0000950137-03-006334 Sample Contracts

Contract
Credit Agreement • December 16th, 2003 • Airgate PCS Inc /De/ • Telephone communications (no radiotelephone) • New York

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.

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AMENDMENT NO. 2
Airgate PCS Inc /De/ • December 16th, 2003 • Telephone communications (no radiotelephone) • New York

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”).

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