Airgate Pcs Inc /De/ Sample Contracts

Airgate Pcs Inc /De/ – AIRGATE PCS, INC. Moderator: Drew Anderson 12-14-04/8:00 am CT Confirmation #931645 Page 1 AIRGATE PCS, INC. Moderator: Drew Anderson December 14, 2004 8:00 am CT Operator: Good day and welcome to the AirGate PCS conference call. Today's call is being recorded. At this time for opening remarks and introductions I would like to turn the conference over to Ms. Drew Anderson. Please go ahead Ms. Anderson. Drew Anderson: Thank you. Statements made in this conference call regarding expected financial results and other planned events should be considered forward-looking statements that are subject t (December 15th, 2004)
Airgate Pcs Inc /De/ – N O N-Q U A L I F I E D S T O C K O P T I O N Non-transferable G R A N T TO (The “Optionee”) the right to purchase from AirGate PCS, Inc. (the “Company”) shares of its common stock, par value $0.01 per share (the “Stock”), at the price of per share (December 14th, 2004)

pursuant to and subject to the provisions of the AirGate 2001 Non-Executive Stock Option Plan (the “Plan”) and to the terms and conditions set forth on the reverse hereof. By accepting the Options, the Optionee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan.

Airgate Pcs Inc /De/ – N O N-Q U A L I F I E D S T O C K O P T I O N Non-transferable G R A N T TO (the“Optionee”) the right to purchase (the “Options”) from AirGate PCS, Inc. (the “Company”) shares of its common stock, par value $0.01 per share, at the price of $ per share (December 14th, 2004)

pursuant to and subject to the provisions of the AirGate PCS, Inc. Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the reverse hereof. By accepting the Options, the Optionee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan.

Airgate Pcs Inc /De/ – INTERCREDITOR AGREEMENT (December 14th, 2004)

This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 25, 2004, among The Bank of New York Trust Company, N.A., as trustee (together with any successor thereto exercising substantially the same rights and powers, the “Trustee” or the “First Priority Agent”) under the First Priority Indenture (as defined below) and the Security Documents (as defined in the First Priority Indenture), AirGate PCS, Inc., a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries that have guaranteed the Notes (as defined below) (together with any future subsidiary guarantors, the “Guarantors” and together with the Company, the “Issuers”), and The Bank of New York (the “Second Priority Agent”) as trustee under the indenture (the “Second Priority Indenture”) governing the $160.0 million aggregate principal amount of Senior Subordinated Secured Notes due September 1, 2009 (the “Second Priority Notes”), dated February 4, 2004 by and among the Company, the guarantors name

Airgate Pcs Inc /De/ – December 6, 2004 AFFILIATE AGREEMENT This AGREEMENT ("Agreement") is entered into this 1st day of December, 2004 (the "Effective Date"), by and between AirGate PCS, Inc., a Delaware corporation, with offices at 233 Peachtree Street NE, Suite 1700, Atlanta, GA ("Customer") and Lucent Technologies Inc., a Delaware Corporation ("Lucent") for itself and its affiliates (each a "party" and collectively, the "parties"). WHEREAS, Lucent and SprintCom Equipment Company, L.P., a Delaware limited partnership ("Sprint") are parties to the Third Amended and Restated Procurement and Services Contract dated (December 10th, 2004)

----------------------------------------------- --------------------- ------------------------- Valid through Valid through 9/30/2006 9/30/2005 ----------------------------------------------- --------------------- ------------------------- New Sites/Compact - Discount I 40 Compacts 40 Compacts Net Price - Discount I $76,203 $76,203 Discount from Contract $23,989 $23,989 ----------------------------------------------- --------------------- ------------------------- ----------------------------------------------- --------------------- ------------------------- New Sites/Compact - Discount II N/A 100 Compacts Net Price - Discount II

