Agw Leasing Co Inc Sample Contracts

Agw Leasing Co Inc – FORM OF UNIT WARRANT UNDERWRITING AGREEMENT (September 23rd, 1999)

EXHIBIT 1.2 FORM OF UNIT WARRANT UNDERWRITING AGREEMENT $ AIRGATE PCS, INC. _________ Units Consisting of ___% Senior Subordinated Discount Notes Due 2009 and Warrants to Purchase ____ Shares of Common Stock Payment of Principal and Interest Unconditionally Guaranteed by the Guarantors Referred to Herein UNDERWRITING AGREEMENT ---------------------- September ___, 1999 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON CORPORATION As Underwriters c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Dear Sirs: AirGate PCS, In

Agw Leasing Co Inc – FORM OF INDENTURE (September 23rd, 1999)

EXHIBIT 4.5 FORM OF INDENTURE ================================================================================ AirGate PCS, Inc. AGW Leasing Company, Inc. ====================== $[ ] AGGREGATE PRINCIPAL AMOUNT AT MATURITY ______% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009 ====================== =============== INDENTURE DATED AS OF SEPTEMBER __, 1999 =============== Bankers Trust Company Trustee ================================================================================ CROSS-REFERENCE TABLE*

Agw Leasing Co Inc – FORM OF WARRANT AGREEMENT (September 23rd, 1999)

EXHIBIT 10.15 FORM OF WARRANT AGREEMENT ================================================================================ AirGate PCS, Inc. Warrants to Purchase [ ] Shares of Common Stock WARRANT AGREEMENT Dated as of September __, 1999 Bankers Trust Company Warrant Agent ================================================================================ WARRANT AGREEMENT, dated as of September __, 1999, by and among AirGate PCS, Inc., a Delaware corporation ("AirGate" or the "Company"), and Bankers Trust Company, a New York banking corporation, as warrant agent (the "Warrant Agent"). WHEREAS, the Company proposes to issue warrants (the

Agw Leasing Co Inc – CONSENT AND AGREEMENT (September 17th, 1999)

Exhibit 10.13 CONSENT AND AGREEMENT (Lucent / AirGate PCS) This Consent and Agreement (this "Consent and Agreement") is entered into --------------------- as of August 16, 1999, between SPRINT SPECTRUM L.P., a Delaware limited partnership ("Sprint Spectrum"), SPRINTCOM, INC., a Kansas corporation --------------- ("SprintCom"), SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware limited ----------- partnership ("Sprint Communications"), WIRELESSCO, L.P., a Delaware limited --------------------- partnership ("WirelessCo" and together with Sprint Spectrum, SprintCom and ---------- Sprint Communications, the "Sprint Parties"), and LUCENT TECHNOLOGIES INC., as -------------- administrative agent (together with any successors thereof in accordance with th

Agw Leasing Co Inc – CREDIT AGREEMENT (September 17th, 1999)

================================================================================ CREDIT AGREEMENT dated as of August 16, 1999 among AIRGATE PCS, INC., as Borrower, THE LENDERS PARTY HERETO, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent And LUCENT TECHNOLOGIES INC., as Administrative Agent ================================================================================ TABLE OF CONTENTS Page

Agw Leasing Co Inc – FORM OF WARRANT CERTIFICATE (September 17th, 1999)

Exhibit 4.4 FORM OF WARRANT CERTIFICATE AIRGATE PCS, INC. No. _____ WARRANTS TO PURCHASE SHARES OF COMMON STOCK This certifies that [LUCENT TECHNOLOGIES INC.] or its registered assigns, is the owner of [___________] Warrants, each of which represents the right to purchase from AIRGATE PCS, INC., a Delaware corporation (the "Company"), one share of the Common Stock, par value $0.01 per share, of the ------- Company at an exercise price (the "Exercise Price") of [$___] per share of -------------- Common Stock (subject to adjustment as provided in the Warrant Agreement referred to below), upon surrender hereof at the office of the Company, with the Subscription Form on the reverse hereof duly executed, with signature guaranteed as therein specified and simultaneous payment in full by wire transfer,

Agw Leasing Co Inc – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A (August 9th, 1999)

EXHIBIT 25.1 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)__________ -------------------- BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or

Agw Leasing Co Inc – MASTER SITE AGREEMENT (August 9th, 1999)

