0000950137-04-000158 Sample Contracts

AIRGATE PCS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2004 • Airgate PCS Inc /De/ • Telephone communications (no radiotelephone) • New York

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”).

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FORM OF GUARANTOR SECURITY AGREEMENT [GUARANTOR NAME]
Guarantor Security Agreement • January 14th, 2004 • Airgate PCS Inc /De/ • Telephone communications (no radiotelephone)

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).

FORM OF PLEDGE AGREEMENT [COMPANY NAME]
Pledge Agreement • January 14th, 2004 • Airgate PCS Inc /De/ • Telephone communications (no radiotelephone)

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”).

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