Airgate Pcs Inc /De/ – i 3.11. Leases ............................................................................. 20 3.12. Environmental Matters............................................................... 21 3.13. Certain Contracts................................................................... 22 3.14. Distributors and Suppliers.......................................................... 25 3.15. In surance........................................................................ ... 25 3.16. Legal Proceedings................................................................... 25 3.17. Compliance with Applicable L (December 9th, 2004)
Airgate Pcs Inc /De/ – News Release Contact: Jon D. Drake Senior Director of Investor Relations Alamosa Holdings, Inc. jdrake@alamosapcs.com (December 8th, 2004)

LUBBOCK, Texas (December 8, 2004) – Alamosa Holdings, Inc. (NASDAQ: APCS) and AirGate PCS, Inc. (Nasdaq: PCSA) today announced that their Boards of Directors have approved a definitive agreement under which AirGate will merge with and into a wholly-owned subsidiary of Alamosa. The Company plans to schedule a conference call for December 9, 2004 to discuss the combination. The time of the call, along with other appropriate call-in and web cast information, will be provided by the Company later today in a press release.

Airgate Pcs Inc /De/ – [LOGO OMITTED] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. RESPONDS TO ANNOUNCEMENT BY ALAMOSA HOLDINGS ATLANTA (November 22, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today released the following statement: "We have received a letter dated October 22, 2004, from David E. Sharbutt, chairman and chief executive officer of Alamosa Holdings, Inc., with a proposal to combine our two companies. We are hereby advising shareholders that in our continuing effort to maximize shareholder value, our Board of Directors is giving this proposal se (November 23rd, 2004)
Airgate Pcs Inc /De/ – (Alamosa Letterhead) October 22, 2004 Thomas M. Dougherty Chief Executive Officer and Director AirGate PCS, Inc. 233 Peachtree St. NE Harris Tower Suite 1700 Atlanta, GA 30303 Dear Tom: I appreciated having the opportunity to speak with you regarding a business combination involving our respective companies. As I mentioned to you in our discussions, my board of directors and management team have given significant consideration to a combination of AirGate with Alamosa and have concluded that both organizations and their shareholders stand to realize substantial benefits from such a combination. (November 23rd, 2004)
Airgate Pcs Inc /De/ – CSFB Leveraged Finance Media & Telecom Conference New York, NY November 17, 2004 (November 17th, 2004)

Statements contained in this presentation that are forward-looking statements, such as statements containing terms such as can, may, will, believe, expect, plan, and similar terms, are subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe-harbor" provisions of the private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in AirGate's forward-looking statements. For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from those contained in this statement, please refer to the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s Preliminary Offering Memorandum, dated September 30, 2004. Investors and analysts sho

