<SUBMISSION>
<ACCESSION-NUMBER>0000950131-01-504124
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20011113
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AIRGATE PCS INC /DE/
<CIK>0001086844
<ASSIGNED-SIC>4813
<IRS-NUMBER>582422929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-73254
<FILM-NUMBER>1785320
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>233 PEACHTREE ST NE
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
<PHONE>4045257272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>233 PEACHTREE ST
<STREET2>SUITE 1700
<CITY>ATLANTA
<STATE>GA
<ZIP>30303
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ds3.txt
<DESCRIPTION>UNIVERSAL SHELF REGISTRATION
<TEXT>
<PAGE>

   As filed with the Securities and Exchange Commission on November 13, 2001

                                                          Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                               -----------------

                               AIRGATE PCS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                             <C>                          <C>
           Delaware                         4812                 58-2422929
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)
</TABLE>

                               -----------------

                                 Harris Tower
                       233 Peachtree St. NE, Suite 1700
                            Atlanta, Georgia 30303
                                (404) 525-7272
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                             Barbara L. Blackford
                 Vice President, General Counsel and Secretary
                                 Harris Tower
                      233 Peachtree Street NE, Suite 1700
                            Atlanta, Georgia 30303
                                (404) 525-7272
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                               -----------------

                                With copies to:

                             Robert F. Wall, Esq.
                          R. Cabell Morris, Jr., Esq.
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600

                               -----------------

   Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
in the light of market conditions and other factors.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             Proposed             Proposed
                                                                              maximum             maximum       Amount of the
                                                       Amount to be       offering price     aggregate offering registration
Title of each class of securities to be registered(1)  registered(2)   per security(3)(4)(5)   price(3)(4)(5)      fee(4)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>                   <C>                <C>
          Primary Offering:
             Common Stock(6)
             Preferred Stock
             Debt Securities (7)
             Warrants
            Guarantees of Debt Securities               $500,000,000           100%             $500,000,000      $125,000
------------------------------------------------------------------------------------------------------------------------------
          Secondary Offering:
             Common Stock                             4,000,000 shares       $49.35(8)          $197,400,000       $49,350
------------------------------------------------------------------------------------------------------------------------------
          Total:                                                                                                  $ 174,350
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1)The securities registered hereunder may be sold separately or as units with
   other securities registered hereunder and may include hybrid securities
   including a combination of features of certain of the securities listed
   above.
(2)Also registered hereby are such additional and indeterminable amount of
   common stock as may be issuable upon conversion of or exchange for any other
   securities that provide for conversion or exchange into common stock.
(3)The proposed maximum offering price per security will be determined from
   time to time by the registrant in connection with the issuance by the
   registrant of the securities registered hereunder.
(4)Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(5)No separate consideration will be received for (i) the Guarantees or (ii)
   common stock that is issued upon conversion of, or in exchange for, debt
   securities or preferred stock issued with respect thereto.
(6)The aggregate amount of Common Stock registered hereunder for sale by
   AirGate PCS, Inc. is limited to that which is permissible under Rule
   415(a)(4) under the Securities Act of 1933, as amended.
(7)If any such Debt Securities are issued at an original issue discount, then
   the offering price shall be in such greater principal amount as shall result
   in an aggregate initial offering price of up to $500,000,000.00.
(8)Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c) under the Securities Act of 1933, as amended. Based
   upon the average high and low prices of the common stock on The Nasdaq
   National Market on November 12, 2001.

   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                SUBJECT TO COMPLETION--DATED NOVEMBER 13, 2001

PROSPECTUS

                               [LOGO] Airgate PCS


                                 $500,000,000
                                 Common Stock
                                Preferred Stock
                       Warrants to Purchase Common Stock
                     Warrants to Purchase Preferred Stock
                     Warrants to Purchase Debt Securities
                                Debt Securities
                         Guarantees of Debt Securities

                       4,000,000 shares of Common Stock

                               -----------------

   We may use this prospectus from time to time to offer common stock,
preferred stock, warrants to purchase common stock, warrants to purchase
preferred stock, warrants to purchase debt securities, debt securities and
guarantees of debt securities. The securities we offer will have an aggregate
public offering price of up to $500,000,000.

   We will identify the particular securities we offer and their specific terms
in a supplement to this prospectus. The prospectus supplement will also
describe the manner in which the securities will be offered. You should read
this prospectus and the prospectus supplement carefully before you invest. We
will not use this prospectus to confirm sales of any security unless it is
attached to a prospectus supplement.

   The selling stockholders may offer up to 4,000,000 shares of our common
stock under this prospectus. Such selling stockholders received their shares of
our common stock in connection with our acquisition of iPCS, Inc.

   For additional information on the methods of sale, you should refer to the
section entitled "Plan of Distribution."

   Our common stock is listed on The Nasdaq National Market under the symbol
"PCSA."

                               -----------------

    Investing in our securities involves certain risks. See "Risk Factors" on
page 1.

                               -----------------

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

             , 2001.

The information in this prospectus is not complete and may be changed. Neither
we nor the selling stockholders may sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

<PAGE>

                               EXPLANATORY NOTE

   The registration statement of which this prospectus is a part covers the
primary issuance of securities by us and the secondary resale of certain shares
of our common stock by former stockholders of iPCS, Inc. On August 28, 2001, we
entered into a merger agreement with iPCS, Inc. pursuant to which we agreed to
acquire iPCS, Inc. We anticipate that such transaction will close in late
November, 2001. In order to satisfy our contractual obligation set forth in the
merger agreement, we are including in the registration statement of which this
prospectus is a part up to 4,000,000 of the shares of our common stock that the
selling stockholders will receive upon the closing of the merger.

   The offering of shares of our common stock by the selling stockholders will
occur only if we complete the merger. The information contained in this
prospectus assumes that we have completed the merger.

                                      ii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                   Page                                     Page
                                   ----                                     ----
<S>                                <C>  <C>                                 <C>
About this Prospectus.............  1   Description of Warrants............  11
Risk Factors......................  1   Selling Stockholders...............  13
Our Business......................  1   Plan of Distribution...............  13
Ratio of Earnings to Fixed Charges  2   Legal Matters......................  15
Use of Proceeds...................  2   Experts............................  15
Description of Debt Securities....  2   Where You Can Find More Information  15
Description of Our Capital Stock..  8   Incorporation by Reference.........  16
</TABLE>

                                 -------------
   You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in or incorporated by reference in
this prospectus. We and the selling stockholders are offering securities and
seeking offers to buy our securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our securities.

                                      iii

<PAGE>

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. Under this shelf process, we may offer
and sell any combination of the securities described in this prospectus in one
or more offerings up to an initial aggregate offering price of $500,000,000.
The selling stockholders may also sell shares of our common stock under this
prospectus, up to a total of 4,000,000 shares. We will not receive any proceeds
from any sale of our common stock by the selling stockholders.

   This prospectus provides you with a general description of the securities we
and the selling stockholders may offer. Each time we or the selling
stockholders sell securities, we will provide a prospectus supplement
containing specific information about the terms of that offering. The
prospectus supplement may also add, update, or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement, together with additional information described under the heading
"Where You Can Find More Information."

   We, or the selling stockholders, may sell securities to underwriters who
will sell the securities to the public on terms fixed at the time of sale. In
addition, the securities may be sold by us directly or through dealers or
agents designated from time to time. If we, directly or through agents, solicit
offers to purchase securities, we reserve the sole right to accept and,
together with our agents, to reject, in whole or in part, any offer.

   Unless the context indicates otherwise, references in this prospectus to
"we", "our" or "us" refer to the combined operations of AirGate PCS, Inc. and
iPCS, Inc. and references to "AirGate" refer to the operations of AirGate PCS,
Inc., exclusive of the operations of its wholly owned subsidiary iPCS, Inc.

                                 RISK FACTORS

   Our risk factors are incorporated herein by reference from our Annual Report
on Form 10-K and other documents we have filed with the Securities and Exchange
Commission.

                                 OUR BUSINESS

   We are the largest Sprint PCS network partner in terms of covered
population. We provide digital wireless personal communications services, or
PCS, to a service territory with network coverage of approximately 10.9 million
residents as of June 30, 2001. Through our management agreements with Sprint
PCS, we have the exclusive right to provide Sprint PCS products and services
under the Sprint and Sprint PCS brand names in our territories. Sprint PCS,
directly and indirectly through network partners such as us, operates the
largest all-digital, all-PCS nationwide wireless network in the United States
based on covered population, covering more than 223 million residents in more
than 4,000 cities and communities across the United States, Puerto Rico and the
U.S. Virgin Islands.

   Our Sprint PCS territories cover 58 basic trading areas, referred to as
markets, in parts of South Carolina, North Carolina, Georgia, Illinois,
Michigan, Iowa and Nebraska. Our major markets include:

  .  Grand Rapids, Michigan;

  .  Greenville-Spartanburg, South Carolina;

  .  Savannah, Georgia;

  .  Charleston, South Carolina;

  .  Columbia, South Carolina; and

  .  Saginaw-Bay City, Michigan.

<PAGE>

                      RATIO OF EARNINGS TO FIXED CHARGES

   The dollar amount of the deficiency of earnings to fixed charges of AirGate
was calculated by adding fixed charges and the amortization of capitalized
interest to net loss, and then deducting interest capitalized. Fixed charges
were calculated by adding interest expense, interest capitalized, and 10% of
rental expense under operating leases, assumed to be representative of the
interest factor of rent.

   The dollar amount of the deficiency of earnings to fixed charges is
summarized as follows:


<TABLE>
<CAPTION>
 Year Ended   Nine Months Ended   Year Ended   Nine Months Ended
September 30,   September 30,    December 31,      June 30,
------------- ----------------- -------------- -----------------
    2000            1999        1998 1997 1996   2001     2000
------------- ----------------- ---- ---- ----  -----    -----
<S>           <C>               <C>  <C>  <C>  <C>      <C>
    $87.1           $16.7       $5.2 $2.9 $1.9 $87.4    $56.9
</TABLE>

                                USE OF PROCEEDS

   Unless we state otherwise in any applicable prospectus supplement, we intend
to use the net proceeds from the sale of the securities by us for general
corporate purposes, including the purchase or repayment of indebtedness
outstanding at a particular time, acquisitions, capital expenditures, working
capital and investments. Pending such uses, we intend to invest such funds in
short-term, investment-grade, interest-bearing instruments.

   We will not receive any proceeds from the sale of our common stock by the
selling stockholders.

                        DESCRIPTION OF DEBT SECURITIES

   The debt securities will be direct obligations of ours. They may be secured
or unsecured, and may be senior or subordinated indebtedness. The debt
securities may be fully and unconditionally guaranteed on a secured or
unsecured, senior or subordinated basis, jointly and severally by substantially
all of our wholly owned domestic subsidiaries. As a result of certain
restrictions set forth in the indenture relating to iPCS' senior discount
notes, none of iPCS nor its subsidiaries may guarantee our debt securities so
long as iPCS' senior discount notes are outstanding. We will issue the debt
securities, if at all, under one or more indentures between us and a trustee.
Any indenture will be subject to, and governed by, the Trust Indenture Act of
1939, as amended. The statements made in this prospectus relating to any
indentures and the debt securities to be issued under the indentures are
summaries of certain anticipated provisions of the indentures and are not
complete.

   We have filed copies of the forms of indentures as exhibits to the
registration statement of which this prospectus is part and will file any final
indentures and supplemental indentures if we issue debt securities. You should
refer to those indentures for the complete terms of the debt securities.

General

   We may issue debt securities that rank "senior" or "subordinated." The debt
securities that we refer to as "senior securities" will be our direct
obligations and will rank equally and ratably in right of payment with our
other indebtedness that is not subordinated. We may also issue debt securities
that may be subordinated in right of payment to the senior securities. We refer
to these securities as "subordinated securities." We have filed with the
registration statement of which this prospectus is a part two separate forms of
indenture, one for the senior securities and one for the subordinated
securities.

   We may issue the debt securities without limit as to aggregate principal
amount, in one or more series, in each case as we establish in one or more
supplemental indentures. We need not issue all debt securities of one

                                      2

<PAGE>

series at the same time. Unless we otherwise provide, we may reopen a series,
without the consent of the holders of such series, for issuances of additional
securities of that series.

   We anticipate that any indenture will provide that we may, but need not,
designate more than one trustee under an indenture, each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or
be removed with respect to one or more series of debt securities, and we may
appoint a successor trustee to act with respect to that series.

   The applicable prospectus supplement will describe the specific terms
relating to the series of debt securities we will offer, including, where
applicable, the following:

  .  the title and series designation and whether they are senior securities or
     subordinated securities;

  .  the aggregate principal amount of the securities;

  .  the percentage of the principal amount at which we will issue the debt
     securities and, if other than the principal amount of the debt securities,
     the portion of the principal amount of the debt securities payable upon
     maturity of the debt securities;

  .  if convertible, the initial conversion price, the conversion period and
     any other terms governing such conversion;

  .  the stated maturity date;

  .  any fixed or variable interest rate or rates per annum;

  .  the place where principal, premium, if any, and interest will be payable
     and where the debt securities can be surrendered for transfer, exchange or
     conversion;

  .  the date from which interest may accrue and any interest payment dates;

  .  any provisions for redemption, including the redemption price and any
     remarketing arrangements;

  .  the events of default and covenants of such securities, to the extent
     different from or in addition to those described in this prospectus;

  .  whether we will issue the debt securities in certificated or book-entry
     form;

  .  whether we will issue the debt securities in registered or bearer form
     and, if in registered form, the denominations if other than in even
     multiples of $1,000;

  .  whether we will issue any of the debt securities in permanent global form
     and, if so, the terms and conditions, if any, upon which holders may
     exchange interests in the global security, in whole or in part, for the
     individual debt securities that the global security represents;

  .  the applicability, if any, of the defeasance and covenant defeasance
     provisions described in this prospectus or any prospectus supplement;

  .  whether we will pay additional amounts on the securities in respect of any
     tax, assessment or governmental charge and, if so, whether we will have
     the option to redeem the debt securities instead of making this payment;

  .  the subordination provisions, if any, relating to the debt securities;

  .  the provisions relating to any security provided for the debt securities;
     and

  .  the provisions relating to any guarantee of the debt securities.

   We may issue debt securities at less than the principal amount payable upon
maturity. We refer to these securities as "original issue discount securities."
If material or applicable, we will describe in the applicable

                                      3

<PAGE>

prospectus supplement special U.S. federal income tax, accounting and other
considerations applicable to original issue discount securities.

   Except as we may set forth in any prospectus supplement, an indenture will
not contain any other provisions that would limit our ability to incur
additional indebtedness or that would afford holders of the debt securities
protection in the event of a highly leveraged or similar transaction involving
us or in the event of a change of control. You should review carefully the
applicable prospectus supplement for information with respect to events of
default and covenants applicable to the debt securities we may offer.

Denominations, Interest, Registration and Transfer

   Unless we otherwise describe in the applicable prospectus supplement, we
will issue the debt securities of any series that are registered securities in
denominations of $1,000 or any even multiple thereof, other than global
securities, which may be of any denomination.

   Unless we otherwise describe in the applicable prospectus supplement, we
will pay the interest, principal and any premium at the corporate trust office
of the trustee. At our option, however, we may make payment of interest by
check mailed to the address of the person entitled to the payment as it appears
in the applicable register or by wire transfer of funds to that person at an
account maintained within the United States.

   If we do not punctually pay or duly provide for interest on any interest
payment date, the defaulted interest will be paid either:

  .  to the person in whose name the debt security is registered at the close
     of business on a special record date the applicable trustee will fix; or

  .  in any other lawful manner, all as the applicable indenture describes.

   You may have your debt securities divided into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. We call
this an "exchange."

   You may exchange or transfer debt securities at the office of the applicable
trustee. The trustee acts as our agent for registering debt securities in the
names of holders and transferring debt securities. We may change this
appointment to another entity or perform it ourselves. We call the entity
performing the role of maintaining the list of registered holders the
"registrar." It will also perform transfers.