EXHIBIT 10.5 MASTER SITE AGREEMENT --------------------- THIS MASTER SITE AGREEMENT (hereinafter referred to as this "MSA"), is made as of the 6th day of August, 1998 (the "MSA Commencement Date"), by and between BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited partnership, BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation, each doing business as BELLSOUTH MOBILITY DCS, and their respective BellSouth Affiliates, successors and assigns (hereinafter collectively referred to as "BellSouth") and AIRGATE WIRELESS, L.L.C., a Delaware limited liability company, and its successors and permitted assigns (hereinafter referred to as the "User"). WHEREAS, BellSouth is the owner of communications towers located on property either owned, leased or licensed by BellSouth (individually, a "Tower", collectively, "Towers"); WHEREAS, User is a pr

Agw Leasing Co Inc – SPRINT PCS MANAGEMENT AGREEMENT (August 9th, 1999)

EXHIBIT 10.1 SPRINT PCS MANAGEMENT AGREEMENT This SPRINT PCS MANAGEMENT AGREEMENT is made July 22, 1998, between SprintCom, Inc., a Kansas corporation, and AirGate Wireless, L.L.C., a Delaware limited liability company (but not any Related Party) ("Manager"). The definitions for this agreement are set forth on the "Schedule of Definitions." ------------------------ RECITALS A. Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, American PCS Communications, LLC, a Delaware limited liability company, PhillieCo Partners I, L.P., a Delaware limited partnership, and Cox Communications PCS, L.P., a Delaware limited partnership, hold and exercise, directly or indirectly, control over licenses to operate wireless services networks. B. The entity o

Agw Leasing Co Inc – CERTIFICATE OF INCORPORATION (August 9th, 1999)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AIRGATE PCS, INC. (ORIGINALLY INCORPORATED OCTOBER 14, 1998 UNDER THE NAME AIRGATE WIRELESS, INC.) FIRST: THE NAME OF THE CORPORATION IS AIRGATE PCS, INC. (HEREINAFTER SOMETIMES REFERRED TO AS THE "CORPORATION"). SECOND: THE ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATION IN THE STATE OF DELAWARE IS CORPORATION TRUST CENTER, 1209 ORANGE STREET, IN THE CITY OF WILMINGTON, COUNTY OF NEW CASTLE. THE NAME OF THE REGISTERED AGENT AT THAT ADDRESS IS THE CORPORATION TRUST COMPANY. THIRD: THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. FO

Agw Leasing Co Inc – SERVICES AGREEMENT (August 9th, 1999)

EXHIBIT 10.6 SERVICES AGREEMENT This Agreement is entered into on this 1st day of August, 1998 by and between AirGate Wireless, LLC ("AirGate" or "Company"), a Delaware limited liability company, with a location at 4201 Congress Street, Suite 440, Charlotte, NC 28209 and COMPASS Telecom Services, LLC ("COMPASS" or "Service Provider"), a Georgia limited liability company with a location at 1230 Johnson Ferry Road, Suite F-10, Marietta, Georgia 30068. WHEREAS, AirGate has entered into a Sprint PCS Management Agreement with SprintCom, Inc. to construct and operate a CDMA PCS network (the "PCS Network") in a Service Area that consists of 20 Basic Trading Areas in North Carolina, South Carolina and Georgia; WHEREAS, the Sprint Agreement imposes specific technical and operational standards for the PCS network; WHEREAS, the Sprint Agreement includes a Build Out Plan t

Agw Leasing Co Inc – CERTIFICATE OF INCORPORATION (August 2nd, 1999)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AIRGATE PCS, INC. (ORIGINALLY INCORPORATED OCTOBER 14, 1998 UNDER THE NAME AIRGATE WIRELESS, INC.) FIRST: THE NAME OF THE CORPORATION IS AIRGATE PCS, INC. (HEREINAFTER SOMETIMES REFERRED TO AS THE "CORPORATION"). SECOND: THE ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATION IN THE STATE OF DELAWARE IS CORPORATION TRUST CENTER, 1209 ORANGE STREET, IN THE CITY OF WILMINGTON, COUNTY OF NEW CASTLE. THE NAME OF THE REGISTERED AGENT AT THAT ADDRESS IS THE CORPORATION TRUST COMPANY. THIRD: THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. FO

Agw Leasing Co Inc – [FORM OF UNDERWRITING AGREEMENT] (August 2nd, 1999)

EXHIBIT 1.2 $ AIRGATE PCS, INC. ___% Senior Subordinated Discount Notes Due 2009 Payment of Principal and Interest Unconditionally Guaranteed by the Guarantors named herein [FORM OF UNDERWRITING AGREEMENT] ------------------------------ ____________, 1999 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION PARIBAS CORPORATION As representatives of the several Underwriters named in Schedule I hereto c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Dear Sirs: AirGate PCS, Inc., a Delaware corporation (the "Company"), proposes to issue and sell $ principal amount of its ___% Senior Subordinated Disco