notes, or to confirm and evidence the
release, termination or discharge of any such security or Guarantee when
such release, termination or discharge is permitted by the Indenture and
the Security Documents, (vi) add or release Collateral as permitted under
the terms of the Indenture, the Intercreditor Agreement or the
Second-Priority Security Documents, (vii) comply with the requirements of
the Commission in order to effect or maintain the qualification of the
Indenture under the TIA or otherwise in obtaining an exemption from, or
interpretation of, or in elaborating on, the requirements of Section
314(d) of the TIA or to enable AirGate to rely on existing
interpretations of the Commission regarding the requirements of Section
314(d) of the TIA or (viii) to confirm the automatic amendment or waiver
of the Second-Priority Security Documents pursuant to the terms of the
Intercreditor Agreement.




		
	 	     Without the consent of each Holder adversely affected, an amendment
or waiver to the Indenture or the Senior Subordinated Secured Notes may
not, with respect to any Senior Subordinated Secured Notes held by a
non-consenting Holder, (i) reduce the principal amount of Senior
Subordinated Secured Notes whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed
maturity of any Senior Subordinated Secured Note or alter the provisions
with respect to the redemption of the Senior Subordinated Secured Notes,
except for provisions relating to Sections 4.10 and 4.14 of the
Indenture, (iii) reduce the rate of or change the time for payment of
interest on any Senior Subordinated Secured Note, (iv) waive a Default or
Event of Default in the payment of principal of or premium, if any, or
interest on the Senior Subordinated Secured Notes (except a rescission of
acceleration of the Senior Subordinated Secured Notes by the Holders of
at least a majority in aggregate principal amount of the Senior
Subordinated Secured Notes and a waiver of the payment default that
resulted from such acceleration), (v) make any Senior Subordinated
Secured Note payable in money other than that stated in the Senior
Subordinated Secured Notes, (vi) make any change in the provisions of the
Indenture relating to waivers of past Defaults or the rights of Holders
to receive payments of principal of or premium, if any, or interest on
the Senior Subordinated Secured Notes, (vii) waive a redemption payment
with respect to any Senior Subordinated Secured Note, other than a
payment required by Sections 4.10 and 4.14 of the Indenture, and (viii)
make any change in the preceding amendment and waiver provisions.




	13)	 	DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Senior Subordinated
Secured Notes, whether or not prohibited by Article XII of the Indenture;
(ii) default in payment when due of the principal of or premium, if any,
on the Senior Subordinated Secured Notes, whether or not prohibited by
Article XII of the Indenture; (iii) failure by AirGate or any Restricted
Subsidiary to comply with the provisions described in Sections 4.10 and
4.14 of the Indenture; (iv) failure by AirGate or any Restricted
Subsidiary for 60 days after notice from the Trustee or the Holders of at
least 25% in principal amount of the Senior Subordinated Secured Notes
then outstanding to comply with any of the other provisions of the
Indenture; (v) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by AirGate or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by AirGate or any of
its Restricted Subsidiaries) whether such



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	 	 	Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default (A)(1) is caused by a failure to pay any
principal of or premium, if any, or interest on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on
the date of such default (a “Payment Default”) or (2) results in the
acceleration of such Indebtedness prior to its express maturity and (B)
in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more; (vi) failure by AirGate or
any of its Restricted Subsidiaries to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to AirGate or any of its Restricted Subsidiaries;
(viii) any Second-Priority Security Document or the Intercreditor
Agreement is held to be unenforceable or invalid for any reason, the
security interests purported to be created by the Second-Priority
Security Documents are held to be unenforceable, invalid or impaired with
respect to a material portion of the Collateral, AirGate or any Guarantor
defaults in the performance of the terms of any of the Second-Priority
Security Documents or the Intercreditor Agreement in a manner which
adversely affects the enforceability or validity of the security interest
on a material portion of the Collateral or in a manner which adversely
affects the condition or value of a material portion of the Collateral,
or AirGate or any Guarantor repudiates or disaffirms any of its
obligations under any of the Second-Priority Security Documents or the
Intercreditor Agreement; (ix) except as permitted by the Indenture, any
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or
any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Guarantee; and (x) any event
occurs that causes, subject to any applicable grace period, an Event of
Termination under any of the Sprint Agreements.




		
	 	     If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding
Senior Subordinated Secured Notes may declare all the Senior Subordinated
Secured Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, with respect to AirGate or any Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Senior Subordinated Secured Notes will become
due and payable immediately without further action or notice. Holders
may not enforce the Indenture or the Senior Subordinated Secured Notes
except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Senior
Subordinated Secured Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.




	14)	 	TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform
services for AirGate, the



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	 	 	Guarantors or their respective Affiliates, and may otherwise deal with
AirGate, the Guarantors or their respective Affiliates, as if it were not
the Trustee.
	 
	15)	 	NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator
or stockholder, of AirGate or any Subsidiary Guarantor, as such, shall
have any liability for any obligations of AirGate or any Subsidiary
Guarantor under the Senior Subordinated Secured Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder by accepting a Senior Subordinated Secured
Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Senior Subordinated
Secured Notes.
	 
