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 shareAirgate PCS Inc /De/ • December 14th, 2004 • Telephone communications (no radiotelephone)
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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 14th, 2004 • Airgate PCS Inc /De/ • Telephone communications (no radiotelephone) • New York
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