Airgate Pcs Inc /De/ – [LOGO OMITTED] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. COMPLETES $175 MILLION NOTE OFFERING ATLANTA (October 27, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced that the Company has successfully concluded its private, unregistered offering pursuant to Rule 144A and Regulation S of $175 million First Priority Senior Secured Floating Rate Notes due 2011 at par value. The notes bear interest at a rate equal to three-month LIBOR plus 3.75%, reset quarterly. The notes are guaranteed on a senior secured basis by each of AirGa (October 28th, 2004)
Airgate Pcs Inc /De/ – [LOGO OMITTED] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AirGate PCS, Inc. Announces Redemption of Remaining Outstanding 13.5% Senior Subordinated Discount Notes due 2009 ATLANTA (October 28, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced that it has called for redemption all of its remaining outstanding 13.5% Senior Subordinated Discount Notes due 2009 (the "13.5% Notes"). The redemption date for the 13.5% Notes is December 9, 2004. The redemption price will be equal to 106.75% of the principal amount outstanding, plus accrued and unpaid (October 28th, 2004)
Airgate Pcs Inc /De/ – AirGate PCS [LOGO OMITTED] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. PRICES $175 MILLION FIRST PRIORITY SENIOR SECURED FLOATING RATE NOTES ATLANTA (October 7, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced that the Company has agreed to sell $175 million First Priority Senior Secured Floating Rate Notes due 2011 at par value. The notes will bear interest at a rate equal to three- month LIBOR plus 3.75%, reset quarterly. The notes will be secured on a first priority basis by liens on substantially all of AirGate's assets, (October 7th, 2004)
Airgate Pcs Inc /De/ – -MORE- [GRAPHIC OMITTED] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. Provides Financial and Operating Guidance for 2004 ATLANTA (September 30, 2004) - AirGate PCS, Inc. (Nasdaq:PCSA), a PCS Affiliate of Sprint, today announced guidance for its fourth quarter ending September 30, 2004. Three Months Ended September 30, 2004 ------------------ (Dollars in millions) Low High --- ---- Net additions 8,500 9,500 Total revenues $ 88 $ 92 EBITDA (1) $ 16 $ 18 Capital expenditures Approximately $4 ----------------- (1) EBITDA excludes an approximately $10.9 million one- (October 1st, 2004)
Airgate Pcs Inc /De/ – [LOGO] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. ANNOUNCES PROPOSED FIRST PRIORITY SENIOR SECURED FLOATING RATE NOTES OFFERING ATLANTA (September 30, 2004) - AirGate PCS, Inc. (Nasdaq:PCSA), a PCS Affiliate of Sprint, today announced today that it intends to offer, subject to market and other conditions, $175,000,000 in aggregate principal amount of first priority senior secured floating rate notes due 2011. The notes will be secured on a first priority basis by liens on substantially all of AirGate's assets, with certain exceptions, and will be guaranteed o (September 30th, 2004)
Airgate Pcs Inc /De/ – FORWARD-LOOKING STATEMENTS (September 30th, 2004)

This offering memorandum contains forward looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our liquidity, the wireless industry, our beliefs and management’s assumptions. Such forward looking statements include statements regarding expected financial results and other planned events, including but not limited to, anticipated liquidity, churn rates, ARPU (as defined herein) and CPGA (as defined herein), roaming rates, EBITDA (as defined herein), and capital expenditures. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek”, “project,” “target,” “goal,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materia

Airgate Pcs Inc /De/ – [LOGO] Contact: Bill Loughman Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. AMENDS SPRINT AFFILIATE AGREEMENTS ATLANTA (September 14, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced an addendum to its Sprint Management and Services Agreements regarding back office billing and service charges, new customer activation fees and roaming rates, providing immediate substantial savings to AirGate's cost structure. The new fees will be effective August 1, 2004, through December 31, 2006. The Addendum will be filed today as an exhibit to a Form 8-K filing b (September 14th, 2004)
Airgate Pcs Inc /De/ – SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of September 10, 2004, by and among Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, Sprint Communications Company L.P., a Delaware limited partnership and WirelessCo, L.P., a Delaware limited partnership, (the "Sprint Parties,"), 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"), and AirGate (September 14th, 2004)
Airgate Pcs Inc /De/ – AIRGATE PCS, INCORPORATED Moderator: Thomas Dougherty 08-12-04/8:00 am CT Confirmation #653828 Page 1 AIRGATE PCS, INCORPORATED Moderator: Thomas Dougherty August 12, 2004 8:00 am CT Operator: Good day everyone and welcome to this AirGate PCS Incorporated Third Quarter Earnings conference call. Today's call is being recorded. At this time for opening remarks and introductions, I would like to turn the conference over to Ms. (Dru Anderson). Please go ahead ma'am. (Dru Anderson): Thank you and good morning everyone. Statements made in this conference call today regarding expected financial resul (August 19th, 2004)
Airgate Pcs Inc /De/ – Safe Harbor Provisions Statements contained in this presentation that are forward-looking statements, such as statements containing terms such as can, may, will, believe, expect, plan, and similar terms, are subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe-harbor" provisions of the private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ m (May 18th, 2004)

Safe Harbor Provisions Statements contained in this presentation that are forward-looking statements, such as statements containing terms such as can, may, will, believe, expect, plan, and similar terms, are subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe-harbor" provisions of the private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in AirGate's forward-looking statements. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission ("SEC"), especially in the "risk factors" sections of AirGate's registration statement on form