	16)	 	AUTHENTICATION. This Senior Subordinated Secured Note shall not be valid
until authenticated by the manual signature of the Trustee or an
authenticating agent.
	 
	17)	 	ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
	 
	18)	 	CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, AirGate has caused CUSIP
numbers to be printed on the Senior Subordinated Secured Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
the Holders. No representation is made as to the accuracy of such numbers
either as printed on the Senior Subordinated Secured Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.




		
	 	          AirGate shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:




	 	 	 
	 	 	
AirGate PCS, Inc.
	 	 	
Harris Tower
	 	 	
Suite 1700
	 	 	
233 Peachtree Street, N.E.
	 	 	
Atlanta, Georgia 30303
	 	 	
Telecopy: (404) 525-7922
	 	 	
Attention: Secretary




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ASSIGNMENT FORM



          To assign this Senior Subordinated Secured Note, fill in the form below:
(I) or (we) assign and transfer this Senior Subordinated Secured Note to







(Insert assignee’s soc. sec. or tax I.D. no.)















(Print or type assignee’s name, address and zip code)


	 	 
	and irrevocably appoint	 
	 	





to transfer this Senior Subordinated Secured Note on the books of AirGate. The
agent may substitute another to act for him.





Date: ___________________




	 	 	 	 	 
	 	 	
Your Signature:	 	 
	 	 	 	 	

	 	 	 	 	(Sign exactly as your name

appears on the face of this

Senior Subordinated Secured

Note)
	 	 	 	 	 
	 	 	
Signature guarantee:	 	 



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OPTION OF HOLDER TO ELECT PURCHASE



          If you want to elect to have this Senior Subordinated Secured Note
purchased by AirGate pursuant to Section 4.10 or 4.14 of the Indenture, check
the box below:




	 	 	 	 	 
	 	 	
[   ] Section 4.10
	 	[   ] Section 4.14



          If you want to elect to have only part of the Senior Subordinated Secured
Note purchased by AirGate pursuant to Section 4.10 or Section 4.14 of the
Indenture, state the amount you elect to have purchased: $     




	 	 	 	 	 
	Date:_______________	 	
Your Signature:	 	 
	 	 	 	 	

	 	 	 	 	(Sign exactly as your name
appears on the Senior
Subordinated Secured Note)
	 	 	 	 	 
	 	 	
Tax Identification No.:
	 	 	 	 	 
	 	 	
Signature guarantee:



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SCHEDULE OF EXCHANGES OF SENIOR SUBORDINATED SECURED NOTES



          The following exchanges of a part of this Global Note for other Senior
Subordinated Secured Notes have been made:




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal Amount of this	 	 	Signature of authorized
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	Global Note following	 	 	officer of Trustee or
	 	 	Principal Amount of	 	 	Principal Amount of this	 	 	such decrease (or	 	 	Senior Subordinated
	Date of Exchange	 	this Global Note	 	 	Global Note	 	 	increase)	 	 	Secured Note Custodian
	
	 	
	 	 	
	 	 	
	 	 	







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EXHIBIT B


FORM OF GUARANTEE



          The Guarantor listed below (hereinafter referred to as the “Guarantor,”
which term includes any successors or assigns under that certain Indenture,
dated as of [       ], 2003, by and among AirGate, AGW Leasing Company, Inc., AirGate
Network Services, LLC, AirGate Service Company, Inc. and the Trustee (as
amended and supplemented from time to time, the “Indenture”) and any additional
Guarantors), has guaranteed the Notes and the obligations of AirGate under the
Indenture, which include (i) the due and punctual payment of the principal of,
premium, if any, and interest on the 9 3/8% Senior Subordinated Secured Notes due
2009 (the “Notes”) of AirGate PCS, Inc., a Delaware corporation (“AirGate”),
whether at stated maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal and premium, if any, and (to the
extent permitted by law) interest on any interest, if any, on the Notes, and
the due and punctual performance of all other obligations of AirGate to the
Holders or the Trustee all in accordance with the terms set forth in Article XI
of the Indenture, (ii) in case of any extension of time of payment or renewal
of any Notes or any such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise, and (iii)
the payment of any and all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee or any Holder in enforcing any rights under this
Guarantee or the Indenture.



          The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
XI of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.



          No stockholder, employee, officer, director or incorporator, as such,
past, present or future of each Guarantor shall have any liability under this
Guarantee by reason of his or its status as such stockholder, employee,
officer, director or incorporator.



          This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Guarantor and its successors and assigns until
full and final payment of all of AirGate’s obligations under the Notes and
Indenture or until released in accordance with the Indenture and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders, and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a Guarantee of payment and
not of collectibility.



          This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers. The Obligations of each Guarantor
under its Guarantee shall be limited to the extent necessary to insure that it
does not constitute a fraudulent conveyance under applicable law.




 






 





          THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.



          Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.




	 	 	 	 	 
	Dated as of____________	 	
[NAME OF GUARANTOR]
	 	 	 	 	 
	 	 	
By:
	

	 	 	
Name:
	 	 	
Title:
	 	 	 	 	 
	 	 	
(SEAL)




B-2