PREFERRED SECURITIES GUARANTEE AGREEMENT. This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of , 199[ ], is executed and delivered by AirTouch Communications, Inc., a Delaware corporation (the "Guarantor"), and __________________ a Delaware banking corporation, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of ATI Financing, a Delaware statutory business trust (the "Trust Issuer").
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