Airgate Pcs Inc /De/ – SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between AirGate PCS, Inc. ("Company") and William H. Seippel ("Executive"). WHEREAS, Executive was employed by Company as Vice President and Chief Financial Officer; and WHEREAS, Executive has resigned his employment with Company; and WHEREAS, Company and Executive desire in this Agreement to resolve all issues between them including, without limitation, issues relating to or arising from (i) the formation of the employment relationship and/or any contracts of employment (May 17th, 2004)
Airgate Pcs Inc /De/ – ----------------------------------------------------------------------------- AirGate PCS Q2/04 Conference Call May 13, 2004 - 9:00 a.m. Eastern - (913) 981-5571 (Confirmation #780484) Introduction Per our normal procedure, the operator will start by introducing the call as the AirGate PCS second quarter fiscal 2004 conference call. She/he will then announce that the call is being recorded. She/he will ask Dru Anderson, with Corporate Communications Inc., to read the opening statement (safe harbor). Following that statement, Dru will then introduce Tom Dougherty, chief executive officer and pr (May 13th, 2004)
Airgate Pcs Inc /De/ – [LOGO] Contact: Tom Dougherty President & Chief Executive Officer 404-525-7272 AIRGATE PCS, INC. ANNOUNCES SECOND QUARTER PRELIMINARY SUBSCRIBER RESULTS ATLANTA (April 13, 2004) - AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, today announced guidance on preliminary subscriber results and the ending balance of cash and cash equivalents for its second fiscal quarter ended March 31, 2004. The following table provides actual subscriber results of the Company for the quarters ended March 31, 2003, and December 31, 2003, as well as guidance on preliminary subscriber results for the qu (April 13th, 2004)
Airgate Pcs Inc /De/ – Contact: Tom Dougherty President and Chief Executive Officer 404-525-7272 AIRGATE PCS, INC. COMPANY EXPANDS BOARD AND APPOINTS THREE NEW INDEPENDENT DIRECTORS ---------------------------- COMPANY HOLDS ANNUAL MEETING OF SHAREOWNERS ATLANTA (April 8, 2004) - AirGate PCS, Inc. (NASDAQ: PCSA), a PCS Affiliate of Sprint, today announced the expansion of its board of directors to six directors, including the appointment of three new independent directors. The new independent directors are Mr. Max D. Hopper, Mr. John W. Risner, and Dr. Gail S. Schoettler. Mr. Hopper was elected to a three-year term (April 9th, 2004)
Airgate Pcs Inc /De/ – AGM Presentation (April 8th, 2004)

Improved cash flow from operations resulting in an increase from less than $1 million to $60 million cash balance from same period prior year

Airgate Pcs Inc /De/ – INDEX TO CONSOLIDATED FINACIAL STATEMENTS OF AIRGATE PCS, INC. AND SUBSIDIARIES Page Audited Consolidated Financial Statements Independent Auditors' Report......................................... F-2 Consolidated Balance Sheets as of September 30, 2003 and September 30, 2002........................... F-3 Consolidated Statements of Operations for the Years Ended September 30, 2003, 2002 and 2001................... F-4 Consolidated Statements of Stockholders' Deficit for the Years Ended September 30, 2003, 2002 and 2001............... F-5 Consolidated Statements of Cash Flows for the Years End (February 20th, 2004)

September 30, ------------------------- 2003 2002 ---- ---- Assets: Current assets: Cash and cash equivalents...................................... $ 54,078 $ 4,887 Accounts receivable, net of allowance for doubtful accounts of $4,635 and $6,759........................ 26,994 24,245 Receivable from Sprint......................................... 15,809 28,977 Inventories.................................................... 2,132 4,136 Prepaid expenses...............................................

