0000950137-03-006335 Sample Contracts

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

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”).

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