   You need not pay a service charge to transfer or exchange debt securities,
but certain governmental agencies or offices may require you to pay for any tax
or other governmental charge associated with the exchange or transfer. The
security registrar will make the transfer or exchange only if it is satisfied
with your proof of ownership.

Merger, Consolidation or Sale of Assets

   Under any indenture, we are generally permitted to consolidate or merge with
another company. We are also permitted to sell substantially all of our assets
to another company, or to buy substantially all of the assets of another
company. However, we may not take any of these actions unless all the following
conditions are met:

  .  if we merge out of existence or sell our assets, the corresponding company
     must be a corporation, partnership or other entity organized under the
     laws of a State or the District of Columbia or under federal law and must
     agree to be legally responsible for the debt securities; and

  .  immediately after the merger, sale of assets or other transaction we are
     not in default on the debt securities. A default for this purpose includes
     any event that would be an event of default if the requirements for giving
     us default notice or our default having to exist for a specific period of
     time were disregarded.

                                      4

<PAGE>

   We will describe in the applicable prospectus supplement additional
restrictions, if any, on our ability to consolidate or merge with another
company or to sell substantially all of our assets to another company or to buy
substantially all of the assets of another company.

Events of Default and Related Matters

   Unless we otherwise describe in an applicable prospectus supplement, an
"event of default" with respect to each series of debt securities means any of
the following:

  .  we fail to pay interest on any debt security of that series for 30 days;

  .  we fail to pay the principal or any premium on any debt security of that
     series when due;

  .  we fail to deposit any sinking fund payment when due;

  .  we fail to comply with the provisions of the related indenture or any
     supplemental indenture relating to consolidations, mergers and sales of
     assets;

  .  we fail to perform any other covenant with respect to that series in the
     related indenture or any supplemental indenture that continues for a
     certain number of days after being given written notice;

  .  certain events in bankruptcy, insolvency or reorganization of us or a
     guarantor; or

  .  any other event of default included in the related indenture or any
     supplemental indenture.

   An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities.

   The consequences of an event of default, and the remedies available under
the indentures or any supplemental indentures, will vary depending upon the
type of event of default that has occurred.

   If an event of default relating to certain events in bankruptcy, insolvency
or reorganization of us or a significant subsidiary occurs and continues, the
entire principal of all the debt securities of all series will be due and
payable immediately.

   If any other event of default for any series of debt securities occurs and
continues, the trustee or the holders of a specified percentage of the
aggregate principal amount of the debt securities of the series may declare the
entire principal of all the debt securities of that series to be due and
payable immediately. If this happens, subject to certain conditions, the
holders of a majority of the aggregate principal amount of the debt securities
of that series can void the declaration. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment of principal
or interest or in the making of any sinking fund payment) if it considers such
withholding of notice to be in the interests of the holders.

   Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under the indentures or any supplemental
indentures at the request, order or direction of any holders, unless the
holders offer the trustee reasonable indemnity. If they provide this reasonable
indemnity, the holders of a specified percentage of the aggregate principal
amount of any series of debt securities may direct the time, method and place
of conducting any proceeding or any remedy available to the trustee, or
exercising any power conferred upon the trustee, for any series of debt
securities.

   No holder of any debt security can institute any action or proceeding with
respect to an indenture or any supplemental indenture unless the holder gives
written notice of an event of default to the trustee, the holders of a
specified percentage of the aggregate principal amount of the outstanding debt
securities of the applicable series shall have requested the trustee to
institute the action or proceeding and shall have appropriately indemnified the
trustee, and the trustee has failed to institute the action or proceeding
within a specified time period.


                                      5

<PAGE>

Modification of an Indenture

   We can make three types of changes to the indentures and the debt securities:

   Changes Requiring Your Approval. We cannot make the following changes to
your debt securities without your specific approval:

  .  change the stated maturity of the principal or interest on a debt security;

  .  reduce any amounts due on a debt security;

  .  reduce the amount of principal payable upon acceleration of the maturity
     of a debt security following a default;

  .  change the currency of payment on a debt security;

  .  waive a default in the payment of principal of, premium, if any, or
     interest on the debt security;

  .  modify the subordination provisions, if any, in a manner that is adverse
     to you; or

  .  reduce the percentage of holders of debt securities whose consent is
     needed to modify or amend an indenture or to waive compliance with certain
     provisions of an indenture or to waive certain defaults.

   Changes Requiring a Majority Vote. Certain changes to an indenture and the
debt securities require a vote in favor by holders of debt securities owning a
majority of the principal amount of the particular series affected. Most
changes fall into this category, except for clarifying changes and certain
other changes that would not adversely affect holders of the debt securities.
We require the same vote to obtain a waiver of a past default. However, we
cannot obtain a waiver of a payment default or any other aspect of an indenture
or the debt securities listed in the first category described above under
"--Changes Requiring Your Approval" unless we obtain your individual consent to
the waiver.

   Changes Not Requiring Approval. Without a vote by holders of debt
securities, we may make clarifications and certain other changes that:

  .  cure any ambiguity, defect or inconsistency in the indenture; provided
     that such amendments do not adversely affect the interests of the holders
     of the debt securities of the particular series in any material respect; or

  .  make any change with respect to a series of debt securities that, in the
     good faith opinion of our board of directors, does not materially and
     adversely affect the rights of the holder of such series of debt
     securities.

Discharging our Obligations

   Except as we may otherwise set forth in any applicable prospectus
supplement, we may choose to either discharge our obligations on the debt
securities of any series in a "legal defeasance" or release ourselves from our
covenant restrictions on the debt securities of any series in a "covenant
defeasance." We may do so at any time prior to the stated maturity or
redemption of the debt securities of the series if, among other conditions:

  .  we deposit with the trustee sufficient cash or U.S. government securities
     to pay the principal, interest, any premium and any other sums due to the
     stated maturity date or redemption date of the debt securities of the
     series; and

  .  we provide an opinion of our counsel that holders of the debt securities
     will not be affected for U.S. federal income tax purposes by the
     defeasance.

                                      6

<PAGE>

   If we provide the deposit and opinion described above, holders of the debt
securities of that series will not be entitled to the benefits of the related
indenture except for registration of transfer and exchange of debt securities,
replacement of lost, stolen or mutilated debt securities, any required
conversion or exchange of debt securities, any required sinking fund payments
and receipt of principal and interest on the original stated due dates or
specified redemption dates.

Subordination

   We will describe in the applicable prospectus supplement the terms and
conditions, if any, upon which any series of subordinated securities is
subordinated to debt securities of another series or to our other indebtedness.
The terms will include a description of:

  .  the indebtedness ranking senior to the debt securities being offered;

  .  the restrictions, if any, on payments to the holders of the debt
     securities being offered while a default with respect to the senior
     indebtedness is continuing;

  .  the restrictions, if any, on payments to the holders of the debt
     securities being offered following an event of default; and

  .  provisions requiring holders of the debt securities being offered to remit
     some payments to holders of senior indebtedness.

Conversion

   We may issue debt securities from time to time that are convertible into our
common stock or our other securities or any securities of third parties. If you
hold convertible debt securities, you will be permitted at certain times
specified in the applicable prospectus supplement to convert your debt
securities into our common stock, other securities or securities of third
parties for a specified price. We will describe the conversion price (or the
method for determining the conversion price) and the other terms applicable to
conversion in the applicable prospectus supplement.

Guarantees

   One or more of our subsidiaries, as guarantors, may, jointly and severally,
fully and unconditionally guarantee our obligations under the debt securities
on an equal and ratable basis, subject to the limitation described in the next
paragraph. In addition, any supplemental indenture may require us to cause
certain or all domestic entities that become one of our subsidiaries after the
date of any supplemental indenture to enter into a supplemental indenture
pursuant to which such subsidiary agrees to guarantee our obligations under the
debt securities. If we default in payment of the principal, interest or any
premium on such debt securities, the guarantors, jointly and severally, will be
unconditionally obligated to duly and punctually make such payments.
Notwithstanding the foregoing, as a result of certain restrictions set forth in
the indenture relating to iPCS' senior discount notes, none of iPCS nor any of
its subsidiaries may guarantee our debt securities so long as iPCS' senior
discount notes are oustanding.

   Each guarantor's obligations will be limited to the maximum amount that
(after giving effect to all other contingent and fixed liabilities of such
guarantor any collections from, or payments made by or on behalf of, any other
guarantors) will result in the obligations of such guarantor under the
guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Each guarantor that makes a payment or distribution under
its guarantee shall be entitled to contribution from each other guarantor in a
pro rata amount based on the net assets of each guarantor.

   Guarantees of senior debt securities (including the payment of principal,
interest and any premium on such debt securities) will rank pari passu in right
of payment with all other unsecured and unsubordinated indebtedness of the
guarantor and will rank senior in right of payment to all subordinated
indebtedness of such

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guarantor. Guarantees of subordinated debt securities will generally be
subordinated and junior in right of payment to the prior payment in full of all
senior indebtedness of the guarantor.

   The prospectus supplement for a particular issue of debt securities will
describe the subsidiary guarantors and any additional material terms of the
guarantees.

Global Securities

   If so described in the applicable prospectus supplement, we may issue the
debt securities of a series in whole or in part in the form of one or more
global securities that will be deposited with a depositary identified in the
prospectus supplement. We may issue global securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of
the depositary arrangement with respect to any series of debt securities will
be described in the prospectus supplement.

                       DESCRIPTION OF OUR CAPITAL STOCK

General

   The following summarizes all of the material terms and provisions of our
capital stock. We have 155,000,000 shares of authorized capital stock,
including 150,000,000 shares of common stock, par value $0.01 per share, and
5,000,000 shares of preferred stock, par value $0.01 per share. As of September
30, 2001, we had issued and outstanding 25,727,140 shares of our common stock,
including the 12,362,160 shares of our common stock assumed to be issued to the
iPCS stockholders in connection with the merger. We have no shares of our
preferred stock issued and outstanding.

Common Stock

   The holders of shares of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders and do
not have any cumulative rights. Subject to the rights of the holders of any
series of preferred stock, holders of shares of our common stock are entitled
to receive ratably such dividends as may be declared by our board of directors
out of funds legally available to pay dividends. Holders of shares of our
common stock have no preemptive, conversion, redemption, subscription or
similar rights. If we liquidate, dissolve or wind up, the holders of shares of
our common stock are entitled to share ratably in the assets which are legally
available for distribution, if any, remaining after the payment or provision
for the payment of all debts and other liabilities and the payment and setting
aside for payment of any preferential amount due to the holders of shares of
any series of preferred stock.

Preferred Stock

   Under our certificate of incorporation, our board of directors is
authorized, subject to certain limitations prescribed by law, without further
stockholder approval, from time to time to issue up to an aggregate of
5,000,000 shares of preferred stock, par value $0.01 per share. The preferred
stock may be issued in one or more series.

   We will describe in the applicable prospectus supplement the specific
financial and other terms of each series of preferred stock. The description of
the preferred stock that is set forth in any prospectus supplement is not
complete without reference to the documents that govern the preferred stock,
including our certificate of incorporation and the certificate of designations
relating to the applicable series of preferred stock. These documents have been
or will be included or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.

   Each series may have different rights, preferences and designations and
qualifications, limitations and restrictions that our board of directors may
establish without approval from our stockholders. These rights, designations
and preferences include:

  .  the maximum number of shares we will issue in the series;

  .  the name of the series;

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<PAGE>

  .  dividend rights;

  .  dividend rate or basis for determining such rate if any, on the shares of
     the series;

  .  whether dividends will be cumulative and, if so, from which date or dates;

  .  whether we may redeem the shares of the series and if so, the dates,
     prices and other terms and conditions of redemption;

  .  whether we will be obligated to purchase or otherwise redeem shares of the
     series pursuant to a sinking fund or otherwise, and the prices, periods
     and other terms and conditions upon which the shares of the series will be
     redeemed or purchased;

  .  the rights, if any, of holders of the shares of the series to convert such
     shares into, or exchange such shares for, shares of any other class of
     stock;

  .  the voting rights of the shares of the series, in addition to the voting
     rights provided by law, if any, and the terms of those voting rights; and

  .  the rights of the shares of the series in the event of a liquidation,
     dissolution or winding up.

   Our board of directors could authorize us to issue preferred stock with
voting, conversion and other rights that could adversely affect the voting
power and other rights of holders of shares of our common stock or other series
of preferred stock. In addition, if our board of directors decides to issue any
preferred stock, it could have the effect of delaying or preventing another
party from taking control of us. This is because we could design the terms of
the preferred stock to make it prohibitively expensive for any unwanted third
party to make a bid for shares of our common stock.

Delaware Law and Certain Charter and By-Law Provisions

   We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Subject to certain exceptions, Section 203 prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a certain period of time. That period is
three years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained that status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. A "business combination" includes certain
merger, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with his or her affiliates and
associates, owns, or owned within three years prior, 15% or more of the
corporation's voting stock.

   Our certificate of incorporation provides that holders of at least 80% of
the voting power of the then-outstanding shares of our capital stock entitled
to vote in the election of directors, voting together as a single class must
approve certain business transactions with interested stockholders.Such
business transactions include:

  .  mergers or consolidations with an interested stockholder;

  .  sales, leases, exchanges, mortgages, pledges, transfers or other
     dispositions of any of our assets to an interested stockholder;

  .  certain sizable issuances or transfers of any of our securities to an
     interested stockholder;

  .  the adoption of any plan or proposal for our liquidation proposed by or on
     behalf of an interested stockholder; or

  .  any reclassification of securities or recapitalization which increases the
     proportionate share of any class of securities of an interested
     stockholder.

However, the affirmative vote of a majority of the shares of outstanding stock
entitled to vote, or such vote as is required by law or our certificate of
incorporation, will suffice with respect to a business combination with an
interested stockholder if the consideration received meets certain fair price
standards.

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<PAGE>

   Our certificate of incorporation and by-laws provide for the division of our
board of directors into three classes, as nearly equal in size as possible,
with each class beginning its three year term in a different year. Our
stockholders may remove a director only for cause with the affirmative vote of
the holders of at least 80% of the voting power of all of the then-outstanding
shares of capital stock entitled to vote generally for the election of
directors voting together as a single class.

   Our by-laws also require a stockholder who intends to nominate a candidate
for election to the board of directors, or to raise new business at a
stockholder meeting to give at least 90 days advance notice to our Secretary.
The notice provision requires a stockholder who desires to raise new business
to provide us certain information concerning the nature of the new business,
the stockholder and the stockholder's interest in the business matter.
Similarly, a stockholder wishing to nominate any person for election as a
director must provide us with certain information concerning the nominee and
the proposing stockholder.

   Our certificate of incorporation empowers our board of directors, when
considering a tender offer or merger or acquisition proposal, to take into
account factors in addition to potential economic benefits to stockholders.
These factors may include:

  .  comparison of the proposed consideration to be received by stockholders in
     relation to the then current market price of our capital stock, our
     estimated current value in a freely negotiated transaction and our
     estimated future value as an independent entity; and

  .  the impact of a transaction on our employees, suppliers and clients and
     its effect on the communities in which we operate.

   Our certificate of incorporation also contains a provision which
acknowledges that certain of our Sprint PCS agreements establish a process for
the sale of our operating assets in the event of a default by us and an
acceleration of the obligations under AirGate's senior secured credit facility.
This provision of the certificate of incorporation is intended to permit the
sale of such assets without further stockholder approval.

   The provisions described above could make it more difficult for a third
party to acquire control of us and, furthermore, could discourage a third party
from making any attempt to acquire control of us.

   Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders may be taken only at a duly called
annual or special meeting of the stockholders, and that special meetings may be
called only by resolution adopted by a majority of the board of directors, or
as otherwise provided in the bylaws. These provisions could have the effect of
delaying until the next annual stockholders meeting stockholder actions that
are favored by the holders of a majority of the outstanding voting securities.
These provisions may also discourage another person or entity from making an
offer to stockholders for our common stock. This is because the person or
entity making the offer, even if it acquired a majority of our outstanding
voting securities, would be unable to call a special meeting of the
stockholders and would further be unable to act pursuant to a unanimous written
consent of the stockholders. As a result, any meeting as to matters they
endorse, including the election of new directors or the approval of a merger,
would have to wait for the next duly called stockholders meeting.

   Delaware law provides that the amendment of a corporation's certificate of
incorporation or by-laws requires the affirmative vote of a majority of the
shares entitled to vote on any matter, unless the corporation's certificate of
incorporation or by-laws, as the case may be, requires a greater percentage.
Our certificate of incorporation requires the affirmative vote of the holders
of at least 80% of our outstanding voting stock to amend or repeal any of the
provisions of the certificate of incorporation described above. The 80% vote is
also required to amend or repeal any of our by-law provisions described above.
Our board of directors may also amend or repeal our by-laws. This 80%
stockholder vote would be in addition to the separate vote to which each class
of our preferred stock that may be outstanding at the time we submit any
amendment to our stockholders may be entitled in accordance with the terms of
such preferred stock.

                                      10

<PAGE>

Transfer Agent and Registrar

   The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

Listing

   Our common stock has been approved for quotation and is traded on The Nasdaq
National Market under the symbol "PCSA."

                            DESCRIPTION OF WARRANTS

Currently Outstanding Warrants

   We currently have outstanding warrants to purchase 714,236 shares of our
common stock as set forth below.

   In connection with AirGate's units offering, which was completed on
September 30, 1999, we issued warrants to purchase 644,400 shares of our common
stock. Of these, warrants to purchase 589,225 shares of our common stock have
been exercised and warrants to purchase 55,175 shares of our common stock
remain outstanding as of September 30, 2001. Such warrants may be exercised at
an exercise price of $0.01 per share of our common stock and expire on October
1, 2009.

   In connection with the merger, AirGate also assumed all of iPCS' obligations
under iPCS' then-outstanding warrants to purchase iPCS common stock.

  Sprint Warrants

   As additional consideration to Sprint Spectrum L.P. for its agreement to
expand iPCS' initial territory by an additional 20 markets, iPCS issued to
Sprint Spectrum L.P. a warrant which is currently exercisable for 183,619
shares of our common stock. The warrant is exercisable by Sprint Spectrum L.P.
at any time prior to July 15, 2007 at an exercise price of $31.05 per share.
Sprint Spectrum L.P. may transfer its rights with respect to the warrant only
to a company that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with Sprint Spectrum
L.P., and any warrant so transferred will be subject to the exercise time
period. We have granted Sprint Spectrum L.P. demand registration rights for the
shares of our common stock subject to the warrant until the common stock may be
sold without registration.

  Unit Warrants

   As part of iPCS' units offering, iPCS issued and sold warrants which are
currently exercisable for 475,442 shares of our common stock, pursuant to a
warrant agreement between iPCS and Mellon Investor Services LLC (formerly known
as ChaseMellon Shareholder Services, L.L.C.), as the warrant agent. The unit
warrants are exercisable at any time prior to July 15, 2010 at an exercise
price of $34.50 per share. The unit warrants trade separately from the notes in
the Private Offerings and Resales trading through Automated Linkages (PORTAL)
market.

   Under the terms of a registration rights agreement entered into by iPCS in
connection with the issuance of the unit warrants, we are required to keep
effective a shelf registration statement covering the resale of the unit
warrants and the resale of the shares of our common stock issuable upon the
exercise of the unit warrants until the date on which all of the unit warrants
or shares of our common stock issuable thereunder have been sold pursuant to
the shelf registration statement or the unit warrants have expired. If we fail
to maintain the effectiveness of the shelf registration statement, a
registration default will occur and we will be required to pay liquidated
damages to each holder of a unit warrant. The liquidated damages will be in an
amount equal to $0.03 per week per unit warrant held by each holder for each
week or portion thereof that the registration default continues for the first
90-day period immediately following the occurrence of such registration
default. This amount will increase by an additional $0.02 per week per warrant
with respect to each subsequent 90-day period,

                                      11

<PAGE>

up to a maximum of $0.07 per week per unit warrant. The provision for
liquidated damages will continue until the registration default has been cured.
We are not required to pay liquidated damages for more than one registration
default at any given time. No liquidated damages are currently payable.

   We have agreed to cause a shelf registration statement on Form S-3 to become
effective to cover the resale of the unit warrants, as discussed above, and the
issuance and resale of the shares of our common stock issuable upon the
exercise of all of the assumed warrants. We will maintain the effectiveness of
the registration statement until the earlier of the expiration of the assumed
unit warrants or the date on which all of the assumed warrants have been
exercised and all shares of our common stock issuable upon exercise of the
assumed unit warrants have been sold.

Warrants to be Issued

   We currently have no outstanding warrants to purchase preferred stock or
warrants to purchase debt securities. We may issue warrants for the purchase of
common stock, preferred stock or debt securities. We may issue warrants
independently or together with any other securities offered by any prospectus
supplement and we may attach or separate the warrants from those securities.
Each series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent specified in the applicable
prospectus supplement, the form of which will be filed or incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part. The warrant agent will act solely as our agent in connection with
the warrants of such series and will not assume any obligation or relationship
of agency or trust for or with any provisions of the warrants offered by this
prospectus. We will set forth further terms of the warrants and the applicable
warrant agreements in the applicable prospectus supplement relating to our
issuance of any warrants.

   The applicable prospectus supplement will describe the terms of the warrants
offered by this prospectus including, where applicable, the following:

  .  the title of the warrants;

  .  the aggregate number of the warrants;

  .  the price or prices at which we will issue warrants;

  .  the designation, terms and number of shares of common stock, shares of
     preferred stock or debt securities purchasable upon exercise of the
     warrants;

  .  the designation and terms of the securities, if any, with which the
     warrants are issued and the number of the warrants issued with each such
     offered security;

  .  the date, if any, on and after which the warrants and the related common
     stock, preferred stock or debt securities will be separately transferable;

  .  the antidilution provisions of the warrants;

  .  whether we will have a right to call the warrants, and, if so, the terms
     of any such call right;

  .  the price at which each share of common stock or preferred stock or debt
     security purchasable upon exercise of the warrants may be purchased;

  .  the date on which the right to exercise the warrants shall commence and
     the date on which the right shall expire;

  .  the minimum or maximum amount of the warrants which a holder may exercise
     at any one time;

  .  information with respect to book-entry procedures, if any;

  .  a discussion of certain material federal income tax considerations; and

  .  any other terms of the warrants, including terms, procedures and
     limitations relating to the exchange and exercise of the warrants.

                                      12

<PAGE>

                             SELLING STOCKHOLDERS

   In addition to covering the offering of our common stock by us, this
prospectus covers the offering for resale of our common stock by the selling
stockholders. The selling stockholders, each a former stockholder of iPCS,
received their shares of our common stock in connection with our acquisition of
iPCS.


   The prospectus supplement for any offering of our common stock by the
selling stockholders will include the following information:

  .  the names of the selling stockholders;

  .  the nature of any position, office or other material relationship which
     any of the selling stockholders will have had during the prior three years
     with us or any of our predecessors or affiliates;

  .  the number of shares of our common stock held by each of the selling
     stockholders;

  .  the percentage of our common stock held by each of the selling
     stockholders; and

  .  the number of shares of our common stock offered by each of the selling
     stockholders.

                             PLAN OF DISTRIBUTION

Distributions by Us

   We may sell the securities in one or more of the following ways from time to
time:

  .  directly to purchasers;

  .  through agents;

  .  through underwriters;

  .  to or through underwriters or dealers; and

  .  through a combination of any of these methods of sale.

   We may directly solicit offers to purchase securities or agents designated
by us from time to time may solicit such offers. We will set forth in the
applicable prospectus supplement any such agent, who shall be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), involved in the offer or the sale of the securities in
respect of which this prospectus is delivered will be named, and any
commissions payable by us to such agent. Unless we otherwise indicate in the
prospectus supplement, any such agent will be acting on a best efforts basis
for the period of its appointment. Agreements which we may enter into with
agents may entitle them to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.

   If we use any underwriters in the sale by us of the securities in respect of
which this prospectus is delivered, we will enter into an underwriting
agreement with such underwriters at the time of sale to them. We will set forth
in the applicable prospectus supplement, which will be used by the underwriters
to make resales of the securities in respect of which this prospectus is
delivered to the public, the names of the underwriters and the terms of the
transaction. The relevant underwriting agreement may entitle the underwriters
to indemnification by us against certain liabilities, including liabilities
under the Securities Act. The underwriters may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.

   If we utilize a dealer in the sale of the securities in respect of which
this prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of the resale. We may
indemnify dealers against certain

                                      13

<PAGE>

liabilities, including liabilities under the Securities Act. Dealers may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business.

   Certain of the underwriters and their affiliates may engage in transactions
with and perform services for us in the ordinary course of business for which
they receive compensation.

   The place and time of delivery for the securities in respect of which this
prospectus is delivered will be set forth in the accompanying prospectus
supplement.

Distributions by the Selling Stockholders

   For purposes of this document, selling stockholders include partners,
donees, pledgees, transferees or other successors-in-interest from time to time
selling shares received from a named selling stockholder as a gift, pledge,
partnership distribution or other non-sale transfer. We will not receive any
proceeds from the sale of shares of our common stock held by the selling
stockholders pursuant to this document. The selling stockholders may offer and
sell their shares of our common stock from time to time in one or more of the
following transactions:

  .  on The Nasdaq National Market or any exchange or market on which shares of
     our common stock are listed or quoted;

  .  in the over-the-counter market;

  .  in privately negotiated transactions;

  .  for settlement of short sales, or through long sales, options or hedging
     transactions involving cross or block trades;

  .  by pledge to secure debts and other obligations;

  .  block transactions (which may involve crosses) in which a broker-dealer
     may sell all or a portion of the shares as agent but may position and
     resell all or a portion of the block as a principal to facilitate the
     transaction;

  .  purchases by one or more underwriters on a firm commitment or best efforts
     basis;

  .  purchases by a broker-dealer as principal and resale by the broker-dealer
     for its own account pursuant to a prospectus supplement;

  .  a special offering, an exchange distribution or a secondary distribution
     in accordance with the applicable rules of The Nasdaq National Market or
     of any stock exchange on which shares of our common stock may be listed; or

  .  through a combination of any of these transactions.

   The selling stockholders may sell their shares of our common stock at any of
the following prices:

  .  fixed prices which may be changed;

  .  market prices prevailing at the time of sale;

  .  prices related to prevailing market prices; or

  .  privately negotiated prices.

   The selling stockholders may use broker-dealers to sell their shares of our
common stock. In connection with such sales the broker-dealers may either
receive discounts, concessions or commissions from the selling stockholders, or
they may receive commissions from purchasers of shares of our common stock for
whom they acted as agents. In order to comply with the securities laws of
certain states, the selling stockholders may only sell their shares of our
common stock through registered or licensed broker-dealers.

                                      14

<PAGE>

   The selling stockholders and any agents or broker-dealers that the selling
stockholders use to sell their shares of our common stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount, concession or commission received by them and any profit on the
resale of shares as principal may be deemed to be underwriting discounts or
commissions under the Securities Act. Because the selling stockholders may be
deemed to be underwriters, the selling stockholders may be subject to the
prospectus delivery requirements of the Securities Act.

   The selling stockholders and any other person participating in the
distribution of their shares of our common stock described in this prospectus
and/or any applicable prospectus supplement will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, including, without limitation,
the anti-manipulation provisions of Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of such shares by the selling
stockholders or any other person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of the shares offered by the
selling stockholders pursuant to this prospectus and/or any applicable
prospectus supplement to engage in market-making activities with respect to the
particular shares being distributed. All of the foregoing may affect the
marketability of the shares offered by the selling stockholders pursuant to
this prospectus and/or any applicable prospectus supplement and the ability of
any person or entity to engage in market-making activities with respect to such
shares.

   We may, if so indicated in the applicable prospectus supplement, agree to
indemnify any underwriters and the selling stockholders against certain civil
liabilities, including liabilities under the Securities Act.

   The registration contemplated hereby is being effected under the
requirements of the merger agreement. We will pay substantially all of the
expenses incident to the registration of the shares of our common stock offered
by the selling stockholders pursuant to this prospectus and/or any applicable
prospectus supplement, including all costs incident to the offering and sale of
the shares by the selling stockholders to the public, including in an
underwritten public offering, other than any brokerage fees, selling
commissions or underwriting discounts.

                                 LEGAL MATTERS

   The validity of the securities offered hereby will be passed upon for us and
the selling stockholders by Winston & Strawn, Chicago, Illinois. Legal matters
will be passed upon for the underwriters, dealers or agents by counsel which we
will name in the applicable prospectus supplement.

                                    EXPERTS

   The consolidated financial statements and schedule of AirGate PCS, Inc. and
subsidiaries as of September 30, 2000 and 1999, and for the year ended
September 30, 2000, the nine month period ended September 30, 1999, and the
year ended December 31, 1998, have been incorporated by reference herein and in
the registration statement in reliance upon the reports of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

   The consolidated financial statements of iPCS, Inc. and Subsidiaries and
Predecessor as of December 31, 2000 and 1999, and for the year ended December
31, 2000 and for the period from January 22, 1999 (date of inception) through
December 31, 1999, which is incorporated by reference from Registration
Statement No.
333-69866 of AirGate PCS, Inc. have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 450 5th Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
SEC at: http://www.sec.gov. Reports, proxy statements and other information
pertaining to us may also be inspected at the offices of The Nasdaq National
Market, which is located at 1735 K. Street, N.W., Washington, D.C. 20006.

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<PAGE>

   We filed a registration statement on Form S-3 to register with the SEC the
securities offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in our registration statement or
the exhibits to the registration statement.

   You should rely only on the information or representations provided in this
prospectus or any prospectus supplement. We have not authorized anyone else to
provide you with different information. Neither we nor the selling stockholders
may make an offer of our securities in any state where the offer is not
permitted. The delivery of this prospectus does not, under any circumstances,
mean that there has not been a change in our affairs since the date of this
prospectus. It also does not mean that the information in this prospectus is
correct after this date.

   Our address on the world wide web is http://www.airgatepcsa.com. The
information on our web site is not a part of this document.

                          INCORPORATION BY REFERENCE

   The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this document, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:

<TABLE>
<CAPTION>
                Filings                 Period or Date Filed
                -------                 --------------------
<S>                                     <C>
Annual Report on Form 10-K............. Year ended September 30, 2000

Quarterly Reports on Form 10-Q......... Quarters ended December 31, 2000, March
                                        31, 2001 and June 30, 2001

Current Reports on Form 8-K............ August 29 and August 31, 2001

The description of our common stock set
  forth on Form 8-A (File No. 0-27455). September 24, 1999

Pro-Forma Condensed Consolidated
  Financial Statements (Unaudited)
  contained on pages 65 through 73 of
  our Proxy Statement/Prospectus on     September 21, 2001, as amended on
  Form S-4............................. October 16, 2001

iPCS, Inc. and Subsidiaries and
  Predecessor - Consolidated Financial
  Statements contained on pages F-35
  through F-76 of our Proxy Statement/  September 21, 2001, as amended on October
  Prospectus on Form S-4............... 16, 2001
</TABLE>

   We incorporate by reference additional documents that we may file with the
SEC between the date of this document and the date of the completion of the
offering of the securities described in this prospectus. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.

                                      16

<PAGE>

   You can obtain any of the documents incorporated by reference in this
document from us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this document. You can obtain documents incorporated by reference in this
document by requesting them in writing or by telephone from us at the following
address:

                               AirGate PCS, Inc.
                                 Harris Tower
                      233 Peachtree Street NE, Suite 1700
                            Atlanta, Georgia 30303
                           Attention: Sharon Kushner
                                (404) 525-7272
                       E-mail: skushner@AirGatepcsa.com

   Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

                                      17

<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

   All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meaning assigned to them in the Prospectus which forms
a part of this Registration Statement.

Item 14. Other Expenses of Issuance and Distribution.

   The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered. All amounts are estimates
except the Securities and Exchange Commission registration fee.

<TABLE>
                     <S>                          <C>
                     SEC registration fee........ $ 174,350
                     Printing expenses........... $  25,000
                     Legal fees and expenses..... $  50,000
                     Accounting fees and expenses $  50,000
                     Miscellaneous............... $  10,000
                                                  ---------
                            Total................ $ 309,350
                                                  =========
</TABLE>

Item 15. Indemnification of Directors and Officers.

   In accordance with the General Corporation Law of the State of Delaware
(being chapter 1 of Title 8 of the Delaware code), the registrant's Certificate
of Incorporation provides as follows:

   The registrant shall indemnify any person who was or is a party or is
threatened to be made a party to, or is otherwise involved in, any action, suit
or proceeding by reason of the fact that such person is or was a director or an
officer of the registrant, whether the basis for such action or proceeding is
an alleged action in an official capacity as an officer or director or in any
other capacity while such person was serving as a director or officer of the
registrant. The registrant shall indemnify such person to the fullest extent
allowed by the Delaware law against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise tax, or penalties and amounts
paid in settlement) reasonably incurred or suffered by the indemnitee in
connection with such action or suit. The registrant's Certificate of
Incorporation also empowers the indemnitee to recover unpaid amounts of a claim
for indemnification by brining suit against the registrant to recover any
unpaid amount of a claim.

   The right of indemnification includes the right of the indemnitee to be paid
by the registrant for the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, that if the Delaware
law requires, an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer will be made only upon delivery to the
registrant of an undertaking, by or on behalf of such indemnitee, to repay all
amounts advanced if it shall ultimately be determined by final judicial
decision, from which there is no further right to appeal, that such indemnitee
is not entitled to be indemnified for such expenses.

   The right to indemnification and to the advancement of expenses provided for
by the Certificate of Incorporation is not exclusive of any other right to
which the indemnitee may have or hereinafter acquire. Moreover, the registrant
may purchase and maintain insurance, at its expense, to protect itself and any
director or officer of the registrant against any liability asserted against
him or her in any such capacity, or arising out of such person's status as
such, whether or not the registrant would have the power to indemnify him
against such liabilities under the laws of Delaware.

   In addition to indemnification provided to the registrant's officers and
directors in the Certificate of Incorporation and under the laws of Delaware,
the registrant has entered into indemnification agreements with certain
officers and directors to provide them with further assurances and protection
from liability that they may

                                     II-1

<PAGE>

incur in their respective positions and duties in connection with any public
offering to any fiduciary obligation owed with respect to the registrant and
its stockholders. The registrant has agreed to indemnify and hold harmless, to
the extent permitted under Delaware law, each person and affiliated person
(generally, any director, officer, employee, controlling person, agent, or
fiduciary of the indemnified person), provided that the indemnified person was
acting or serving at the registrant's request in his capacity as either an
officer, director, employee, controlling person, fiduciary or other agent or
affiliate of the registrant. Under the indemnification agreements, each person
is indemnified against any and all liabilities (described below) that occur in
connection with any threatened, pending or completed action, suit, proceeding,
alternative dispute resolution mechanism or hearing, inquiry or investigation
that such indemnitee in good faith believes may lead to the institution of any
such action whether civil, criminal, administrative or other. As a condition to
receiving indemnification, indemnities are required to give notice in writing
to the registrant of any claim for which indemnification may be sought under
such agreement.

   The agreement provides that an indemnitee may receive indemnification
against any and all (1) expenses (including attorney's fees and other costs,
expenses and obligations incurred), judgments, fines and penalties; (2) amounts
paid in settlement (if such settlement is approved by the registrant); (3) any
federal, state, local or foreign taxes imposed on an indemnitee as a result of
the receipt of any payments under the indemnification agreement; and (4) all
interest, assessments and other charges paid or payable in connection with such
expenses. An indemnified person will be indemnified against expenses to the
extent that he is successful on the merits or otherwise, including dismissal of
an action without prejudice, in defense of any action, suit, proceeding,
inquiry or investigation. Expenses that the indemnified person have or will
incur in connection with a suit or other proceeding may be received in advance
within 10 days of written demand to the registrant.

   Prior to receiving indemnification or being advanced expenses, a committee,
consisting of either members of the board of directors or any person appointed
by the board of directors, must not have determined the indemnified person
would not be permitted to indemnification under Delaware law and, in the case
of advanced expenses, that the registrant will be entitled to be reimbursed by
the indemnitee. If there is a change in control (as defined in the
indemnification agreement) that occurs without majority approval of the board
of directors, then the committee will consist of independent legal counsel
selected by the indemnified person and approved by the registrant to render a
written opinion as to whether and to what extent the indemnitee would be
permitted to indemnification under applicable law. Under the indemnification
agreement, an indemnified person may appeal a determination by the committee's
determination not to grant indemnification or advance expenses by commencing a
legal proceeding. Failure of the committee to make an indemnification
determination or the termination of any claim by judgment, order, settlement,
plea of nolo contendere, or conviction does not create a presumption that
either (1) the indemnified person did not meet a particular standard of conduct
or belief or (2) that the court has determined that indemnification is not
available.

   Under the indemnification agreement, an indemnitee is entitled to
contribution from the registrant for losses, claims, damages, expenses or
liabilities as well as other equitable considerations upon the determination of
a court of competent jurisdiction that indemnification provided for under the
agreement is not available. The amount contributed by the registrant will be in
proportion, as appropriate, to reflect the relative benefits received by the
registrant and the indemnitee or, if such contribution is not permitted under
Delaware law, then the relative benefit will be considered with the relative
fault of both parties in the action or inaction which resulted in such
liability. In connection with the registration of the registrant's securities,
the relative benefits received by the registrant and indemnified person will be
deemed to be in the same respective proportions of the net proceeds from the
offering (less expenses) received by the registrant and the indemnified person.
The relative fault of the registrant and the indemnified person is determined
by reference to whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the registrant or the indemnified person and their
relative intent, knowledge, access to information and opportunity to correct
such statement or omission.

   Contribution paid takes into account the equitable considerations, if any,
instead of a pro rata or per capital allocation. In connection with the
offering of the registrant securities, an indemnified person will not be
required

                                     II-2

<PAGE>

to contribute any amount in excess of (1) the proportion of the total of such
losses, claims, damages, or liabilities indemnified against equal to the
proportion of the total securities sold under the registration statement sold
by the indemnified person or (2) the proceeds received by the indemnified
person from the sale of securities under the registration statement. No person
found guilty of fraudulent misrepresentation, as defined in the agreement,
shall be entitled to contribution from any person who was not found guilty of
such fraudulent representation.

   In the event that the registrant is obligated to pay the expenses of a claim
and upon written notice to the indemnified person, the registrant is entitled
to assume defense of the claim and select counsel which is approved by the
indemnified person. Upon receipt of the indemnitee's approval, the registrant
will directly incur the legal expenses and as a result will have the right to
conduct the defense as it sees fit in its sole discretion, including the right
to settle any claim against any indemnified party, without consent of the
indemnified person.

Item 16. Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number  Description
------  -----------
<C>     <S>

 *1.1   Form of Underwriting Agreement (Debt Securities)

 *1.2   Form of Underwriting Agreement (Common Stock)

  3.1   Amended and Restated Certificate of Incorporation of AirGate PCS, Inc. (Incorporated by
        reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed by the company with the
        Commission on August 14, 2000 for the quarter ended June 30, 2000 (SEC File No. 000-
        27455))

  3.2   Amended and Restated Bylaws of AirGate PCS, Inc. (Incorporated by reference to Exhibit
        3.2 to the Registration Statement on Form S-1/A filed by the company with the
        Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

 *3.3   Form of Certificate of Designations for issuance of Preferred Stock, $0.01 par value per
        share of AirGate PCS, Inc.

  4.1   Form of Senior Indenture

  4.2   Form of Subordinated Indenture

  4.3   Form of stock certificate representing shares of Common Stock, $0.01 par value per share
        of AirGate PCS, Inc. (incorporated by reference to Exhibit 4.1 to the Registration
        Statement on Form S-1/A filed by AirGate PCS, Inc. on June 15, 1999 (SEC File Nos. 333-
        79189-02 and 333-79189-01))

 *4.4   Form of stock certificate representing shares of Preferred Stock, $0.01 par value per share
        of AirGate PCS, Inc.

 *4.5   Form of Senior Debt Security

 *4.6   Form of Subordinated Debt Security

  5.1   Opinion of Winston & Strawn

 23.1   Consent of Winston & Strawn (included in Exhibit 5.1)

 23.2   Consent of KPMG LLP

 23.3   Consent of Deloitte & Touche LLP

 24.1   Powers of Attorney

  *25   Statement of Eligibility of Trustee on Form T-1
</TABLE>
--------
  *To be filed by amendment or incorporated by reference in connection with the
   offering of offered securities, as appropriate.

                                     II-3

<PAGE>

Item 17. Undertakings

   The registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
   post-effective amendment to this Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933,

          (ii) to reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in the registration statement, notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement, and

          (iii) to include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

   provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   clauses is contained in periodic reports filed with or furnished to the
   commission by the registrant pursuant to Section 13 or 15(d) of the
   Securities Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and this offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

   Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II-4

<PAGE>

   The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Act, the
   information omitted from the form of prospectus filed as part of this
   Registration Statement in reliance upon Rule 430A and contained in a form of
   prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
   497(h) under the Act shall be deemed to be a part of this Registration
   Statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Act, each
   post-effective amendment that contains a form of prospectus shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and this offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

   The registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Act.

   The registrant hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

                                     II-5

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 13th day of
November, 2001.

                                          AIRGATE PCS, INC.

                                                  /S/ BARBARA L. BLACKFORD
                                          By:__________________________________
                                                    Barbara L. Blackford
                                              Vice President, General Counsel
                                                  and Corporate Secretary

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

        Signature                      Title                      Date
        ---------                      -----                      ----

             *          President, Chief Executive Officer  November 13, 2001
  --------------------- and Director (Principal Executive
   Thomas M. Dougherty  Officer)

  /S/ ALAN B. CATHERALL Chief Financial Officer             November 13, 2001
  --------------------- (Principal Financial and Accounting
    Alan B. Catherall   Officer)

             *          Director                            November 13, 2001
  ---------------------
  Bernard A. Bianchino

             *          Director                            November 13, 2001
  ---------------------
     John R. Dillon

             *          Director                            November 13, 2001
  ---------------------
    Robert A. Ferchat

             *          Director                            November 13, 2001
  ---------------------
    Sidney E. Harris

             *          Director                            November 13, 2001
  ---------------------
   Barry J. Schiffman

                           */S/ BARBARA L. BLACKFORD
_______________________________________________________________________________
                            With Authority Pursuant
                            to a Power-of-Attorney

                                     II-6

<PAGE>

                                 EXHIBIT INDEX

   The following documents are filed herewith or incorporated herein by
reference.

<TABLE>
<CAPTION>
Exhibit
Number  Description
------  -----------
<C>     <S>

 *1.1   Form of Underwriting Agreement (Debt Securities)

 *1.2   Form of Underwriting Agreement (Common Stock)

  3.1   Amended and Restated Certificate of Incorporation of AirGate PCS, Inc. (Incorporated by reference
        to Exhibit 3.1 to the quarterly report on Form 10-Q filed by the company with the Commission on
        August 14, 2000 for the quarter ended June 30, 2000 (SEC File No. 000-27455))

  3.2   Amended and Restated Bylaws of AirGate PCS, Inc. (Incorporated by reference to Exhibit 3.2 to the
        Registration Statement on Form S-1/A filed by the company with the Commission on June 15, 1999
        (SEC File Nos. 333-79189-02 and 333-79189-01))

 *3.3   Form of Certificate of Designations for issuance of Preferred Stock, $0.01 par value per share of
        AirGate PCS, Inc.

  4.1   Form of Senior Indenture

  4.2   Form of Subordinated Indenture

  4.3   Form of stock certificate representing shares of Common Stock, $0.01 par value per share of AirGate
        PCS, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed
        by AirGate PCS, Inc. on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

 *4.4   Form of stock certificate representing shares of Preferred Stock, $0.01 par value per share of AirGate
        PCS, Inc.

 *4.5   Form of Senior Debt Security

 *4.6   Form of Subordinated Debt Security

  5.1   Opinion of Winston & Strawn

 23.1   Consent of Winston & Strawn (included in Exhibit 5.1)

 23.2   Consent of KPMG LLP

 23.3   Consent of Deloitte & Touche LLP

 24.1   Powers of Attorney

  *25   Statement of Eligibility of Trustee on Form T-1
</TABLE>
--------
  *To be filed by amendment or incorporated by reference in connection with the
   offering of offered securities, as appropriate.

                                     II-7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>dex41.txt
<DESCRIPTION>FORM OF SENIOR INDENTURE
<TEXT>
<PAGE>

                                                                     Exhibit 4.1
================================================================================







                                AIRGATE PCS, INC.
                                    as ISSUER




                              ____________________

                                SENIOR INDENTURE



                     Dated as of ___________________________

                              ____________________




                              ____________________


                                [NAME OF TRUSTEE]

                                   as TRUSTEE

                              ____________________


================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions. ..............................................  1
Section 1.02.     Other Definitions. ........................................  6
Section 1.03.     Incorporation by Reference of Trust Indenture Act. ........  6
Section 1.04.     Rules of Construction. ....................................  6

                                   ARTICLE 2
                                   THE NOTES

Section 2.01.     Issuable In Series. .......................................  7
Section 2.02.     Execution and Authentication. .............................  7
Section 2.03.     Registrar and Paying Agent. ...............................  7
Section 2.04.     Paying Agent to Hold Money in Trust. ......................  8
Section 2.05.     Holder Lists. .............................................  8
Section 2.06.     Transfer and Exchange. ....................................  8
Section 2.07.     Replacement Notes. ........................................ 11
Section 2.08.     Outstanding Notes. ........................................ 11
Section 2.09.     Treasury Notes. ........................................... 11
Section 2.10.     Temporary Notes. .......................................... 11
Section 2.11.     Cancellation. ............................................. 12
Section 2.12.     Defaulted Interest. ....................................... 12

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee. ....................................... 12
Section 3.02.     Selection of Notes to Be Redeemed. ........................ 12
Section 3.03.     Notice of Redemption. ..................................... 13
Section 3.04.     Effect of Notice of Redemption. ........................... 13
Section 3.05.     Deposit of Redemption Price. .............................. 13
Section 3.06.     Notes Redeemed in Part. ................................... 14

                                   ARTICLE 4
                                   COVENANTS

Section 4.01.     Payment of Notes. ......................................... 15
Section 4.02.     Maintenance of Office or Agency. .......................... 15
Section 4.03.     Commission Reports and Reports to Holders. ................ 15
Section 4.04.     Compliance Certificate. ................................... 16
Section 4.05.     Taxes. .................................................... 16
Section 4.06.     Stay, Extension and Usury Laws. ........................... 16
Section 4.07.     Corporate Existence. ...................................... 17

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets. ................. 17
Section 5.02.     Successor Corporation Substituted. ........................ 17
</TABLE>

================================================================================

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default ........................................  18
Section 6.02.     Acceleration .............................................  19
Section 6.03.     Other Remedies............................................  19
Section 6.04.     Waiver of Past Defaults...................................  20
Section 6.05.     Control by Majority.......................................  20
Section 6.06.     Limitation on Suits.......................................  20
Section 6.07.     Rights of Holders of Notes to Receive Payment.............  20
Section 6.08.     Collection Suit by Trustee................................  21
Section 6.09.     Trustee May File Proofs of Claim..........................  21
Section 6.10.     Priorities................................................  21
Section 6.11.     Undertaking for Costs.....................................  22

                                    ARTICLE 7
                                    TRUSTEE

Section 7.01.     Duties of Trustee.........................................  22
Section 7.02.     Rights of Trustee.........................................  23
Section 7.03.     Individual Rights of Trustee..............................  23
Section 7.04.     Trustee's Disclaimer......................................  24
Section 7.05.     Notice of Defaults........................................  24
Section 7.06.     Reports by Trustee to Holders of the Notes................  24
Section 7.07.     Compensation and Indemnity................................  24
Section 7.08.     Replacement of Trustee....................................  25
Section 7.09.     Successor Trustee by Merger, etc..........................  26
Section 7.10.     Eligibility; Disqualification.............................  26
Section 7.11.     Preferential Collection of Claims Against Company.........  26

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance..  26
Section 8.02.     Legal Defeasance and Discharge............................  27
Section 8.03.     Covenant Defeasance.......................................  27
Section 8.04.     Conditions to Legal or Covenant Defeasance................  27
Section 8.05.     Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.....................  29
Section 8.06.     Repayment to Company......................................  29
Section 8.07.     Reinstatement.............................................  29

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes.......................  30
Section 9.02.     With Consent of Holders of Notes..........................  30
Section 9.03.     Compliance with Trust Indenture Act.......................  31
Section 9.04.     Revocation and Effect of Consents.........................  32
Section 9.05.     Notation on or Exchange of Notes..........................  32
Section 9.06.     Trustee to Sign Amendments, etc...........................  32
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>

                                   ARTICLE 10
                             [INTENTIONALLY OMITTED]

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

Section 11.01.    Subsidiary Guarantee ...................................... 32
Section 11.02.    Limitation on Subsidiary Guarantor Liability .............. 33

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls .............................. 34
Section 12.02.    Notices ................................................... 34
Section 12.03.    Communication by Holders of Notes with Other
                  Holders of Notes .......................................... 35
Section 12.04.    Certificate and Opinion as to Conditions Precedent ........ 35
Section 12.05.    Statements Required in Certificate or Opinion ............. 35
Section 12.06.    Rules by Trustee and Agents ............................... 36
Section 12.07.    No Personal Liability of Directors, Officers,
                  Employees and Stockholders ................................ 36
Section 12.08.    Governing Law ............................................. 36
Section 12.09.    No Adverse Interpretation of Other Agreements ............. 36
Section 12.10.    Successors ................................................ 36
Section 12.12.    Severability .............................................. 36
Section 12.12.    Counterpart Originals ..................................... 36
Section 12.13.    Table of Contents, Headings, etc. ......................... 37
</TABLE>

                                      iii

<PAGE>

         SENIOR INDENTURE dated as of _______________ among AirGate PCS, Inc., a
Delaware corporation (the "Company"), the Subsidiary Guarantors listed on the
signature page hereto and [Name of Trustee], as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the [Title of
Senior Debt Securities] (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

         "Additional Notes" means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Section 2.02 and subject
to compliance with Article 4 hereof, as part of the same series as the Initial
Notes.

         "Affiliate" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

         "Business Day" means any day other than a Legal Holiday.

         "Closing Date" means the date on which the Notes are originally issued
under the Indenture.

         "Company" means AirGate PCS, Inc., a Delaware corporation.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

<PAGE>

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Default" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Article 2 hereof.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a resolution of the Board of Directors.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. All ratios and computations contained or referred
to in the Indenture shall be computed in conformity with GAAP applied on a
consistent basis.

         "Global Notes" means, individually and collectively, the Global Notes
issued in accordance with Article 2 hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(f),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person: (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                                       2

<PAGE>
         "Holder" means a Person in whose name a Note is registered.

         "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided that
neither the accrual of interest nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication): (i) all indebtedness of such Person for
borrowed money; (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations described in this definition) entered into
in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if drawn upon, to the extent such drawing is
reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit); (iv)
all obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the completion of such services, except trade payables; (v) all capitalized
lease obligations; (vi) all Indebtedness of other Persons secured by a Lien on
any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be the lesser of (A)
the Fair Market Value of such asset at such date of determination and (B) the
amount of such Indebtedness; (vii) all Indebtedness of other Persons Guaranteed
by such Person to the extent such Indebtedness is Guaranteed by such Person; and
(viii) to the extent not otherwise included in this definition, obligations
under Currency Agreements and Interest Rate Agreements. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided (A) that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP, (B) that money borrowed and set aside at the time of
the Incurrence of any Indebtedness in order to prefund the payment of the
interest on such Indebtedness shall not be deemed to be "Indebtedness" so long
as such money is held to secure the payment of such interest and (C) that
Indebtedness shall not include any liability for federal, state, local or other
taxes.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the initial $__________ aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.

                                       3

<PAGE>

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (inducing, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest).

         "Notes" has the meaning assigned to it in the preamble to this
Indenture, and shall include the Initial Notes and the Additional Notes, which
shall be treated as a single class for all purposes under this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, the Secretary or any Vice-President of
such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that, together with its Subsidiaries: (i) for the most recent fiscal
year of the Company, accounted for more than 10% of the

                                       4

<PAGE>

consolidated revenues of the Company and its Subsidiaries or (ii) as of the end
of such fiscal year, was the owner of more than 10% of the consolidated assets
of the Company and its Subsidiaries, all as set forth on the most recently
available consolidated financial statements of the Company for such fiscal year.

         "Stated Maturity" means (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable and (ii) with respect to
any scheduled installment of principal of or interest on any debt security, the
date specified in such debt security as the fixed date on which such installment
is due and payable.

         "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person

         "Subsidiary Guarantee" means any Guarantee by each Subsidiary Guarantor
of the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

         "Subsidiary Guarantors" means any Subsidiary of the Company that
guarantees the Company's obligations with respect to the Notes or this
Indenture.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U. S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U. S. Government Obligation or the specific payment of interest
on or principal of the U.S. Governmental Obligation evidenced by such depository
receipt.

         "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
 Securities Act.

Section 1.02.  Other Definitions.

                                                                     Defined in
         Term                                                         Section
         ----                                                          -------
         "Authentication Order" .....................................   2.02
         "Covenant Defeasance" ......................................   8.03
         "Event of Default" .........................................   6.01
         "Legal Defeasance" .........................................   8.02
         "Paying Agent" .............................................   2.03

                                       5

<PAGE>
                                                                    Defined in
       Term                                                          Section
       ----                                                          -------
       "Registrar" ................................................   2.03


Section 1.03.  Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Subsidiary Guarantors, respectively, and any successor obligor upon the
Notes and the Subsidiary Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04.  Rules of Construction.

         Unless the context otherwise requires:

         (a)   a term has the meaning assigned to it;

         (b)   an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (c)   "or" is not exclusive;

         (d)   words in the singular include the plural, and in the plural
include the singular;

         (e)   provisions apply to successive events and transactions; and

         (f)   references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

                                       6

<PAGE>

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.  Issuable in Series.

         The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited. All Notes shall be identical except
as may be set forth in a resolution of the Board of Directors of the Company, a
supplemental indenture of an Officers' Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the
case of Notes to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Notes shall be equally and
ratably entitled to the benefits of the Indenture.

         Each Global Note shall represent such of the outstanding Notes as shall
be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02.  Execution and Authentication.

         An Officer shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form. If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid. A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture. The Trustee shall, upon a written order of
the Company signed by an Officer (an "Authentication Order"), authenticate Notes
for original issue. The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03.  Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Company may act as its own Registrar or Paying Agent. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

                                       7

<PAGE>

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.  Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

Section 2.05.  Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06.  Transfer and Exchange.

         (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

                                       8

<PAGE>

         (b)   Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in any Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in a Global Note.

         (c)   Transfer of Beneficial Interests in Global Notes to Definitive
Notes. If any holder of a beneficial interest in a Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
section shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Person in whose names such Notes are registered.

         (d)   Transfer and Exchange of Definitive Notes for Beneficial
Interests. A Holder of a Definitive Note may exchange such Note for a beneficial
interest in a Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Global Notes.

         (e)   Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

         (f)   Legends. The following legend shall appear on the face of all
Global Notes issued under this Indenture unless specifically stated otherwise in
the applicable provisions of this Indenture.

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AIRGATE PCS, INC."

         (g)   Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has

                                       9

<PAGE>

been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

         (h)    General Provisions Relating to Transfers and Exchanges.

                (i)    To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                (ii)   No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, and 9.05 hereof).

                (iii)  The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole.

                (iv)   All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                (v)    The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                (vi)   Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                (vii)  The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                                       10

<PAGE>

Section 2.07.     Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08.     Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note. If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. If the principal amount of any
Note is considered paid under Section 4.01 hereof, it ceases to be outstanding
and interest on it ceases to accrue. If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes shall be deemed to be no longer outstanding
and shall cease to accrue interest.

Section 2.09.     Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, amendment, supplement, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, amendment, supplement, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.

Section 2.10.     Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

                                       11

<PAGE>

Ssction 2.11.     Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12.     Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

     In addition to Section 3.07 hereof, the Company may, with respect to any
Notes, reserve the right to redeem and pay the Notes or may covenant to redeem
and pay the Notes or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Notes. If a Series of Notes
is redeemable and the Company wants or is obligated to redeem prior to the
Stated Maturity thereof all or part of the Notes pursuant to the Terms of such
Notes, it shall notify the Trustee of the redemption date and the principal
amount of Notes to be redeemed. The Company shall give the notice at least 45
days before the redemption date (or such shorter notice as may be acceptable to
the Trustee).

Section 3.02.     Selection of Notes to Be Remedeed.

     If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except

                                       12

<PAGE>

that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03.     Notice of Redemption.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.


     The notice shall identify the Notes to be redeemed and shall state:

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

     (d) the name and address of the Paying Agent;

     (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee pursuant to Section 3.01, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.     Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05.     Deposit of Redemption Price.

     One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any

                                       13

<PAGE>

money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06.     Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.     Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

Section 4.02.     Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

                                       14

<PAGE>

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

Section 4.03.     Commission Reports and Reports to Holders.

     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of Notes (i)
all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports, in each
case, within the time periods specified in the SEC's rules and regulations. In
addition, whether or not required by the rules and regulations of the SEC, the
Company shall file a copy of all such information and reports with the SEC for
public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA (S) 314(a).

Section 4.04.     Compliance Certificate.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

                                       15

<PAGE>

Section 4.05.     Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06.     Stay, Extension and Usery Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

Section 4.07.     Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.

     The Company will not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to any Person or permit any Person to merge with
or into the Company unless: (i) the Company shall be the continuing Person, or
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or that acquired or leased such property and assets
of the Company shall be a corporation organized and validly existing under the
laws of the United States of America or any jurisdiction thereof and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, all of the obligations of the Company on all of the Notes and under the
Indenture; and (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

                                       16

<PAGE>

Section 5.02.     Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default

     Each of the following constitutes an Event of Default:

     (a) default in the payment of principal of or premium, if any, on any Note
when the same becomes due and payable at maturity, upon acceleration, redemption
or otherwise;

     (b) default in the payment of interest on any Note when the same becomes
due and payable, and such default continues for a period of 30 days;

     (c) failure by the Company or any of its Subsidiaries to comply with the
provisions of Section 5.01 hereof;

     (d) failure by the Company or any of its Subsidiary Guarantors to observe
or perform any covenant or agreement in this Indenture or the Notes (other than
a default under clause (a), (b), or (c) of this Section 6.01) for 30 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class;

     (e) the occurrence with respect to any issue or issues of Indebtedness of
the Company or any Significant Subsidiary having an outstanding principal amount
of $_____ million or more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall hereafter be created, (i)
an event of default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (ii) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;

                                       17

<PAGE>

of 60 consecutive days following entry of the final judgment or order that
causes the aggregate amount for all such final judgments or orders outstanding
and not paid or discharged against all such Persons to exceed $___ million
during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect;

     (f) a court having jurisdiction in the premises enters a decree or order
for (A) relief in respect of the Company or any Significant Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 30 consecutive days;

     (g) the Company or any Significant Subsidiary (A) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors; or

     (h) except as permitted by the Indenture, any Subsidiary Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Subsidiary Guarantor, or
any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm
its obligations under its Subsidiary Guarantee.

Section 6.02.     Acceleration

     If an Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01 that occurs with respect to the Company) occurs and
is continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes, then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal of, premium, if any,
and accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
of Section 6.01 has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default triggering
such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied
or cured by the Company or the relevant Significant Subsidiary or waived by the
holders of the relevant Indebtedness within 60 days after the declaration of
acceleration with respect thereto. If an Event of Default specified in clause
(g) or (h) of Section 6.01 occurs with respect to the Company, the principal of,
premium, if any, and accrued interest on the Notes then outstanding shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of at least a majority
in principal amount of the outstanding Notes by written notice to the Company
and to the Trustee, may waive all past defaults and rescind and annul a
declaration of acceleration and its consequences if (i) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
accrued interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

                                       18

<PAGE>

Section 6.03.  Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.  Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06.  Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

     (a)  the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b)  the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

     (c)  such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d)  the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e)  during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

                                       19

<PAGE>

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.


Section 6.07.  Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08.  Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.  Priorities.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

                                       20

<PAGE>
          First: to the Trustee, its agents and attorneys for amounts due under
     Sections 6.08 and 7.07 hereof, including payment of all compensation,
     expense and liabilities incurred, and all advances made, by the Trustee and
     the costs and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium, if any, and interest, ratably, without preference
     or priority of any kind, according to the amounts due and payable on the
     Notes for principal, premium, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.  Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  Duties of Trustee.

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b)  Except during the continuance of an Event of Default:

          (i)   the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they appear on their face to conform to the requirements of
     this Indenture.

                                       21

<PAGE>

    (c)   The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i)   this paragraph does not limit the effect of paragraph (b) of
     this Section;

          (ii)  the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02.  Rights of Trustee.

     (a)  The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c)  The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d)  The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f)  The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

                                       22

<PAGE>

Section 7.03.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee has or acquires any conflicting interest within the
meaning of the TIA and the Notes are in default, it must eliminate such conflict
within 90 days if the default to which such conflicting interest relates has not
been cured or duly waived or otherwise eliminated before the end of such 90-day
period, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

Section 7.04.  Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes, a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA (S) 313(a) (but if no event described in TIA (S)
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA (S) 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07.  Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder or as
agreed to in writing from time to time. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements,

                                       23

<PAGE>

advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation for
ordinary and extraordinary services, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent; provided that the Company will not be required to pay such
fees and expenses if it assumes the Trustee's defense and there is no conflict
of interest between the Company and the Trustee in connection with such defense.
The Company need not reimburse any expense or indemnify any loss or liability to
the extent incurred by the Trustee through its gross negligence, bad faith or
willful misconduct.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable.

Section 7.08.  Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

     (a)  the Trustee fails to comply with Section 7.10 hereof;

     (b)  the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

                                       24

<PAGE>

     (c)  a custodian or public officer takes charge of the Trustee or its
property; or

     (d)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09.  Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10.  Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b).

Section 7.11.  Preferential Collection Of CLaims Against Company.

     The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                       25

<PAGE>
                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02.     Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, interest, and premium, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's and the Subsidiary
Guarantors' obligations in connection therewith and (d) this Article 8. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

Section 8.03.     Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.04 and 4.07 hereof
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and
the Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, amendment, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

                                       26

<PAGE>

Section 8.04.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a)  the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

     (b)  in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c)  in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d)  no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article 8 concurrently with
such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned,
at any time in the period ending on the 91st day after the date of deposit;

     (e)  such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f)  the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that, assuming no intervening bankruptcy of the Company or any
Subsidiary between the date of deposit and the 91st day following the deposit
and assuming that no Holder is an "insider" of the Company under applicable
bankruptcy law, after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

     (g)  the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors

                                       27

<PAGE>

of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and

     (h)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Company.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

                                       28

<PAGE>

Section 8.07.  Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

     (a)  cure any ambiguity, defect or inconsistency in the Indenture; provided
that such amendments do not adversely affect the interests of the Holders in any
material respect;

     (b)  comply with the provisions of Article 5 hereof;

     (c)  comply with any requirements of the SEC in connection with the
qualification of the Indenture under the Trust Indenture Act;

     (d)  evidence and provide for the acceptance of appointment by a successor
Trustee; or

     (e)  make any change that, in the good faith opinion of the Board of
Directors, does not materially and adversely affect the rights of any Holder;

     (f)  to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially and adversely affect
the rights of any Holder; or

     (g)  to allow any Subsidiary Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

                                       29

<PAGE>

Section 9.02.  With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium, if any, or interest on
the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

     (a)  change the Stated Maturity of the principal of, or any installment of
interest on, any Note;

     (b)  reduce the principal amount of, or premium, if any, or interest on,
any Note;

     (c)  change the place or currency of payment of principal of, or premium,
if any, or interest on, any Note;

     (d)  impair Holders' right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption, on or
after the date of such redemption) of any Note;

     (e)  waive a Default or Event of Default in the payment of principal of or
premium or interest on the Notes (except a rescission of acceleration of the
Notes by the Holders of at least a majority in

                                       30

<PAGE>

aggregate principal amount of the then outstanding Notes (including Additional
Notes, if any) and a waiver of the payment default that resulted from such
acceleration); or

     (f)  reduce the principal amount or percentage of Notes whose Holders must
consent to an amendment, supplement or waiver hereunder.

Section 9.03.  Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

Section 9.04.  Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange Of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                       31

<PAGE>

                                   ARTICLE 10
                             [INTENTIONALLY OMITTED]

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

Section 11.01. Subsidiary Guarantee.

     Subject to this Article 11, each of the Subsidiary Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     The Subsidiary Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Subsidiary Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.

     Each Subsidiary Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this

                                       32

<PAGE>

Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.

Section 11.02. Limitation on Subsidiary Guarantor Liability.

     Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Subsidiary Guarantor will, after
giving effect to such maximum amount and all other contingent and fixed
liabilities of such Subsidiary Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under this Article 11, result
in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
not constituting a fraudulent transfer or conveyance.

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA (S)318(c), the imposed duties shall control.

Section 12.02. Notices.

     Any notice or communication by the Company, any Subsidiary Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

     If to the Company and/or any Subsidiary Guarantor:

     AirGate PCS, Inc.
     233 Peachtree Street NE
     Suite 1700
     Atlanta, Georgia 30303
     Telecopier No.: (404) 525-7922
     Attention: General Counsel

                                       33

<PAGE>

     With a copy to:

     Winston & Strawn
     35 West Wacker Drive
     Chicago, IL  60601

     Telecopier No.: (312) 558-5700
     Attention: Robert F. Wall

     If to the Trustee:

     _________________________
     _________________________
     _________________________
     _________________________
     _________________________
     _________________________
     _________________________

     The Company, any Subsidiary Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S)312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)312
(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

                                       34

<PAGE>

     (a)  an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b)  an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

     (a)  a statement that the Person making such certificate or opinion has
read such covenant or condition;

     (b)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c)  a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     (d)  a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 12.06. Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Notes, the Subsidiary Guarantees, this Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

Section 12.08. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                                       35

<PAGE>

Section 12.09. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Subsidiary Guarantor in this Indenture shall
bind its successors.

Section 12.12. Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13. Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 12.14. Table of Contents, Headings, Etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       36

<PAGE>

                                   SIGNATURES
                                   ----------

Dated as of ___________                  AIRGATE PCS, INC.


                                         By:________________________________
                                            Name:
                                            Title:


                                         [SUBSIDIARY GUARANTORS]


                                         By:________________________________
                                            Name:
                                            Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>dex42.txt
<DESCRIPTION>FORM OF SUBORDINATED INDENTURE
<TEXT>
<PAGE>

                                                                     Exhibit 4.2
================================================================================

                                AIRGATE PCS, INC.
                                    as ISSUER

                              ____________________

                             SUBORDINATED INDENTURE


                     Dated as of ___________________________
                              ____________________




                              ____________________

                                [NAME OF TRUSTEE]
                                   as TRUSTEE
                              ____________________

================================================================================


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                                    <C>
Section 1.01.  Definitions.............................................................   1
Section 1.02.  Other Definitions.......................................................   6
Section 1.03.  Incorporation by Reference of Trust Indenture Act.......................   7
Section 1.04.  Rules of Construction...................................................   7

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.  Issuable In Series......................................................   7
Section 2.02.  Execution and Authentication............................................   8
Section 2.03.  Registrar and Paying Agent..............................................   8
Section 2.04.  Paying Agent to Hold Money in Trust.....................................   8
Section 2.05.  Holder Lists............................................................   9
Section 2.06.  Transfer and Exchange...................................................   9
Section 2.07.  Replacement Notes.......................................................  11
Section 2.08.  Outstanding Notes.......................................................  12
Section 2.09.  Treasury Notes..........................................................  12
Section 2.10.  Temporary Notes.........................................................  12
Section 2.11.  Cancellation............................................................  12
Section 2.12.  Defaulted Interest......................................................  13

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee......................................................  13
Section 3.02.  Selection of Notes to Be Redeemed.......................................  13
Section 3.03.  Notice of Redemption....................................................  13
Section 3.04.  Effect of Notice of Redemption..........................................  14
Section 3.05.  Deposit of Redemption Price.............................................  14
Section 3.06.  Notes Redeemed in Part..................................................  15

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.  Payment of Notes........................................................  15
Section 4.02.  Maintenance of Office or Agency.........................................  16
Section 4.03.  Commission Reports and Reports to Holders...............................  16
Section 4.04.  Compliance Certificate..................................................  16
Section 4.05.  Taxes...................................................................  17
Section 4.06.  Stay, Extension and Usury Laws..........................................  17
Section 4.07.  Corporate Existence.....................................................  17

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets................................  18
Section 5.02.  Successor Corporation Substituted.......................................  18
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                              Page

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES
<S>                                                                                           <C>
Section 6.01.  Events of Default.............................................................   18
Section 6.02.  Acceleration..................................................................   20
Section 6.03.  Other Remedies................................................................   20
Section 6.04.  Waiver of Past Defaults.......................................................   20
Section 6.05.  Control by Majority...........................................................   21
Section 6.06.  Limitation on Suits...........................................................   21
Section 6.07.  Rights of Holders of Notes to Receive Payment.................................   21
Section 6.08.  Collection Suit by Trustee....................................................   21
Section 6.09.  Trustee May File Proofs of Claim. ............................................   21
Section 6.10.  Priorities....................................................................   22
Section 6.11.  Undertaking for Cost..........................................................   22

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  Duties of Trustee.............................................................   23
Section 7.02.  Rights of Trustee.............................................................   24
Section 7.03.  Individual Rights of Trustee..................................................   24
Section 7.04.  Trustee's Disclaimer..........................................................   24
Section 7.05.  Notice of Defaults............................................................   25
Section 7.06.  Reports by Trustee to Holders of the Notes....................................   25
Section 7.07.  Compensation and Indemnity....................................................   25
Section 7.08.  Replacement of Trustee........................................................   26
Section 7.09.  Successor Trustee by Merger, etc..............................................   27
Section 7.10.  Eligibility; Disqualification.................................................   27
Section 7.11.  Preferential Collection of Claims Against Company.............................   27

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance......................   27
Section 8.02.  Legal Defeasance and Discharge................................................   27
Section 8.03.  Covenant Defeasance...........................................................   28
Section 8.04.  Conditions to Legal or Covenant Defeasance....................................   28
Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other
               Miscellaneous Provisions......................................................   29
Section 8.06.  Repayment to Company..........................................................   30
Section 8.07.  Reinstatement.................................................................   30

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes...........................................   31
Section 9.02.  With Consent of Holders of Notes..............................................   31
Section 9.03.  Compliance with Trust Indenture Act...........................................   32
Section 9.04.  Revocation and Effect of Consents.............................................   33
Section 9.05.  Notation on or Exchange of Notes..............................................   33
Section 9.06.  Trustee to Sign Amendments, etc...............................................   33
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Page

                                   ARTICLE 10
                                  SUBORDINATION
<S>                                                                                                <C>
Section 10.01.  Agreement to Subordinate..........................................................   33
Section 10.02.  Liquidation; Dissolution; Bankruptcy..............................................   33
Section 10.03.  Default on Designated Senior Indebtedness.........................................   34
Section 10.04.  Acceleration of Notes.............................................................   35
Section 10.05.  When Distribution Must Be Paid Over...............................................   35
Section 10.06.  Notice by Company.................................................................   35
Section 10.07.  Subrogation.......................................................................   35
Section 10.08.  Relative Rights...................................................................   36
Section 10.09.  Subordination May Not Be Impaired by Company......................................   36
Section 10.10.  Distribution or Notice to Representative..........................................   36
Section 10.11.  Rights of Trustee and Paying Agent................................................   37
Section 10.12.  Authorization to Effect Subordination.............................................   37
Section 10.13.  Amendments........................................................................   37

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

Section 11.01.  Subsidiary Guarantee..............................................................   37
Section 11.02.  Subordination of Subsidiary Guarantee.............................................   38
Section 11.03.  Limitation on Subsidiary Guarantor Liability......................................   38

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01.  Trust Indenture Act Controls......................................................   39
Section 12.02.  Notices...........................................................................   39
Section 12.03.  Communication by Holders of Notes with Other Holders of Notes.....................   40
Section 12.04.  Certificate and Opinion as to Conditions Precedent................................   40
Section 12.05.  Statements Required in Certificate or Opinion.....................................   40
Section 12.06.  Rules by Trustee and Agents.......................................................   41
Section 12.07.  No Personal Liability of Directors, Officers, Employees and Stockholders..........   41
Section 12.08.  Governing Law.....................................................................   41
Section 12.09.  No Adverse Interpretation of Other Agreements.....................................   41
Section 12.10.  Successors........................................................................   41
Section 12.12.  Severability......................................................................   41
Section 12.12.  Counterpart Originals.............................................................   41
Section 12.13.  Table of Contents, Headings, etc..................................................   42
</TABLE>

                                      iii

<PAGE>


     SUBORDINATED INDENTURE dated as of _______________ among AirGate PCS, Inc.,
a Delaware corporation (the "Company"), the Subsidiary Guarantors listed on the
signature page hereto and [Name of Trustee], as trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the [Title of
Subordinated Debt Securities] (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.   Definitions.

     "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Section 2.02 and subject to
compliance with Article 4 hereof, as part of the same series as the Initial
Notes.

     "Affiliate" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary that apply to such transfer or exchange.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

     "Business Day" means any day other than a Legal Holiday.

     "Closing Date" means the date on which the Notes are originally issued
under the Indenture.

     "Company" means AirGate PCS, Inc., a Delaware corporation.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Facility" means the Credit Agreement dated the date of the
Indenture, among the Company, the Subsidiary Guarantors, and [_________], as
administrative agent bank and the lenders referred to therein, together with any
agreements, instruments and documents executed or delivered pursuant to or in
connection with such Credit Facility (including, without limitation, any
Guarantees and



<PAGE>

security documents), in each case as such Credit Facility or such agreements,
instruments or documents may be amended, supplemented, extended, renewed,
refinanced or otherwise modified from time to time.

     "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

     "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

     "Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Article 2 hereof.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Senior Indebtedness" means (i) any Indebtedness outstanding
under the Credit Facility (except that any Indebtedness which represents a
partial refinancing of Indebtedness theretofore outstanding pursuant to the
Credit Facility, rather than a complete refinancing thereof, shall only
constitute Designated Senior Indebtedness if such partial refinancing meets the
requirements of clause (ii) below) and (ii) any other Senior Indebtedness that,
at the date of determination, has an aggregate principal amount outstanding of
at least $__ million and that had been specifically designated by the Company as
"Designated Senior Indebtedness."

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" means the price that would be paid in an arm's-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors, whose determination shall be conclusive if
evidenced by a resolution of the Board of Directors.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained or referred to in
the Indenture shall be computed in conformity with GAAP applied on a consistent
basis.

     "Global Notes" means, individually and collectively, the Global Notes
issued in accordance with Article 2 hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(f), which
is required to be placed on all Global Notes issued under this Indenture.


                                       2

<PAGE>

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person: (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

     "Holder" means a Person in whose name a Note is registered.

     "Incur" means, with respect to any Indebtedness, to incur, create, issue,
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an "Incurrence" of Acquired Indebtedness; provided that neither the
accrual of interest nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.

     "Indebtedness" means, with respect to any Person at any date of
determination (without duplication): (i) all indebtedness of such Person for
borrowed money; (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations described in this definition) entered into
in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if drawn upon, to the extent such drawing is
reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit); (iv)
all obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the completion of such services, except trade payables; (v) all capitalized
lease obligations; (vi) all Indebtedness of other Persons secured by a Lien on
any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be the lesser of (A)
the Fair Market Value of such asset at such date of determination and (B) the
amount of such Indebtedness; (vii) all Indebtedness of other Persons Guaranteed
by such Person to the extent such Indebtedness is Guaranteed by such Person; and
(viii) to the extent not otherwise included in this definition, obligations
under Currency Agreements and Interest Rate Agreements. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided (A) that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP, (B) that money borrowed and set aside at the time of
the Incurrence of any Indebtedness in order to prefund the payment of the
interest on such Indebtedness shall not be deemed to be "Indebtedness" so long
as such money is held to secure the payment of such interest and (C) that
Indebtedness shall not include any liability for federal, state, local or other
taxes.

                                        3

<PAGE>

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means the initial $__________ aggregate principal amount of
Notes issued under this Indenture on the date hereof.

     "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (inducing, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof or any agreement to
give any security interest).

     "Notes" has the meaning assigned to it in the preamble to this Indenture,
and shall include the Initial Notes and the Additional Notes, which shall be
treated as a single class for all purposes under this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, the Secretary or any Vice-President of such
Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

                                        4

<PAGE>

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Indebtedness" means the following obligations of the Company or a
Subsidiary Guarantor, whether outstanding on the Closing Date or thereafter
Incurred: (i) all Indebtedness and all other monetary obligations (including,
without limitation, expenses, fees, principal, interest reimbursement
obligations under letters of credit and indemnities payable in connection
therewith) of the Company or a Subsidiary Guarantor under (or in respect of) the
Credit Facility or any Interest Rate Agreement or Currency Agreement relating to
the Indebtedness under the Credit Facility and (ii) all other Indebtedness and
all other monetary obligations of the Company or a Subsidiary Guarantor (other
than the Notes), including principal and interest on such Indebtedness, unless
such Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such Indebtedness is issued, is on a parity with, or
subordinated in right of payment to, the Notes or any Subsidiary Guarantee.

     "Senior Subordinated Obligations" means any principal of, premium, if any,
or interest on, or the redemption or the acquisition of, the Notes payable
pursuant to the terms of the Notes or the Subsidiary Guarantees or upon
acceleration, including any amounts received upon the exercise of rights of
rescission or other rights of action (including claims for damages) or
otherwise, to the extent relating to the redemption or purchase price of the
Notes and the Subsidiary Guarantees or amounts corresponding to such principal,
premium, if any, or interest on the Notes.

     "Significant Subsidiary" means, at any date of determination, any
Subsidiary that, together with its Subsidiaries: (i) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated revenues of
the Company and its Subsidiaries or (ii) as of the end of such fiscal year, was
the owner of more than 10% of the consolidated assets of the Company and its
Subsidiaries, all as set forth on the most recently available consolidated
financial statements of the Company for such fiscal year.

     "Stated Maturity" means (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable and (ii) with respect to
any scheduled installment of principal of or interest on any debt security, the
date specified in such debt security as the fixed date on which such installment
is due and payable.

     "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person

     "Subsidiary Guarantee" means any Guarantee by each Subsidiary Guarantor of
the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

                                        5

<PAGE>

     "Subsidiary Guarantors" means any Subsidiary of the Company that guarantees
the Company's obligations with respect to the Notes or this Indenture.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U. S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U. S. Government Obligation or the specific payment of interest
on or principal of the U.S. Governmental Obligation evidenced by such depository
receipt.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

Section 1.02.  Other Definitions.

                                                               Defined in
    Term                                                        Section
    ----                                                        -------
    "Authentication Order"...................................    2.02
    "Covenant Defeasance" ...................................    8.03
    "Event of Default" ......................................    6.01
    "Legal Defeasance" ......................................    8.02
    "Paying Agent" ..........................................    2.03
    "Payment Blockage Notice" ...............................   10.03
    "Registrar" .............................................    2.03


Section 1.03.  Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

                                        6

<PAGE>

     "obligor" on the Notes and the Subsidiary Guarantees means the Company and
the Subsidiary Guarantors, respectively, and any successor obligor upon the
Notes and the Subsidiary Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.04.  Rules of Construction.

     Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

     (c) "or" is not exclusive;

     (d) words in the singular include the plural, and in the plural include the
singular;

     (e) provisions apply to successive events and transactions; and

     (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.  Issuable in Series.

     The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited. All Notes shall be identical except
as may be set forth in a resolution of the Board of Directors of the Company, a
supplemental indenture of an Officers' Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the
case of Notes to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Notes shall be equally and
ratably entitled to the benefits of the Indenture.

     Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

                                        7

<PAGE>

Section 2.02. Execution and Authentication.

     An Officer shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form. If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid. A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture. The Trustee shall, upon a written order of
the Company signed by an Officer (an "Authentication Order"), authenticate Notes
for original issue. The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Company
may act as its own Registrar or Paying Agent. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and will notify the Trustee of any
default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                                        8

<PAGE>

Section 2.05. Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06. Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in any Global Note
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in a Global Note.

     (c) Transfer of Beneficial Interests in Global Notes to Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
section shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Person in whose names such Notes are registered.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A
Holder of a Definitive Note may exchange such Note for a beneficial interest in
a Global Note or transfer such

                                        9

<PAGE>

Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Global Note at any time. Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable Definitive
Note and increase or cause to be increased the aggregate principal amount of one
of the Global Notes.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

     (f) Legends. The following legend shall appear on the face of all Global
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AIRGATE PCS, INC."

     (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (h) General Provisions Relating to Transfers and Exchanges.

         (i)  To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

         (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the

                                       10

<PAGE>

     Company may require payment of a sum sufficient to cover any transfer tax
     or similar governmental charge payable in connection therewith (other than
     any such transfer taxes or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.10, 3.06, and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole.

          (iv)  All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Notes
     or Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (v)   The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     Interest Payment Date.

          (vi)  Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

Section 2.07. Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note. If a Note is replaced pursuant to

                                       11

<PAGE>

Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives
proof satisfactory to it that the replaced Note is held by a bona fide
purchaser. If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, amendment, supplement, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, amendment, supplement, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11. Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12. Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                       12

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                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

     In addition to Section 3.07 hereof, the Company may, with respect to
any Notes, reserve the right to redeem and pay the Notes or may covenant to
redeem and pay the Notes or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Notes. If a
Series of Notes is redeemable and the Company wants or is obligated to redeem
prior to the Stated Maturity thereof all or part of the Notes pursuant to the
Terms of such Notes, it shall notify the Trustee of the redemption date and the
principal amount of Notes to be redeemed. The Company shall give the notice at
least 45 days before the redemption date (or such shorter notice as may be
acceptable to the Trustee).

Section 3.02. Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

     The notice shall identify the Notes to be redeemed and shall state:

     (a)      the redemption date;

     (b)      the redemption price;

     (c)      if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

     (d)      the name and address of the Paying Agent;

                                       13

<PAGE>

     (e)      that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f)      that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

     (g)      the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

     (h)      that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee pursuant to Section 3.01, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05. Deposit of Redemption Price.

     One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                       14

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                                    ARTICLE 4
                                    COVENANTS

Section 4.01. Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

Section 4.02. Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03. Commission Reports and Reports to Holders.

     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of Notes (i)
all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports, in each
case, within the time periods specified in the SEC's rules and regulations. In
addition, whether or not required by the rules and regulations of the SEC, the
Company shall file a copy of all such information and reports with the SEC for
public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA (S) 314(a).

                                       15

<PAGE>

Section 4.04. Compliance Certificate.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05. Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

                                       16

<PAGE>

Section 4.07. Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

     The Company will not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to any Person or permit any Person to merge with
or into the Company unless: (i) the Company shall be the continuing Person, or
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or that acquired or leased such property and assets
of the Company shall be a corporation organized and validly existing under the
laws of the United States of America or any jurisdiction thereof and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, all of the obligations of the Company on all of the Notes and under the
Indenture; and (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02. Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                       17

<PAGE>

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default

        Each of the following constitutes an Event of Default:

        (a)   default in the payment of principal of or premium, if any, on any
Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise whether or not such payment is prohibited by Article 10;

        (b)   default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days
whether or not such payment is prohibited by Article 10;

        (c)   failure by the Company or any of its Subsidiaries to comply with
the provisions of Section 5.01 hereof;

        (d)   failure by the Company or any of the Subsidiary Guarantors to
observe or perform any covenant or agreement in this Indenture or the Notes
(other than a default under clause (a), (b), or (c) of this Section 6.01) for 30
days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class;

        (e)   the occurrence with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding principal
amount of $_____ million or more in the aggregate for all such issues of all
such Persons, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (ii) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;

        (f)   a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 30 consecutive days;

                                       18

<PAGE>

        (g)   the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors; or

        (h)   except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Subsidiary Guarantor,
or any Person acting on behalf of any Subsidiary Guarantor, shall deny or
disaffirm its obligations under its Subsidiary Guarantee.

Section 6.02. Acceleration

        If an Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 that occurs with respect to the Company)
occurs and is continuing under the Indenture, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes, then outstanding, by
written notice to the Company (and to the Trustee if such notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare the
principal of, premium, if any, and accrued interest on the Notes to be
immediately due and payable. Upon a declaration of acceleration, such principal
of, premium, if any, and accrued interest shall be immediately due and payable.
In the event of a declaration of acceleration because an Event of Default set
forth in clause (e) of Section 6.01 has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the
event of default triggering such Event of Default pursuant to clause (e) of
Section 6.01 shall be remedied or cured by the Company or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) of Section 6.01 occurs with
respect to the Company, the principal of, premium, if any, and accrued interest
on the Notes then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. The Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past defaults and rescind and annul a declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment of
the principal of, premium, if any, and accrued interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived
and (ii) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction.

Section 6.03. Other Remedies.

        If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

                                       19

<PAGE>

Section 6.04. Waiver of Past Defaults.

        Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

        Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06. Limitation on Suits.

        A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

        (a)   the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

        (b)   the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

        (c)   such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

        (d)   the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

        (e)   during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

        A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment.

        Notwithstanding any other provision of this Indenture, but subject to
Article 10 hereof, the right of any Holder of a Note to receive payment ofr
principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

                                       20

<PAGE>

Section 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

        If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

              First: to the Trustee, its agents and attorneys for amounts due
        under Sections 6.08 and 7.07 hereof, including payment of all
        compensation, expense and liabilities incurred, and all advances made,
        by the Trustee and the costs and expenses of collection;

              Second: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, premium, if any, and interest, ratably, without
        preference or priority of any kind, according to the amounts due and
        payable on the Notes for principal, premium, if any and interest,
        respectively; and

              Third: to the Company or to such party as a court of competent
        jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

                                       21

<PAGE>

Section 6.11. Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                    ARTICLE 7
                                     TRUSTEE

Section 7.01. Duties of Trustee.

        (a)   If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

        (b)   Except during the continuance of an Event of Default:

              (i)   the duties of the Trustee shall be determined solely by the
        express provisions of this Indenture and the Trustee need perform only
        those duties that are specifically set forth in this Indenture and no
        others, and no implied covenants or obligations shall be read into this
        Indenture against the Trustee; and

              (ii)  in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, the Trustee shall examine the certificates and
        opinions to determine whether or not they appear on their face to
        conform to the requirements of this Indenture.

        (c)   The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

              (i)   this paragraph does not limit the effect of paragraph (b) of
        this Section;

              (ii)  the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

              (iii) the Trustee shall not be liable with respect to any action
        it takes or omits to take in good faith in accordance with a direction
        received by it pursuant to Section 6.05 hereof.

        (d)   Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

                                       22

<PAGE>

         (e)  No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

         (f)  The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02. Rights of Trustee.

         (a)  The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c)  The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

Section 7.03. Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee has or acquires any conflicting interest within the
meaning of the TIA and the Notes are in default, it must eliminate such conflict
within 90 days if the default to which such conflicting interest relates has not
been cured or duly waived or otherwise eliminated before the end of such 90-day
period, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

                                       23

<PAGE>

Section 7.04. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes and the agent
bank under the Credit Facility (the "Agent Bank"), a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes. Any change in the identity or
address of the Agent Bank shall be effective only if the Trustee receives
written notice of the change, specifically providing that the change is
effective for any notices to the Agent Bank under the Indenture. If payment of
the Notes is accelerated because of an Event of Default, the Trustee shall
promptly notify the Agent Bank in accordance with this Section of such
acceleration.

Section 7.06. Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA (S) 313(a) (but if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA (S) 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

Section 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder or as
agreed to in writing from time to time. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation for ordinary and extraordinary services, disbursements and expenses
of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including

                                       24

<PAGE>

this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent; provided that the Company will not be required to pay such
fees and expenses if it assumes the Trustee's defense and there is no conflict
of interest between the Company and the Trustee in connection with such defense.
The Company need not reimburse any expense or indemnify any loss or liability to
the extent incurred by the Trustee through its gross negligence, bad faith or
willful misconduct.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

Section 7.08. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

         (a)  the Trustee fails to comply with Section 7.10 hereof;

         (b)  the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c)  a custodian or public officer takes charge of the Trustee or its
property; or

         (d)  the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee

                                       25

<PAGE>

         takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, Etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

Section 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                       26

<PAGE>

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, interest, and premium, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's and the Subsidiary
Guarantors' obligations in connection therewith and (d) this Article 8. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

Section 8.03. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.04 and 4.07 hereof
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and
the Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, amendment, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

                                       27
t

<PAGE>

Section 8.04. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a)  the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

         (b)  in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

         (c)  in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

         (d)  no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

         (e)  such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f)  the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that, assuming no intervening bankruptcy of the Company or
any Subsidiary between the date of deposit and the 91st day following the
deposit and assuming that no Holder is an "insider" of the Company under
applicable bankruptcy law, after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

         (g)  the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors

                                       28

<PAGE>

of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and

         (h)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

                                       29

<PAGE>

Section 8.07. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
applitcation, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Subsidiary Guarantees or the Notes without the consent of any Holder of a
Note:

         (a)  cure any ambiguity, defect or inconsistency in the Indenture;
provided that such amendments do not adversely affect the interests of the
Holders in any material respect;

         (b)  comply with the provisions of Article 5 hereof;

         (c) comply with any requirements of the SEC in connection with the
qualification of the Indenture under the Trust Indenture Act;

         (d)  evidence and provide for the acceptance of appointment by a
successor Trustee; or

         (e)  make any change that, in the good faith opinion of the Board of
Directors, does not materially and adversely affect the rights of any Holder;

         (f)  to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially and adversely affect
the rights of any Holder; or

         (g)  to allow any Subsidiary Guarantor to execute a supplemental
indenture and/or a Subsidiary Guarantee with respect to the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

                                       30

<PAGE>

Section 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Subsidiary Guarantees and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

         (a)  change the Stated Maturity of the principal of, or any installment
 of interest on, any Note;

         (b)  reduce the principal amount of, or premium, if any, or interest
on, any Note;

         (c)  change the place or currency of payment of principal of, or
 premium, if any, or interest on, any Note;

         (d)  impair Holders' right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption, on or
after the date of such redemption) of any Note;

         (e)  waive a Default or Event of Default in the payment of principal of
or premium or interest on the Notes (except a rescission of acceleration of the
Notes by the Holders of at least a majority in

                                       31

<PAGE>

aggregate principal amount of the then outstanding Notes (including Additional
Notes, if any) and a waiver of the payment default that resulted from such
acceleration);

         (f)  modify Article 10 in any manner adverse to the Holders; or

         (g)  reduce the principal amount or percentage of Notes whose Holders
must consent to an amendment, supplement or waiver hereunder.

Section 9.03. Compliance With Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation On or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                       32

<PAGE>

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the payment of the Senior Subordinated Obligations will, to the extent set forth
herein, be subordinated in right of payment to the prior payment in full, in
cash or cash equivalents, of all Obligations due in respect of existing and
future Senior Indebtedness (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

Section 10.02. Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

              (i)  holders of Senior Indebtedness will be entitled to receive
         payment in full in cash or cash equivalents of all Obligations due in
         respect of Senior Indebtedness (including, with respect to Designated
         Senior Indebtedness, any interest accruing after the commencement of
         any proceeding described below at the rate specified in the applicable
         Designated Senior Indebtedness whether or not interest is an allowed
         claim enforceable against the Company in such proceeding) before the
         Holders of Notes will be entitled to receive any payment on account of
         Senior Subordinated Obligations or any payment to acquire any of the
         Notes for cash, property or securities, or any distribution with
         respect to the Notes of any cash, property or securities (except that
         Holders of Notes may receive and retain payments made from the trust
         described in Article 8 hereof), in the event of any distribution to
         creditors of the Company: (1) in a liquidation or dissolution of the
         Company; (2) in a bankruptcy, reorganization, insolvency, receivership
         or similar proceeding relating to the Company or its property; (3) in
         an assignment for the benefit of creditors; or (4) in any marshaling of
         the Company's assets and liabilities.

              (ii) until all Obligations due with respect to Senior Indebtedness
         (including, with respect to Designated Senior Indebtedness, any
         interest accruing after the commencement of any proceeding described
         before at the rate specified in the applicable Designated Senior
         Indebtedness whether or not interest is an allowed claim enforceable
         against the Company in such proceeding) are paid in full in cash or
         cash equivalents, any such distribution to which Holders would be
         entitled shall be made to the holders of Senior Indebtedness (except
         that Holders may receive and retain payments made from the trust
         described in Article 8 hereof).

Section 10.03. Default On Designated Senior Indebtedness.

         (a)  The  Company and the Subsidiary Guarantors may not make any
payment in respect of any Senior Subordinated Obligations (except in (A)
Permitted Junior Securities or (B) from the trust described in Article 8 hereof)
nor may any amounts be set aside or deposited pursuant to Article 8 if:

              (i)  a payment default on Designated Senior Indebtedness
         occurs and is continuing beyond any applicable grace period; or

                                       33

<PAGE>

          (ii) any other default occurs and is continuing on any series of
     Designated Senior Indebtedness that permits holders of that series of
     Designated Senior Indebtedness to accelerate its maturity and the Trustee
     receives a notice of such default (a "Payment Blockage Notice") from the
     trustee or other representative for the holders of any Designated Senior
     Indebtedness, or the holders of at least a majority of the outstanding
     principal amount of such Designated Senior Indebtedness. No new Payment
     Blockage Notice may be delivered unless and until: (A) 360 days have
     elapsed since the delivery of the immediately prior Payment Blockage
     Notice; and (B) all scheduled payments of principal, interest and premium
     on the Notes that have come due have been paid in full in cash. No
     nonpayment default that existed or was continuing on the date of delivery
     of any Payment Blockage Notice to the Trustee shall be, or be made, the
     basis for a subsequent Payment Blockage Notice.

     (b) Payments on the Notes and the Subsidiary Guarantees may and shall be
resumed:

         (i)  in the case of a payment default, upon the date on which such
     default is cured or waived; and

         (ii) in case of a nonpayment default, the earlier of the date on which
     such nonpayment default is cured or waived or 179 days after the date on
     which the applicable Payment Blockage Notice is received.

Section 10.04. Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

Section 10.05. When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Senior Subordinated Obligations with respect to the Notes at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Indebtedness as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Indebtedness may have been issued,
as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Indebtedness remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of Holders
or the Company or any other Person money or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article 10, except if
such payment is made as a result of the willful misconduct or gross negligence
of the Trustee.

                                       34

<PAGE>

Section 10.06. Notice by Company.

     The Company shall promptly notify the Trustee, holders of Senior
Indebtedness and the Paying Agent of any facts known to the Company that would
cause a payment of any Senior Subordinated Obligations with respect to the Notes
to violate this Article 10, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 10.

Section 10.07. Subrogation.

     Subject to the payment in full, in cash or cash equivalents, of all
Senior Indebtedness, the Holders of Notes shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of
assets of the Company applicable to the Senior Indebtedness until all amounts
owing on the Notes shall be paid in full, in cash or cash equivalents, and for
the purpose of such subrogation no payments or distributions to the holders of
Senior Indebtedness by or on behalf of the Holders by virtue of this Article 10,
which otherwise would have been made to the Holders, shall, as between the
Company and the Holders, be deemed to be payment by the Company to holders or on
account of the Senior Indebtedness, it being understood that the provisions of
this Article 10 are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article 10 shall have been applied,
pursuant to the provisions of this Article 10, to the payment of all amounts
payable under the Senior Indebtedness, then the Holders shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount sufficient to pay all amounts payable under or in respect of the Senior
Indebtedness in full, in cash or cash equivalents.

Section 10.08. Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Indebtedness. Nothing in this Indenture shall:

          (i)   impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

          (ii)  affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior
     Indebtedness; or

          (iii) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Indebtedness to receive
     distributions and payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

                                       35

<PAGE>

Section 10.09.   Subordination May not Be Impaired By Company.

     No right of any holder of Senior Indebtedness to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

Section 10.10.   Distribution Or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10.

Section 10.11.   Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least two Business Days prior to the date of such payment written
notice of facts that would cause the payment of any Senior Subordinated
Obligations with respect to the Notes to violate this Article 10. Only the
Company or a Representative may give the notice. Nothing in this Article 10
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 10.12.   Authorization To Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13.   Amendments.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Indebtedness.

                                       36

<PAGE>

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

Section 11.01.   Subsidiary Guarantee.

     Subject to this Article 11, each of the Subsidiary Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     The Subsidiary Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Subsidiary Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.

     Each Subsidiary Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to
seek contribution from any non-paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Guarantee.

                                       37

<PAGE>

Section 11.02.   Subordination of Subsidiary Guarantee.

     The Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior
Indebtedness of such Subsidiary Guarantor on the same basis as the Notes are
junior and subordinated to Senior Indebtedness of the Company, as if and to the
same extent the same provisions were set out in this Article 11. For the
purposes of the foregoing sentence, but without limiting the generality thereof,
the Trustee and the Holders shall have the right to receive and/or retain
payments by any of the Subsidiary Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10 hereof, and are subject to the same turnover
provisions.

Section 11.03.   Limitation on Subsidiary Guarantor Liability.

     Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Subsidiary Guarantor will, after
giving effect to such maximum amount and all other contingent and fixed
liabilities of such Subsidiary Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under this Article 11, result
in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
not constituting a fraudulent transfer or conveyance.

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01.   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 12.02.   Notices.

     Any notice or communication by the Company, any Subsidiary Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

     If to the Company and/or any Subsidiary Guarantor:

     AirGate PCS, Inc.
     233 Peachtree Street NE
     Suite 1700
     Atlanta, Georgia 30303
     Telecopier No.: (404) 525-7922
     Attention: General Counsel

                                       38

<PAGE>

     With a copy to:

     Winston & Strawn
     35 West Wacker Drive
     Chicago, IL 60601
     Telecopier No.: (312) 558-5700
     Attention: Robert F. Wall

     If to the Trustee:

     _________________________
     _________________________
     _________________________
     _________________________
     _________________________
     _________________________
     _________________________

     The Company, any Subsidiary Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 12.03.   Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S) 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

                                       39

<PAGE>

Section 12.04.   Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:


     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 12.05.   Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 12.06.   Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07.   No Personal Liability of Directors, Officers, Employees and
                 Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Notes, the Subsidiary Guarantees, this Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

Section 12.08.   Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT

                                       40

<PAGE>

GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09.  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10.  Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Subsidiary Guarantor in this Indenture shall
bind its successors.

Section 12.12.  Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13.  Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 12.14.  Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       41

<PAGE>

                                   SIGNATURES
                                   ----------

Dated as of ___________                 AIRGATE PCS, INC.


                                        By:_________________________________
                                           Name:
                                           Title:


                                        [SUBSIDIARY GUARANTORS]


                                        By:_________________________________
                                           Name:
                                           Title:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF WINSTON & STRAWN
<TEXT>
<PAGE>


                                                                     Exhibit 5.1
                                                                     -----------

                        [LETTERHEAD OF WINSTON & STRAWN]

                                November 13, 2001

AirGate PCS, Inc.
233 Peachtree Street
Suite 1700
Atlanta, Georgia 30303


     Re:  AirGate PCS, Inc. Registration Statement on Form S-3
          ----------------------------------------------------

Dear Sir or Madam:

     We have acted as special counsel to AirGate PCS, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3, filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to (A) (i) shares of common stock,
$0.01 par value per share, of the Company (the "Common Stock"), (ii) shares of
preferred stock of the Company, $0.01 par value per share (the "Preferred
Stock"), (iii) debt securities of the Company (the "Debt Securities"), which may
be guaranteed (the "Guarantees") by substantially all of the present and future
wholly-owned domestic subsidiaries of the Company (the "Subsidiary Guarantors")
and (iv) warrants to purchase Common Stock, Preferred Stock or Debt Securities
(the "Warrants" and, together with the Common Stock, Preferred Stock and Debt
Securities, the "Registered Securities") for offering by the Company from time
to time, and (B) the up to 4,000,000 shares of Common Stock (the "Resale Common
Stock") to be resold by the selling stockholders (as such term is defined in the
Registration Statement (as defined below)) as set forth in the final prospectus
that forms a part of the Registration Statement, as defined below (the
"Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement"). As used in this opinion letter,
the term "Registration Statement" means, unless otherwise stated, such
Registration Statement, as amended when declared effective by the Commission
(including any necessary post-effective amendments thereto), the term
"Convertible Registered Securities" means any Registered Securities which are
convertible into, exchangeable for or exercisable for other Registered
Securities, and the term "Underlying Registered Securities" means any Registered
Securities which are issuable upon conversion, exchange or exercise of
Convertible Registered Securities.

     This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.


<PAGE>

     In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, in the form filed with the Commission and as
amended through the date hereof; (ii) the Certificate of Incorporation of the
Company, as currently in effect; (iii) the By-laws of the Company, as currently
in effect; (iv) the form of resolutions of the board of directors of the Company
relating to the filing of the Registration Statement (the "Resolutions") and (v)
the Merger Agreement dated August 28, 2001 (the "Merger Agreement") between the
Company and iPCS, Inc., a Delaware corporation ("iPCS"), pursuant to which the
Company has agreed to acquire iPCS through a merger (the "Merger") of a wholly
owned subsidiary of the Company and iPCS. We also have examined such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion letter, we have relied without independent verification
upon oral or written statements and representations of officers and other
representatives of the Company.

     Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof:

     1. Each series of Debt Securities and the Guarantees, if any, will be
validly issued and binding obligations of the Company and the Subsidiary
Guarantors when (i) the Registration Statement shall have become effective and
the indentures filed as Exhibit 4.1 and 4.2 to the Registration Statement,
including any necessary supplemental indenture, or any other indenture,
including any necessary supplemental indenture thereto, filed as an exhibit to
the Registration Statement, as the case may be (the applicable indenture, as so
filed and supplemented, the "Indenture"), shall have been qualified under the
Trust Indenture Act of 1939, as amended, and the Indenture shall have been duly
authorized, executed and delivered by the Company and a trustee named thereunder
(the "Trustee"), (ii) a Prospectus Supplement with respect to such Debt
Securities and the Guarantees shall have been filed with the Commission pursuant
to Rule 424 under the Securities Act, (iii) the Company's Board of Directors or
a duly authorized committee thereof shall have duly adopted final resolutions
(the "Final Debt Resolutions") authorizing the issuance and sale of such Debt
Securities and the Subsidiary Guarantors' Boards of Directors shall have duly
adopted final resolutions (the "Final Guarantor Resolutions") authorizing the
Guarantees, each as contemplated by the Registration Statement, the Prospectus,
the applicable Prospectus Supplement and the Indenture, (iv) such series of Debt
Securities shall have been (A) duly executed by the Company and authenticated by
the Trustee as provided in the Indenture and the Final Debt Resolutions and (B)
duly delivered to the purchasers thereof against payment of the agreed
consideration therefor, as provided in the Registration Statement, the
Prospectus, the applicable Prospectus Supplement, the Indenture and the Final
Debt Resolutions and (v) the consideration, if any, separately payable for the

                                       2


<PAGE>

Guarantees shall have been received, as provided in the Registration Statement,
the Prospectus, the applicable Prospectus Supplement, the Indenture and the
Final Guarantor Resolutions. If such Debt Securities are Underlying Registered
Securities, the opinion set forth in this paragraph is subject to the further
condition that the Convertible Registered Securities relating to such Debt
Securities, at the time of the issuance thereof and of the conversion, exchange
or exercise thereof, are validly issued, fully paid and non-assessable by the
Company or are validly issued and binding obligations of the Company, as
applicable.

     2. The Common Stock will be validly issued, fully paid and non-assessable
by the Company when (i) the Registration Statement shall have become effective
under the Securities Act, (ii) a Prospectus Supplement with respect to such
Common Stock shall have been filed with the Commission pursuant to Rule 424
under the Securities Act, (iii) the Company's Board of Directors or a duly
authorized committee thereof shall have duly adopted final resolutions (the
"Final Common Stock Resolutions") authorizing the issuance and sale of such
Common Stock as contemplated by the Registration Statement, the Prospectus and
the applicable Prospectus Supplement, and (iv) certificates evidencing shares of
such Common Stock shall have been duly executed, countersigned and registered
and duly delivered to the purchasers thereof against payment of the agreed
consideration therefor (and in any event an amount at least equal to the par
value thereof), as provided in the Registration Statement, the Prospectus, the
applicable Prospectus Supplement and the Final Common Stock Resolutions. If such
Common Stock are Underlying Registered Securities, the opinion set forth in this
paragraph is subject to the further condition that the Convertible Registered
Securities relating to such Common Stock, at the time of the issuance thereof
and of the conversion, exchange or exercise thereof, are validly issued, fully
paid and non-assessable by the Company or are validly issued and binding
obligations of the Company, as applicable.

     3. The Preferred Stock will be validly issued, fully paid and
non-assessable by the Company when (i) the Registration Statement shall have
become effective under the Securities Act, (ii) a Prospectus Supplement with
respect to such Preferred Stock shall have been filed with the Commission
pursuant to Rule 424 under the Securities Act, (iii) the Company's Board of
Directors or a duly authorized committee thereof shall have duly adopted final
resolutions (the "Final Preferred Stock Resolutions") authorizing the issuance
and sale of such Preferred Stock as contemplated by the Registration Statement,
the Prospectus and the applicable Prospectus Supplement, (iii) appropriate
Certificate or Certificates of Designations relating to a class or series of the
Preferred Stock to be sold under the Registration Statement have been duly
authorized and adopted by the Company and filed with the Secretary of State of
the State of Delaware, and (iv) certificates evidencing shares of such Preferred
Stock shall have been duly executed, countersigned and registered and duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor (and in any event an amount at least equal to the par value thereof),
as provided in the Registration Statement, the Prospectus, the applicable
Prospectus Supplement and the Final Preferred Stock Resolutions. If such
Preferred Stock are Underlying Registered Securities, the opinion set forth in
this paragraph is subject to

                                       3



<PAGE>

the further condition that the Convertible Registered Securities relating to
such Preferred Stock, at the time of the issuance thereof and of the conversion,
exchange or exercise thereof, are validly issued, fully paid and non-assessable
by the Company or are validly issued and binding obligations of the Company, as
applicable.

     4. The Warrants will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as (x)
such enforcement may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (y) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability, regardless of whether enforcement is sought in a
proceeding at law or in equity, and will be validly issued, fully paid and
non-assessable by the Company and when (i) the Registration Statement shall have
become effective under the Securities Act, (ii) a Prospectus Supplement with
respect to such Warrants shall have been filed with the Commission pursuant to
Rule 424 under the Securities Act, (iii) the Company's Board of Directors or a
duly authorized committee thereof shall have duly adopted final resolutions (the
"Final Warrant Resolutions") authorizing the issuance and sale of such Warrants
as contemplated by the Registration Statement, the Prospectus and the applicable
Prospectus Supplement, (iii) the Warrant Agreement relating to the Warrants has
been duly authorized, executed, and delivered by all parties thereto and (iv)
certificates evidencing the Warrants shall have been duly executed,
countersigned and registered and duly delivered to the purchasers thereof
against payment of the agreed consideration therefor, as provided in the
Registration Statement, the Prospectus, the applicable Prospectus Supplement and
the Final Warrant Resolutions.

     5. At the Effective Time (as defined in the Merger Agreement) of the
Merger, the Resale Common Stock will be duly and validly authorized and legally
issued, fully paid and non-assessable.

     The foregoing opinions are limited to the laws of the United States and the
General Corporation Law of the State of Delaware. We express no opinion as to
the application of the securities or blue sky laws of the various states to the
issuance or sale of the Registered Securities or the resale of the Resale Common
Stock.

     We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not concede
that we are "experts" within the meaning of the Securities Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the
Securities Act.

                                Very truly yours,


                                /s/ Winston & Strawn


                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                   Exhibit 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
AirGate PCS, Inc.:

   We consent to the incorporation by reference in this Registration Statement
on Form S-3 of AirGate PCS, Inc. and subsidiaries of our reports dated November
10, 2000, with respect to the consolidated balance sheets of AirGate PCS, Inc.
and subsidiaries as of September 30, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the year ended September 30, 2000, the nine month period ended
September 30, 1999, and the year ended December 31, 1998, and the related
financial statement schedule, which reports appear in the September 30, 2000,
annual report on Form 10-K of AirGate PCS, Inc. and subsidiaries, and to the
reference to our firm under the heading "Experts" in the prospectus.

                                          /S/ KPMG LLP

Atlanta, Georgia
November 13, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>7
<FILENAME>dex233.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>
<PAGE>

                                                                   Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
AirGate PCS, Inc. on Form S-3 of our report dated February 7, 2001, except for
Notes 9 and 20, as to which the dates are February 23, 2001 and August 28, 2001,
respectively, on the consolidated financial statements of iPCS, Inc. and
Subsidiaries and Predecessor as of December 31, 2000 and 1999 and for the year
ended December 31, 2000 and for the period from January 22, 1999 (date of
inception) through December 31, 1999, appearing in Registration Statement No.
333-69866 of AirGate PCS, Inc. We also consent to the reference to us under the
heading "Experts" in this Registration Statement.




/s/ DELOITTE & TOUCHE LLP
Davenport, Iowa

November 13, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>8
<FILENAME>dex241.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                   Exhibit 24.1

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Thomas M. Dougherty, Alan B. Catherall
and Barbara L. Blackford his true and lawful attorneys-in-fact, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to execute and sign the
annual report on Form 10-K of AirGate PCS, Inc. ("Airgate") and the
Registration Statements defined below, and any or all amendments, including any
post-effective amendments, to the 10-K and the Registration Statements, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby ratify and
confirm that said attorneys-in-fact or their substitutes, each acting alone,
may lawfully do or cause to be done by virtue hereof. Registration Statements
mean: (i) the Form S-3 relating to the registration of Airgate common stock,
preferred stock, debt securities, warrants and guarantees and other related
securities in one or more primary offerings and AirGate common stock held by
former shareholders of iPCS, Inc. ("iPCS") in one or more secondary offerings;
(ii) one or more Form S-3s related to the registration of warrants of iPCS
assumed by AirGate and/or any existing AirGate warrants; (iii) one or more Form
S-8s related to options granted under the iPCS Long-Term Incentive Plan and/or
any AirGate options, including those issued under the AirGate employee stock
purchase plan and (iv) one or more Form 8-Ks required in connection with the
consummation of the merger with iPCS.

        Signature                       Title                      Date
        ---------                       -----                      ----

 /S/  THOMAS M. DOUGHERTY President, Chief Executive Officer November 13, 2001
 ------------------------ and Director (Principal Executive
   Thomas M. Dougherty    Officer)

 /S/ BERNARD A. BIANCHINO Director                           November 13, 2001
 ------------------------
   Bernard A. Bianchino

    /S/ JOHN R. DILLON    Director                           November 13, 2001
 ------------------------
      John R. Dillon

  /S/ ROBERT A. FERCHAT   Director                           November 13, 2001
 ------------------------
    Robert A. Ferchat

   /S/ SIDNEY E. HARRIS   Director                           November 13, 2001
 ------------------------
     Sidney E. Harris

  /S/ BARRY J. SCHIFFMAN  Director                           November 13, 2001
 ------------------------
    Barry J. Schiffman


</TEXT>
</DOCUMENT>
</SUBMISSION>