Airgate Pcs Inc /De/ – AIRGATE PCS, INC. COMMENCES EXCHANGE OFFER FOR OUTSTANDING DISCOUNT NOTES Offer set to expire at 11:59 p.m., New York City time, on Wednesday, February 11, 2004 65% of Note Holders Already Committed Shareowners Meeting Set for February 12 (January 15th, 2004)

ATLANTA (January 14, 2004) – AirGate PCS, Inc. (OTCBB:PCSA.OB), a PCS Affiliate of Sprint, today announced that it commenced a public exchange offer to exchange newly-issued shares of its common stock and newly-issued secured notes for all of its outstanding discount notes. AirGate had previously made a private offer, pursuant to a support agreement, to holders of approximately 65% in principal amount of its outstanding discount notes to exchange their discount notes for common stock and new secured notes, on terms and conditions substantially identical to those in the public exchange offer. These holders have agreed to tender their outstanding discount notes in a concurrent private exchange offer. Consummation of the public and private exchange offers would occur simultaneously.

Airgate Pcs Inc /De/ – FORM OF GUARANTOR SECURITY AGREEMENT [GUARANTOR NAME] (January 14th, 2004)

This Guarantor Security Agreement (this “Agreement”) dated as of            , 2004 is by [SUBSIDIARY], a            corporation (“Guarantor”), in favor of STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as collateral agent (in such capacity, “Collateral Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement (as defined below).

Airgate Pcs Inc /De/ – AIRGATE PCS, INC. REGISTRATION RIGHTS AGREEMENT (January 14th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into [ ], 2004 between AirGate PCS, Inc., a Delaware corporation (the “Company”) and the signatories hereto (the “Noteholders”).

Airgate Pcs Inc /De/ – FORM OF PLEDGE AGREEMENT [COMPANY NAME] (January 14th, 2004)

This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of   •  , 2004 (this “Agreement”), is made by AIRGATE PCS, INC., a Delaware corporation (the “Pledgor”), in favor of STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as collateral agent (in such capacity, “Collateral Agent” and the “Pledgee”).

Airgate Pcs Inc /De/ – [AirGate PCS Logo - GRAPHIC OMITTED] Contact: Will Seippel Chief Financial Officer 404-525-7272 AIRGATE PCS, INC. ANNOUNCES FOURTH QUARTER AND YEAR-END FISCAL 2003 RESULTS ---------------------------- CASH AND CASH EQUIVALENTS INCREASE TO $54.1 MILLION ATLANTA (December 18, 2003) - AirGate PCS, Inc. (OTCBB: PCSA.OB), a PCS Affiliate of Sprint, today announced financial and operating results for its fourth quarter and fiscal year ended September 30, 2003. Highlights of the quarter for stand-alone AirGate include the following: o Cash and cash equivalents increased to $54.1 million from $30.8 mi (December 19th, 2003)

Quarter Ended Quarter Ended September 30, 2003 September 30, 2002 -------------------------------------- ----------------------------------------------- AirGate iPCS(1) Combined AirGate iPCS Combined -------------------------------------- ----------------------------------------------- Gross Additions 34,464 -- 34,464 48,276 44,832 93,108 Net Additions (4,697) -- (4,697) 1,836 20,551 22,387 Ending Subscribers 359,460 -- 359,460 339,139 215,694 554,833 Churn 3.41% -- 3.41%

Airgate Pcs Inc /De/ – AMENDMENT NO. 2 (December 16th, 2003)

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

Airgate Pcs Inc /De/ – INTERCREDITOR AGREEMENT (December 16th, 2003)

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

Airgate Pcs Inc /De/ – $160,000,000 AGGREGATE PRINCIPAL AMOUNT 9 3/8% SENIOR SUBORDINATED SECURED NOTES DUE 2009 (December 16th, 2003)

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 Pcs Inc /De/ – Contract (December 16th, 2003)

FIRST AMENDMENT, dated as of October 12, 2001 (this “Amendment”), to the CREDIT AGREEMENT, dated as of August 16, 1999, (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among AIRGATE PCS, INC., a Delaware corporation (the “Borrower”), the Lenders parties thereto, STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as Collateral Agent and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent.