<SUBMISSION>
<ACCESSION-NUMBER>0001045969-01-501609
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20011219
<ITEMS>5
<ITEMS>7
<FILING-DATE>20011220
<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>8-K
<ACT>34
<FILE-NUMBER>000-27455
<FILM-NUMBER>1819938
</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>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 19, 2001


                                AIRGATE PCS, INC.

             (Exact name of Registrant as specified in its charter)


    Delaware                         027455                           58-2422929

(State or other              (Commission File Number)              (IRS Employer
  jurisdiction of                                                 Identification
  incorporation)                                                         Number)


Harris Tower, 233 Peachtree Street N.E., Suite 1700                        30303
Atlanta, Georgia

(Address of principal executive offices)                              (Zip Code)

                                 (404) 525-7272

              (Registrant's telephone number, including area code)

                                       N/A

          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

     On December 19, 2001, certain stockholders of AirGate PCS, Inc., a Delaware
corporation ("AirGate"), sold 4 million shares of AirGate's common stock in a
public offering. On December 14, 2001, AirGate issued a press release announcing
the pricing of the offering. The press release is attached hereto as exhibit
99.1 and is incorporated herein by reference. In addition, the underwriting
agreement entered into in connection with the offering is attached hereto as
exhibit 1.1 and is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits.
<TABLE>
<CAPTION>

    Exhibit No.                            Description
    -----------                            -----------
        <S>        <C>

         1.1       Underwriting Agreement dated December 13, 2001 between
                   AirGate PCS, Inc., the Selling Stockholders named therein and
                   Credit Suisse First Boston Corporation, Lehman Brothers
                   Inc., UBS Warburg LLC, William Blair & Company, L.L.C.,
                   Thomas Weisel Partners LLC and TD Securities (USA) Inc., as
                   representatives of the several underwriters.

        99.1       Press Release dated December 14, 2001 issued by AirGate PCS,
                   Inc. announcing the pricing of the public offering of 4
                   million shares of its common stock by certain of its
                   stockholders.
</TABLE>




                                       2

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AIRGATE PCS, INC. (Registrant)


Date: December 20, 2001                     By:  /s/ Alan B. Catherall
                                               ---------------------------------
                                            Name:    Alan B. Catherall
                                            Title:   Chief Financial Officer





                                       3

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

    Exhibit No.                            Description
    -----------                            -----------
       <S>         <C>
         1.1       Underwriting Agreement dated December 13, 2001 between
                   AirGate PCS, Inc., the Selling Stockholders named therein and
                   Credit Suisse First Boston Corporation, Lehman Brothers
                   Inc., UBS Warburg LLC, William Blair & Company, L.L.C.,
                   Thomas Weisel Partners LLC and TD Securities (USA) Inc., as
                   representatives of the several underwriters.

        99.1       Press Release dated December 14, 2001 issued by AirGate PCS,
                   Inc. announcing the pricing of the public offering of 4
                   million shares of its common stock by certain of its
                   stockholders.
</TABLE>





                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>dex11.txt
<DESCRIPTION>UNDERWRITING AGREEMENT DATED 12/13/2001
<TEXT>
<PAGE>

                                                                     Exhibit 1.1

                                                                  EXECUTION COPY

                                4,000,000 Shares

                                AIRGATE PCS, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                               December 13, 2001

Credit Suisse First Boston Corporation
Lehman Brothers Inc.
UBS Warburg LLC
William Blair & Company, L.L.C.
Thomas Weisel Partners LLC
TD Securities (USA) Inc.,



As Representatives of the Several Underwriters,
     c/o Credit Suisse First Boston Corporation,
                Eleven Madison Avenue,
                New York, N.Y. 10010-3629

         Lehman Brothers Inc.
            790 Seventh Avenue
            New York, N.Y. 10019

Dear Sirs:

     1. Introductory. The stockholders listed in Schedule A hereto (the "Selling
Stockholders") propose severally to sell an aggregate of 4,000,000 shares of
AirGate PCS, Inc., a Delaware corporation ("Company"), common stock, $.01 par
value per share ("Securities") (such 4,000,000 shares of Securities being
hereinafter referred to as the "Firm Securities"). The Company proposes to sell
to the Underwriters, at the option of the Underwriters, an aggregate of not more
than 600,000 additional shares of its Securities (such 600,000 additional shares
being hereinafter referred to as the "Optional Securities"). The Firm Securities
and the Optional Securities are herein collectively called the "Offered
Securities". The Company and the Selling Stockholders hereby agree with the
several Underwriters named in Schedule B hereto ("Underwriters") as follows:

     2. Representations and Warranties of the Company. (a) The Company
represents and warrants to, and agrees with, the several Underwriters that:


<PAGE>

               (i) A shelf registration statement (No. 333- 73254) relating to
          the Offered Securities, including a form of prospectus supplement, has
          been filed with the Securities and Exchange Commission ("Commission")
          and either (A) has been declared effective under the Securities Act of
          1933 ("Act") and is not proposed to be amended or (B) is proposed to
          be amended by amendment or post-effective amendment. If such
          registration statement (the "initial registration statement") has been
          declared effective, either (A) an additional registration statement
          (the "additional registration statement") relating to the Offered
          Securities may have been filed with the Commission pursuant to Rule
          462(b) ("Rule 462(b)") under the Act and, if so filed, has become
          effective upon filing pursuant to such Rule and the Offered Securities
          all have been duly registered under the Act pursuant to the initial
          registration statement and, if applicable, the additional registration
          statement or (B) such an additional registration statement is proposed
          to be filed with the Commission pursuant to Rule 462(b) and will
          become effective upon filing pursuant to such Rule and upon such
          filing the Offered Securities will all have been duly registered under
          the Act pursuant to the initial registration statement and such
          additional registration statement. If the Company does not propose to
          amend the initial registration statement or if an additional
          registration statement has been filed and the Company does not propose
          to amend it, and if any post-effective amendment to either such
          registration statement has been filed with the Commission prior to the
          execution and delivery of this Agreement, the most recent amendment
          (if any) to each such registration statement has been declared
          effective by the Commission or has become effective upon filing
          pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case
          of the additional registration statement, Rule 462(b). For purposes of
          this Agreement, "Effective Time" with respect to the initial
          registration statement or, if filed prior to the execution and
          delivery of this Agreement, the additional registration statement
          means (A) if the Company has advised the Representatives that it does
          not propose to amend such registration statement, the date and time as
          of which such registration statement, or the most recent
          post-effective amendment thereto (if any) filed prior to the execution
          and delivery of this Agreement, was declared effective by the
          Commission or has become effective upon filing pursuant to Rule
          462(c), or (B) if the Company has advised the Representatives that it
          proposes to file an amendment or post-effective amendment to such
          registration statement, the date and time as of which such
          registration statement, as amended by such amendment or post-effective
          amendment, as the case may be, is declared effective by the
          Commission. If an additional registration statement has not been filed
          prior to the execution and delivery of this Agreement but the Company
          has advised the Representatives that it proposes to file one,
          "Effective Time" with respect to such additional registration
          statement means the date and time as of which such registration
          statement is filed and becomes effective pursuant to Rule 462(b).
          "Effective Date" with respect to the initial registration statement or
          the additional registration statement (if any) means the date of the
          Effective Time thereof. The initial registration statement, as amended
          at its Effective Time, including all material incorporated by
          reference therein, including all information contained in the
          additional registration statement (if any) and deemed to be a part of
          the initial registration statement as of the Effective Time of the
          additional

                                       2

<PAGE>

          registration statement pursuant to the General Instructions of the
          Form on which it is filed and including all information (if any)
          deemed to be a part of the initial registration statement as of its
          Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the
          Act, is hereinafter referred to as the "Initial Registration
          Statement". The additional registration statement, as amended at its
          Effective Time, including the contents of the initial registration
          statement incorporated by reference therein and including all
          information (if any) deemed to be a part of the additional
          registration statement as of its Effective Time pursuant to Rule
          430A(b), is hereinafter referred to as the "Additional Registration
          Statement". The Initial Registration Statement and the Additional
          Registration Statement are hereinafter referred to collectively as the
          "Registration Statements" and individually as a "Registration
          Statement". The form of prospectus relating to the Offered Securities,
          as first or subsequently filed with the Commission pursuant to and in
          accordance with Rule 424(b) ("Rule 424(b)") under the Act or (if no
          such filing is required) as included in a Registration Statement,
          including all material incorporated by reference in such prospectus,
          is hereinafter referred to as the "Prospectus". No document has been
          or will be prepared or distributed in reliance on Rule 434 under the
          Act.

               (ii) If the Effective Time of the Initial Registration Statement
          is prior to the execution and delivery of this Agreement: (A) on the
          Effective Date of the Initial Registration Statement, the Initial
          Registration Statement conformed in all material respects to the
          requirements of the Act and the rules and regulations of the
          Commission ("Rules and Regulations") and did not include any untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, (B) on the Effective Date of the Additional
          Registration Statement (if any), each Registration Statement conformed
          or will conform, in all material respects to the requirements of the
          Act and the Rules and Regulations and did not include, or will not
          include, any untrue statement of a material fact and did not omit, or
          will not omit, to state any material fact required to be stated
          therein or necessary to make the statements therein not misleading,
          and (C) on the date of this Agreement, the Initial Registration
          Statement and, if the Effective Time of the Additional Registration
          Statement is prior to the execution and delivery of this Agreement,
          the Additional Registration Statement each conforms, and at the time
          of filing of the Prospectus pursuant to Rule 424(b) or (if no such
          filing is required) at the Effective Date of the Additional
          Registration Statement in which the Prospectus is included, each
          Registration Statement and the Prospectus will conform, in all
          material respects to the requirements of the Act and the Rules and
          Regulations, and neither of such documents includes, or will include,
          any untrue statement of a material fact or omits, or will omit, to
          state any material fact required to be stated therein or necessary to
          make the statements therein not misleading. If the Effective Time of
          the Initial Registration Statement is subsequent to the execution and
          delivery of this Agreement: on the Effective Date of the Initial
          Registration Statement, the Initial Registration Statement and the
          Prospectus will conform in all material respects to the requirements
          of the Act and the Rules and Regulations, neither of such documents
          will include any untrue statement of a material fact or will

                                       3

<PAGE>

          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, and no
          Additional Registration Statement has been or will be filed. The two
          preceding sentences do not apply to statements in or omissions from a
          Registration Statement or the Prospectus based upon written
          information furnished to the Company by any Underwriter through the
          Representatives specifically for use therein, it being understood and
          agreed that the only such information is that described as such in
          Section 7(c) hereof.

               (iii) The Company has been duly incorporated and is an existing
          corporation in good standing under the laws of the State of Delaware,
          with power and authority (corporate and other) to own its properties
          and conduct its business as described in the Prospectus; and the
          Company is duly qualified to do business as a foreign corporation in
          good standing in all other jurisdictions in which its ownership or
          lease of property or the conduct of its business requires such
          qualification, except to the extent that the failure to be so
          qualified or in good standing could not reasonably be expected to have
          a material adverse effect on the condition (financial or other),
          business, properties or results of operations of the Company and its
          subsidiaries, taken as a whole ("Material Adverse Effect").

               (iv) Each subsidiary of the Company has been duly incorporated or
          formed, as applicable, and is an existing corporation or limited
          liability company, as applicable, in good standing under the laws of
          the jurisdiction of its incorporation or formation, with power and
          authority (corporate or limited liability company, as applicable, and
          other) to own its properties and conduct its business as described in
          the Prospectus; and each subsidiary of the Company is duly qualified
          to do business in good standing in all other jurisdictions in which
          its ownership or lease of property or the conduct of its business
          requires such qualification, except where the failure to be so
          qualified could not be reasonably be expected to have a Material
          Adverse Effect; all of the issued and outstanding capital stock or
          limited liability company interests, as applicable, of each subsidiary
          of the Company has been duly authorized and validly issued and is
          fully paid and nonassessable; and the capital stock or limited
          liability company interests, as applicable, of each subsidiary owned
          by the Company, directly or through subsidiaries, is owned free from
          liens, encumbrances and claims, except for liens that have been
          granted to secure the Company's indebtedness.

               (v) The Offered Securities and all other outstanding shares of
          capital stock of the Company have been duly authorized and validly
          issued, fully paid and nonassessable and conform to the description
          thereof contained in the Prospectus; and the stockholders of the
          Company have no preemptive rights with respect to the Securities.

               (vi) Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings between the Company and any
          person that would give rise to a valid claim against the Company or
          any Underwriter for a brokerage commission, finder's fee or other like
          payment in connection with this offering.

                                       4

<PAGE>

               (vii) Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings between the Company and any
          person granting such person the right to require the Company to file a
          registration statement under the Act with respect to any securities of
          the Company owned or to be owned by such person or to require the
          Company to include such securities in the securities registered
          pursuant to a Registration Statement or in any securities being
          registered pursuant to any other registration statement filed by the
          Company under the Act.

               (viii) At the time of delivery, the Offered Securities will be
          listed on the Nasdaq Stock Market's National Market.

               (ix) No consent, approval, authorization, or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by the Company for the consummation of the
          transactions contemplated by this Agreement in connection with the
          sale of the Offered Securities, except such as may be required by the
          Act and such as may be required under state securities or "blue sky"
          laws and as required in connection with the clearance of such offering
          and sale with the National Association of Securities Dealers, Inc.

               (x) The execution, delivery and performance of this Agreement,
          and the consummation of the transactions herein contemplated will not
          result in a breach or violation of any of the terms and provisions of,
          or constitute a default under, (A) any statute, any rule, regulation
          or order of any governmental agency or body or any court, domestic or
          foreign, having jurisdiction over the Company or any subsidiary of the
          Company or any of their properties, (B) any agreement or instrument to
          which the Company or any such subsidiary is a party or by which the
          Company or any such subsidiary is bound or to which any of the
          properties of the Company or any such subsidiary is subject, or (C)
          the charter or by-laws of the Company or any such subsidiary, except
          in the case of a breach, violation or default under clauses (A) or (B)
          that is not reasonably likely to result in a Material Adverse Effect.

               (xi) This Agreement has been duly authorized, executed and
          delivered by the Company.

               (xii) Except as disclosed in the Prospectus, the Company and its
          subsidiaries have good and marketable title to all real properties and
          all other properties and assets owned by them, in each case free from
          liens, encumbrances and defects that individually or in the aggregate
          could reasonably be expected to have a Material Adverse Effect; and
          except as disclosed in the Prospectus, the Company and its
          subsidiaries hold any leased real or personal property under valid and
          enforceable leases with no exceptions that individually or in the
          aggregate could reasonably be expected to have a Material Adverse
          Effect.

               (xiii) The Company and its subsidiaries possess all licenses (or
          in the case of the PCS spectrum licenses issued by the Federal
          Communications Commission, have the right to use the spectrum licensed
          to Sprint Corporation or the PCS Group of Sprint

                                       5

<PAGE>

          Corporation), certificates, authorities or permits issued by
          appropriate governmental agencies or bodies necessary to conduct the
          business now operated by them and have not received (or in the case of
          the PCS spectrum licenses, to the Company's knowledge, neither Sprint
          nor the PCS Group of Sprint has received) any notice of proceedings
          relating to the revocation or modification of any such license,
          certificate, authority or permit that, if determined adversely to the
          Company or any of its subsidiaries, would individually or in the
          aggregate have a Material Adverse Effect.

               (xiv) No labor dispute with the employees of the Company or any
          subsidiary exists or, to the knowledge of the Company, is imminent
          that could be reasonably be expected to have a Material Adverse
          Effect.

               (xv) The Company and its subsidiaries own, possess or can acquire
          on reasonable terms, adequate trademarks, trade names and other rights
          to inventions, know-how, patents, copyrights, confidential information
          and other intellectual property (collectively, "intellectual property
          rights") necessary to conduct the business now operated by them, or
          presently employed by them, and have not received any notice of
          infringement of or conflict with asserted rights of others with
          respect to any intellectual property rights that, if determined
          adversely to the Company or any of its subsidiaries, would
          individually or in the aggregate have a Material Adverse Effect.

               (xvi) Except as disclosed in the Prospectus, neither the Company
          nor any of its subsidiaries is in violation of any statute, any rule,
          regulation, decision or order of any governmental agency or body or
          any court, domestic or foreign, relating to the use, disposal or
          release of hazardous or toxic substances or relating to the protection
          or restoration of the environment or human exposure to hazardous or
          toxic substances (collectively, "environmental laws"), owns or
          operates any real property contaminated with any substance that is
          subject to any environmental laws, is liable for any off-site disposal
          or contamination pursuant to any environmental laws, or is subject to
          any claim relating to any environmental laws, which violation,
          contamination, liability or claim could individually or in the
          aggregate reasonably be expected to have a Material Adverse Effect;
          and the Company is not aware of any pending investigation which could
          reasonably be expected to lead to such a claim.

               (xvii) Except as disclosed in the Prospectus, there are no
          pending actions, suits or proceedings against or affecting the
          Company, any of its subsidiaries or any of their respective properties
          that, if determined adversely to the Company or any of its
          subsidiaries, could individually or in the aggregate reasonably be
          expected to have a Material Adverse Effect, or would materially and
          adversely affect the ability of the Company to perform its obligations
          under this Agreement, or which are otherwise material in the context
          of the sale of the Offered Securities; and no such actions, suits or
          proceedings are threatened or, to the Company's knowledge,
          contemplated.

               (xviii) The financial statements included in each Registration
          Statement and the Prospectus present fairly the financial position of
          the Company and its consolidated

                                       6

<PAGE>

          subsidiaries as of the dates shown and their results of operations and
          cash flows for the periods shown, and, except as otherwise disclosed
          in the Prospectus, such financial statements have been prepared in
          conformity with the generally accepted accounting principles in the
          United States applied on a consistent basis; and the schedules
          included in each Registration Statement present fairly the information
          required to be stated therein.

               (xix) Except as disclosed in the Prospectus, since the date of
          the latest audited financial statements included in the Prospectus
          there has been no material adverse change, nor any development or
          event involving a prospective material adverse change, in the
          condition (financial or other), business, properties or results of
          operations of the Company and its subsidiaries taken as a whole
          (exclusive of any amendments or supplements thereto subsequent to the
          date of this Agreement), and, except as disclosed in or contemplated
          by the Prospectus, there has been no dividend or distribution of any
          kind declared, paid or made by the Company on any class of its capital
          stock.

               (xx) All of the contracts set forth under Item 14 of the
          Company's Annual Report on Form 10-K for the year ended September 30,
          2001, and all contracts filed thereafter constitute all of the
          contracts required to be so filed pursuant to Item 601 of Regulation
          S-K (the "Material Contracts").

               (xxi) The Company is not and, after giving effect to the offering
          and sale of the Offered Securities and the application of the proceeds
          thereof as described in the Prospectus, will not be an "investment
          company" as defined in the Investment Company Act of 1940.

          (b) Each Selling Stockholder, severally and not jointly, represents
     and warrants to, and agrees with, the several Underwriters that:

               (i) Such Selling Stockholder has and on each Closing Date
          hereinafter mentioned will have valid and unencumbered title to the
          Offered Securities to be delivered by such Selling Stockholder on such
          Closing Date and full right, power and authority to enter into this
          Agreement and to sell, assign, transfer and deliver the Offered
          Securities to be delivered by such Selling Stockholder on such Closing
          Date hereunder; and upon the delivery of and payment for the Offered
          Securities on each Closing Date hereunder the several Underwriters
          will acquire valid and unencumbered title to the Offered Securities to
          be delivered by such Selling Stockholder on such Closing Date.

               (ii) As of the date hereof, the Selling Stockholders Information
          (as defined herein) contained in the Prospectus or any amendments or
          supplements thereto does not include any untrue statement of a
          material fact or omit to state a material fact necessary in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading. The parties hereto agree that
          (A) for each Selling Stockholder, "Selling Stockholders Information"
          consists solely of the

                                       7

<PAGE>

          information with respect to beneficial ownership of Common Stock by
          such Selling Stockholder under the caption "Selling Stockholders" in
          the Prospectus, in each case, to the extent such information reflects
          the information furnished to the Company by, or on behalf of, such
          Selling Stockholder in writing expressly for use therein; (B) for
          Blackstone Communications Partners I L.P., Blackstone iPCS Capital
          Partners L.P. and Blackstone/iPCS L.L.C. (collectively, "Blackstone"),
          "Selling Stockholders Information" also includes the biographical
          information with respect to Michael S. Chae under the caption
          "Management" in the Prospectus; and (C) for Timothy M. Yager, "Selling
          Stockholders Information" also includes the biographical information
          with respect to Timothy M. Yager under the caption "Management" in the
          Prospectus.

               (iii) Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings between any Selling
          Stockholder and any person that would give rise to a valid claim
          against any Selling Stockholder or any Underwriter for a brokerage
          commission, finder's fee or other like payment in connection with this
          offering.

     3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, each Selling Stockholder agrees,
severally and not jointly, to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from each Selling Stockholder, at
a purchase price of $47.75 per share, that number of Firm Securities (rounded up
or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") and
Lehman Brothers Inc. ("Lehman") in their discretion, in order to avoid
fractions) set forth opposite the name of such Selling Stockholder in Schedule A
hereto.

     Certificates in negotiable form for the Offered Securities to be sold by
certain of the Selling Stockholders hereunder have been placed in custody, for
delivery under this Agreement, under Custody Agreements made with American Stock
Transfer & Trust Company, as custodian ("Custodian"). Each Selling Stockholder
executing a Custody Agreement agrees that the shares represented by the
certificates held in custody for such Selling Stockholders under the Custody
Agreements are subject to the interests of the Underwriters hereunder, that the
arrangements made by the Selling Stockholders for such custody are to that
extent irrevocable, and that the obligations of the Selling Stockholders
hereunder shall not be terminated by operation of law, whether by the death of
any individual Selling Stockholder or the occurrence of any other event, or in
the case of a trust, by the death of any trustee or trustees or the termination
of such trust. If any individual Selling Stockholder or any such trustee or
trustees should die, or if any other such event should occur, or if any of such
trusts should terminate, before the delivery of the Offered Securities
hereunder, certificates for such Offered Securities shall be delivered by the
Custodian in accordance with the terms and conditions of this Agreement as if
such death or other event or termination had not occurred, regardless of whether
or not the Custodian shall have received notice of such death or other event or
termination.

     The Custodian, TCW and Blackstone will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by official bank check or checks or
wire transfer to an account at a

                                       8

<PAGE>

bank acceptable to CSFBC and Lehman drawn to the order of the Custodian, at the
office of the Custodian, at 10:00 A.M., New York time, on December 19, 2001, or
at such other time not later than seven full business days thereafter as CSFBC,
Lehman and the Company determine, such time being herein referred to as the
"First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange
Act of 1934, the First Closing Date (if later than the otherwise applicable
settlement date) shall be the settlement date for payment of funds and delivery
of securities for all the Offered Securities sold pursuant to the offering. The
certificates for the Firm Securities so to be delivered will be in definitive
form, in such denominations and registered in such names as CSFBC and Lehman
request and will be made available for checking and packaging at the above
office of the Custodian at least 24 hours prior to the First Closing Date.

     In addition, upon written notice from CSFBC and Lehman given to the Company
from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
Securities at the purchase price per Security to be paid for the Firm
Securities. The Company agrees to sell to the Underwriters the number of
Optional Securities specified in such notice and the Underwriters agree,
severally and not jointly, to purchase such Optional Securities for the account
of each Underwriter in the same proportion as the number of Firm Securities set
forth opposite such Underwriter's name bears to the total number of Firm
Securities (subject to adjustment by CFSBC and Lehman to eliminate fractions).
Such Optional Securities shall be purchased by the Underwriters only for the
purpose of covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC and Lehman to the
Company.

     Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
and Lehman but shall be not later than five full business days after written
notice of election to purchase Optional Securities is given. The Company will
deliver the Optional Securities being purchased on each Optional Closing Date to
the Representatives for the accounts of the several Underwriters at the office
of Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60604. The
certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names as CSFBC and Lehman request upon reasonable notice prior to such
Optional Closing Date and will be made available for checking and packaging at
the above office of Winston & Strawn at a reasonable time in advance of such
Optional Closing Date.

     4. Offering by Underwriters. It is understood that the several Underwriters
propose to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

     5. Certain Agreements of the Company and the Selling Stockholders. The
Company agrees with the several Underwriters and the Selling Stockholders that:

                                       9

<PAGE>

          (a) If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement, the Company will
     file the Prospectus with the Commission pursuant to and in accordance with
     subparagraph (1) or (2) (as consented to by CSFBC and Lehman, such consent
     not to be unreasonably withheld) of Rule 424(b) not later than the second
     business day following the execution and delivery of this Agreement or if
     applicable and if consented to by CSFBC and Lehman, such consent not to be
     unreasonably withheld, subparagraph (4) or (5). The Company will advise
     CSFBC and Lehman promptly of any such filing pursuant to Rule 424(b). If
     the Effective Time of the Initial Registration Statement is prior to the
     execution and delivery of this Agreement and an additional registration
     statement is necessary to register a portion of the Offered Securities
     under the Act but the Effective Time thereof has not occurred as of such
     execution and delivery, the Company will file the additional registration
     statement or, if filed, will file a post-effective amendment thereto with
     the Commission pursuant to and in accordance with Rule 462(b) on or prior
     to 10:00 P.M., New York time, on the date of this Agreement or, if earlier,
     on or prior to the time the Prospectus is printed and distributed to any
     Underwriter, or will make such filing at such later date as shall have been
     consented to by CSFBC and Lehman, such consent not to be unreasonably
     withheld.

          (b) The Company will advise CSFBC and Lehman promptly of any proposal
     to amend or supplement the initial or any additional registration statement
     as filed or the related prospectus or the Initial Registration Statement,
     the Additional Registration Statement (if any) or the Prospectus and will
     not effect such amendment or supplementation without CSFBC's and Lehman's
     consent, such consent not to be unreasonably withheld; and the Company will
     also advise CSFBC and Lehman promptly of the effectiveness of each
     Registration Statement (if its Effective Time is subsequent to the
     execution and delivery of this Agreement) and of any amendment or
     supplementation of a Registration Statement or the Prospectus and of the
     institution by the Commission of any stop order proceedings in respect of a
     Registration Statement and will use its best efforts to prevent the
     issuance of any such stop order and to obtain as soon as possible its
     lifting, if issued.

          (c) If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs as a result of which
     the Prospectus as then amended or supplemented would include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or if it is necessary at any time to
     amend the Prospectus to comply with the Act, the Company will promptly
     notify CSFBC and Lehman of such event and will promptly prepare and file
     with the Commission, at its own expense, an amendment or supplement which
     will correct such statement or omission or an amendment which will effect
     such compliance. Neither CSFBC's nor Lehman's consent to, nor the
     Underwriters' delivery of, any such amendment or supplement shall
     constitute a waiver of any of the conditions set forth in Section 6.

                                       10

<PAGE>

          (d) As soon as practicable, but not later than the Availability Date
     (as defined below), the Company will make generally available to its
     securityholders an earnings statement covering a period of at least 12
     months beginning after the Effective Date of the Initial Registration
     Statement (or, if later, the Effective Date of the Additional Registration
     Statement) which will satisfy the provisions of Section 11(a) of the Act.
     For the purpose of the preceding sentence, "Availability Date" means the
     45th day after the end of the fourth fiscal quarter following the fiscal
     quarter that includes such Effective Date, except that, if such fourth
     fiscal quarter is the last quarter of the Company's fiscal year,
     "Availability Date" means the 90th day after the end of such fourth fiscal
     quarter.

          (e) The Company will furnish to the Representatives copies of each
     Registration Statement (six of which will be signed and will include all
     exhibits), each related preliminary prospectus, and, so long as a
     prospectus relating to the Offered Securities is required to be delivered
     under the Act in connection with sales by any Underwriter or dealer, the
     Prospectus and all amendments and supplements to such documents, in each
     case in such quantities as CSFBC and Lehman may reasonably request. The
     Prospectus shall be so furnished on or prior to 3:00 P.M., New York time,
     on the business day following the later of the execution and delivery of
     this Agreement or the Effective Time of the Initial Registration Statement.
     All other such documents shall be so furnished as soon as available. The
     Company will pay the expenses of printing and distributing to the
     Underwriters all such documents.

          (f) The Company will arrange for the qualification of the Offered
     Securities for sale under the laws of such jurisdictions as CSFBC and
     Lehman reasonably request and will continue such qualifications in effect
     so long as required for the distribution; provided that the Company shall
     not be obligated to qualify as a foreign corporation or take any action
     that would subject it to general service of process in any jurisdiction
     where it is not now so subject.

          (g) For a period of 90 days after the date of the initial public
     offering of the Offered Securities, the Company will not offer, sell,
     contract to sell, pledge or otherwise dispose of, directly or indirectly,
     or file with the Commission a registration statement under the Act relating
     to, any additional shares of its Securities or securities convertible into
     or exchangeable or exercisable for any shares of its Securities, or
     publicly disclose the intention to make any such offer, sale, pledge,
     disposition or filing, without the prior written consent of CSFBC and
     Lehman except grants of employee stock options pursuant to the terms of a
     plan in effect on the date hereof, issuances of Securities pursuant to the
     exercise of such options or warrants outstanding on the date hereof, or the
     exercise of any other employee stock options outstanding on the date
     hereof.

          (h) The Company agrees with the several Underwriters that the Company
     will pay all expenses incident to the performance of the obligations of the
     Company and the Selling Stockholders, as the case may be, under this
     Agreement, for any filing fees and other expenses (including reasonable
     fees and disbursements of counsel) in

                                       11

<PAGE>

     connection with qualification of the Offered Securities for sale under the
     laws of such jurisdictions as CSFBC and Lehman reasonably request and the
     printing of memoranda relating thereto, for the filing fee incident to the
     review by the National Association of Securities Dealers, Inc. of the
     Offered Securities, for any travel expenses of the Company's officers and
     employees and any other expenses of the Company in connection with
     attending or hosting meetings with prospective purchasers of the Offered
     Securities, for any transfer taxes on the sale by the Selling Stockholders
     of the Offered Securities to the Underwriters and for expenses incurred in
     distributing preliminary prospectuses and the Prospectus (including any
     amendments and supplements thereto) to the Underwriters. It is understood,
     however, that except as provided in this Section 5 or in Sections 7 or 9,
     the Underwriters will pay all of their costs and expenses, including fees
     and disbursements of their counsel, stock transfer taxes payable on resale
     of any of the Securities by them and any advertising expenses connected
     with any offers they may make.

          The provisions of this Section 5 shall not supersede or otherwise
     affect any agreement that the Company, the Underwriters and the Selling
     Stockholders may otherwise have for the allocation of such expenses among
     themselves.

          (i) Each Selling Stockholder agrees, for a period of 90 days after the
     date of the public offering of the Offered Securities, not to offer, sell,
     contract to sell, pledge or otherwise dispose of, directly or indirectly,
     any additional shares of the Securities of the Company or securities
     convertible into or exchangeable or exercisable for any shares of
     Securities, enter into a transaction which would have the same effect, or
     enter into any swap, hedge or other arrangement that transfers, in whole or
     in part, any of the economic consequences of ownership of the Securities,
     whether any such aforementioned transaction is to be settled by delivery of
     the Securities or such other securities, in cash or otherwise, or publicly
     disclose the intention to make any such offer, sale, pledge or disposition,
     or enter into any such transaction, swap, hedge or other arrangement,
     without, in each case, the prior written consent of CSFBC and Lehman.

     6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions of Section 6(h), to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions precedent:

          (a) The Representatives shall have received a letter, dated the date
     of delivery thereof (which, if the Effective Time of the Initial
     Registration Statement is prior to the execution and delivery of this
     Agreement, shall be on or prior to the date of this Agreement or, if the
     Effective Time of the Initial Registration Statement is subsequent to the
     execution and delivery of this Agreement, shall be prior to the filing of
     the amendment or post-effective amendment to the registration statement to
     be filed

                                       12

<PAGE>

     shortly prior to such Effective Time), of KPMG LLP confirming that they are
     independent public accountants within the meaning of the Act and the
     applicable published Rules and Regulations thereunder and stating to the
     effect that:

               (i) in their opinion the financial statements and schedules
          examined by them and included or incorporated by reference in the
          Registration Statements comply as to form in all material respects
          with the applicable accounting requirements of the Act and the related
          published Rules and Regulations;

               (ii) they have performed, if applicable, the procedures specified
          by the American Institute of Certified Public Accountants for a review
          of interim financial information as described in Statement of Auditing
          Standards No. 71, Interim Financial Information, on the unaudited
          financial statements included or incorporated by reference in the
          Registration Statements;

               (iii) on the basis of the review referred to in clause (ii) above
          (if any), a reading of the latest available interim financial
          statements of the Company, inquiries of officials of the Company who
          have responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

               (A) the unaudited financial statements included in the
               Registration Statements do not comply as to form in all material
               respects with the applicable accounting requirements of the Act
               and the related published Rules and Regulations or any material
               modifications should be made to such unaudited financial
               statements for them to be in conformity with generally accepted
               accounting principles;

               (B) the unaudited consolidated revenue, net operating loss, net
               loss and net loss per share amounts included in the Prospectus do
               not agree with the amounts set forth in the unaudited
               consolidated financial statements for those same periods or were
               not determined on a basis substantially consistent with that of
               the corresponding amounts in the audited statements of income;

               (C) at the date of the latest available balance sheet read by
               such accountants, or at a subsequent specified date not more than
               three business days prior to the date of this Agreement, there
               was any change in the capital stock or any increase in short-term
               indebtedness or long-term debt of the Company and its
               consolidated subsidiaries or, at the date of the latest available
               balance sheet read by such accountants, there was any decrease in
               consolidated net current assets or net assets, as compared with
               amounts shown on the latest balance sheet included in the
               Prospectus;

               (D) for the period from the closing date of the latest income
               statement included in the Prospectus to the closing date of the
               latest available

                                       13

<PAGE>

               income statement read by such accountants there were any
               decreases, as compared with the corresponding period of the
               previous year and with the period of corresponding length ended
               the date of the latest income statement included in the
               Prospectus, in consolidated net sales or net operating income in
               the total or per share amounts of consolidated net income;

               (E) (i) the pro forma financial information does not comply as to
               form in all material respects with the applicable accounting
               requirements of the Act and the Rules and Regulations, (ii) the
               pro forma adjustments have not been properly applied to the
               historical amounts in the compilation of those statements, (iii)
               the methods followed in compiling the pro forma financial
               information were not proper for such purpose, (iv) the pro forma
               adjustments with respect to the pro forma financial information
               were not appropriate adjustments or (v) the pro forma financial
               information would require any further adjustments to give effect
               to the proposed merger with iPCS, Inc. ("iPCS").

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

               (iv) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Registration Statements (in each case to the extent
          that such dollar amounts, percentages and other financial information
          are derived from the general accounting records of the Company and its
          subsidiaries subject to the internal controls of the Company's
          accounting system or are derived directly from such records by
          analysis or computation) with the results obtained from inquiries, a
          reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statements is subsequent to the execution and delivery of this
Agreement, "Registration Statements" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statements is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration Statement
is subsequent to such execution and delivery, "Registration Statements" shall
mean the Initial Registration Statement and the additional registration
statement as proposed to be filed or as proposed to be amended by the
post-effective amendment to be filed shortly prior to its Effective Time, and
(iii) "Prospectus" shall mean the prospectus included in the Registration
Statements. All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Registration Statements for purposes of this subsection.

                                       14

<PAGE>

          (b) The Representatives shall have received a letter, dated the date
     of delivery thereof (which, if the Effective Time of the Initial
     Registration Statement is prior to the execution and delivery of this
     Agreement, shall be on or prior to the date of this Agreement or, if the
     Effective Time of the Initial Registration Statement is subsequent to the
     execution and delivery of this Agreement, shall be prior to the filing of
     the amendment or post-effective amendment to the registration statement to
     be filed shortly prior to such Effective Time), of Deloitte & Touche LLP
     confirming that they are independent public accountants within the meaning
     of the Act and the applicable published Rules and Regulations thereunder
     and stating to the effect that:

               (i) in their opinion the financial statements and schedules
          examined by them and included or incorporated by reference in the
          Registration Statements comply as to form in all material respects
          with the applicable accounting requirements of the Act and the related
          published Rules and Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 71, Interim Financial Information, on the unaudited financial
          statements included or incorporated by reference in the Registration
          Statements;

               (iii) on the basis of the review referred to in clause (ii)
          above, a reading of the latest available interim financial statements
          of iPCS, inquiries of officials of iPCS who have responsibility for
          financial and accounting matters and other specified procedures,
          nothing came to their attention that caused them to believe that:

               (A) the unaudited financial statements included in the
               Registration Statements do not comply as to form in all material
               respects with the applicable accounting requirements of the Act
               and the related published Rules and Regulations or any material
               modifications should be made to such unaudited financial
               statements for them to be in conformity with generally accepted
               accounting principles;

               (B) the unaudited consolidated revenue, net operating loss, net
               loss and net loss per share amounts included in the Prospectus do
               not agree with the amounts set forth in the unaudited
               consolidated financial statements for those same periods or were
               not determined on a basis substantially consistent with that of
               the corresponding amounts in the audited statements of income;

               (C) at the date of the latest available balance sheet read by
               such accountants, or at November 29, 2001, there was any change
               in the capital stock or any increase in short-term indebtedness
               or long-term debt of iPCS and its consolidated subsidiaries or,
               at the date of the latest available balance sheet read by such
               accountants, or at November 29, 2001 there was any decrease in
               consolidated net current assets or net assets, as

                                       15

<PAGE>

               compared with amounts shown on the latest balance sheet included
               in the Prospectus;

               (D) for the period from the closing date of the latest income
               statement included in the Prospectus to the closing date of the
               latest available income statement read by such accountants or at
               November 29, 2001 there were any decreases, as compared with the
               corresponding period of the previous year and with the period of
               corresponding length ended the date of the latest income
               statement included in the Prospectus, in consolidated net sales
               or net operating income in the total or per share amounts of
               consolidated net income;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

               (iv) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Registration Statements (in each case to the extent
          that such dollar amounts, percentages and other financial information
          are derived from the general accounting records of iPCS and its
          subsidiaries subject to the internal controls of iPCS' accounting
          system or are derived directly from such records by analysis or
          computation) with the results obtained from inquiries, a reading of
          such general accounting records and other procedures specified in such
          letter and have found such dollar amounts, percentages and other
          financial information to be in agreement with such results, except as
          otherwise specified in such letter.

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statements is subsequent to the execution and delivery of this
Agreement, "Registration Statements" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statements is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration Statement
is subsequent to such execution and delivery, "Registration Statements" shall
mean the Initial Registration Statement and the additional registration
statement as proposed to be filed or as proposed to be amended by the
post-effective amendment to be filed shortly prior to its Effective Time, and
(iii) "Prospectus" shall mean the prospectus included in the Registration
Statements. All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Registration Statements for purposes of this subsection.

          (c) If the Effective Time of the Initial Registration Statement is not
     prior to the execution and delivery of this Agreement, such Effective Time
     shall have occurred not later than 10:00 P.M., New York time, on the date
     of this Agreement or such later date as shall have been consented to by
     CSFBC and Lehman. If the Effective Time of the Additional Registration
     Statement (if any) is not prior to the execution and delivery of this
     Agreement, such Effective Time shall have occurred not later than

                                       16

<PAGE>

     10:00 P.M., New York time, on the date of this Agreement or, if earlier,
     the time the Prospectus is printed and distributed to any Underwriter, or
     shall have occurred at such later date as shall have been consented to by
     CSFBC and Lehman. If the Effective Time of the Initial Registration
     Statement is prior to the execution and delivery of this Agreement, the
     Prospectus shall have been filed with the Commission in accordance with the
     Rules and Regulations and Section 5(a) of this Agreement. Prior to such
     Closing Date, no stop order suspending the effectiveness of a Registration
     Statement shall have been issued and no proceedings for that purpose shall
     have been instituted or, to the knowledge of any Selling Stockholder, the
     Company or the Representatives, shall be contemplated by the Commission.

          (d) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as whole which, in the judgment of a majority in
     interest of the Underwriters including the Representatives, is material and
     adverse and makes it impractical or inadvisable to proceed with completion
     of the public offering or the sale of and payment for the Offered
     Securities; (ii) any downgrading in the rating of any debt securities of
     the Company by any "nationally recognized statistical rating organization"
     (as defined for purposes of Rule 436(g) under the Act), or any public
     announcement that any such organization has under surveillance or review
     its rating of any debt securities of the Company (other than an
     announcement with positive implications of a possible upgrading, and no
     implication of a possible downgrading, of such rating); (iii) any change in
     U.S. or international financial, political or economic conditions if, in
     the judgment of a majority in interest of the Underwriters including the
     Representatives, the effect of any such change makes it impractical or
     inadvisable to proceed with completion of the public offering or the sale
     of and payment for the Offered Securities whether in the primary market or
     in respect of dealings in the secondary market; (iv) any material
     suspension or material limitation of trading in securities generally on the
     New York Stock Exchange or the Nasdaq National Market, or any setting of
     minimum prices for trading on such exchange, or any suspension of trading
     of any securities of the Company on any exchange or in the over-the-counter
     market; (v) any banking moratorium declared by U.S. Federal or New York
     authorities; (vi) any major disruption of settlements of securities or
     clearance services in the United States or (vii) any attack on, outbreak or
     escalation of hostilities or act of terrorism involving the United States,
     any declaration of war by Congress or any other national or international
     calamity or emergency if, in the judgment of a majority in interest of the
     Underwriters including the Representatives, the effect of any such attack,
     outbreak, escalation, act, declaration, calamity or emergency makes it
     impractical or inadvisable to proceed with completion of the public
     offering or the sale of and payment for the Offered Securities.

          (e) The Representatives shall have received an opinion, dated such
     Closing Date, of Winston & Strawn, counsel for the Company, to the effect
     that:

                                       17

<PAGE>

               (i) The Company has been duly incorporated and is an existing
          corporation in good standing under the laws of the State of Delaware,
          with corporate power and authority to own its properties and conduct
          its business as described in the Prospectus; and the Company is duly
          qualified to do business as a foreign corporation in good standing in
          all other jurisdictions in which its ownership or lease of property or
          the conduct of its business requires such qualification;

               (ii) The Offered Securities delivered on such Closing Date and
          all other outstanding shares of the Common Stock of the Company that
          were issued in connection with the Company's merger with iPCS or
          issued pursuant to option exercises since September 30, 2001, have
          been duly authorized and validly issued, are fully paid and
          nonassessable and conform to the description thereof contained in the
          Prospectus; and the stockholders of the Company have no preemptive
          rights with respect to the Securities;

               (iii) Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings known to such counsel between
          the Company and any person granting such person the right to require
          the Company to file a registration statement under the Act with
          respect to any securities of the Company owned or to be owned by such
          person or to require the Company to include such securities in the
          securities registered pursuant to the Registration Statement or in any
          securities being registered pursuant to any other registration
          statement filed by the Company under the Act;

               (iv) The Company is not and, after giving effect to the offering
          and sale of the Offered Securities and the application of the proceeds
          thereof as described in the Prospectus, will not be an "investment
          company" as defined in the Investment Company Act of 1940.

               (v) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by the Company for the consummation of the
          transactions contemplated by this Agreement, except such as have been
          obtained and made under the Act and such as may be required under
          state securities or "blue sky" laws and the rules of the National
          Association of Securities Dealers, Inc.;

               (vi) The execution, delivery and performance of this Agreement
          and the consummation of the transactions herein or therein
          contemplated will not, to such counsel's knowledge, result in a breach
          or violation of any of the terms and provisions of, or constitute a
          default under, any statute, any rule, regulation or order of any
          governmental agency or body or any court having jurisdiction over the
          Company or any subsidiary of the Company or any of their properties,
          or any Material Contract to which the Company or any such subsidiary
          is a party or by which the Company or any such subsidiary is bound or
          to which any of the properties of the Company or any such subsidiary
          is subject, or the charter or by-laws of the Company or any such
          subsidiary;

                                       18

<PAGE>

               (vii) The Initial Registration Statement was declared effective
          under the Act as of the date and time specified in such opinion, the
          Additional Registration Statement (if any) was filed and became
          effective under the Act as of the date and time (if determinable)
          specified in such opinion, the Prospectus either was filed with the
          Commission pursuant to the subparagraph of Rule 424(b) specified in
          such opinion on the date specified therein or was included in the
          Initial Registration Statement or the Additional Registration
          Statement (as the case may be), and, to the best of the knowledge of
          such counsel, no stop order suspending the effectiveness of a
          Registration Statement or any part thereof has been issued and no
          proceedings for that purpose have been instituted or are pending or
          contemplated under the Act, and each Registration Statement and the
          Prospectus, and each amendment or supplement thereto, as of their
          respective effective or issue dates, complied as to form in all
          material respects with the requirements of the Act and the Rules and
          Regulations; such counsel have no reason to believe that any part of a
          Registration Statement or any amendment thereto, as of its effective
          date or as of such Closing Date, contained any untrue statement of a
          material fact or omitted to state any material fact required to be
          stated therein or necessary to make the statements therein not
          misleading; or that the Prospectus or any amendment or supplement
          thereto, as of its issue date or as of such Closing Date, contained
          any untrue statement of a material fact or omitted to state any
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading; the descriptions in the Registration Statements and
          Prospectus of statutes, legal and governmental proceedings (except for
          the statements set forth under the caption "Business -- Regulation of
          the Wireless Telecommunications Industry" in the Company's Annual
          Report on Form 10-K for the year ended September 30, 2001), and
          contracts and other documents are accurate and fairly present the
          information required to be shown; and such counsel does not know of
          any legal or governmental proceedings required to be described in a
          Registration Statement or the Prospectus which are not described as
          required or of any contracts or documents of a character required to
          be described in a Registration Statement or the Prospectus or to be
          filed as exhibits to a Registration Statement which are not described
          and filed as required; it being understood that such counsel need
          express no opinion as to the financial statements or other financial
          data contained in the Registration Statements or the Prospectus; and

               (viii) This Agreement has been duly authorized, executed and
          delivered by the Company.

          (f) The Representatives shall have received an opinion, dated such
     Closing Date, of Simpson Thacher & Bartlett, O'Melveny & Myers LLP and
     Meyer Capel, a Professional Corporation, counsel for the respective Selling
     Stockholders, each substantially to the effect that:

               (i) Each Selling Stockholder had valid and unencumbered title to
          the Offered Securities delivered by Selling Stockholder on such
          Closing Date and had full

                                       19

<PAGE>

          right, power and authority to sell, assign, transfer and deliver the
          Offered Securities delivered by such Selling Stockholder on such
          Closing Date hereunder; and the several Underwriters have acquired
          valid and unencumbered title to the Offered Securities purchased by
          them from the Selling Stockholders on such Closing Date hereunder;

               (ii) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by any Selling Stockholder for the consummation of
          the transactions contemplated by the Custody Agreement, if any, or
          this Agreement in connection with the sale of the Offered Securities
          sold by the Selling Stockholders, except such as have been obtained
          and made under the Act and such as may be required under state
          securities laws;

               (iii) The execution, delivery and performance of the Custody
          Agreement, if any, and this Agreement and the consummation of the
          transactions therein and herein contemplated will not, to the
          knowledge of such counsel, result in a breach or violation of any of
          the terms and provisions of, or constitute a default under, any
          statute, any rule, regulation or order of any governmental agency or
          body or any court having jurisdiction over any Selling Stockholder or
          any of their properties or any agreement or instrument to which any
          Selling Stockholder is a party or by which any Selling Stockholder is
          bound or to which any of the properties of any Selling Stockholder is
          subject, or the charter or by-laws of any Selling Stockholder which is
          a corporation; and

               (iv) The Power of Attorney and related Custody Agreement, if any,
          with respect to each Selling Stockholder has been duly authorized,
          executed and delivered by such Selling Stockholder and constitute
          valid and legally binding obligations of each such Selling Stockholder
          enforceable in accordance with their terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles; and

               (v) This Agreement has been duly authorized, executed and
          delivered by each Selling Stockholder.

          (g) The Representatives shall have received from Mayer, Brown & Platt,
     counsel for the Underwriters, such opinion or opinions, dated such Closing
     Date, with respect to the incorporation of the Company, the validity of the
     Offered Securities delivered on such Closing Date, the Registration
     Statements, the Prospectus and other related matters as the Representatives
     may reasonably require, and the Selling Stockholders and the Company shall
     have furnished to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters.

          (h) The Representatives shall have received a certificate, dated such
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer

                                       20

<PAGE>

     of the Company in which such officers, to the best of their knowledge after
     reasonable investigation, shall state that: the representations and
     warranties of the Company in this Agreement are true and correct as of the
     Closing Date; the Company has complied with all agreements and satisfied
     all conditions on its part to be performed or satisfied hereunder at or
     prior to such Closing Date; no stop order suspending the effectiveness of
     any Registration Statement has been issued and no proceedings for that
     purpose have been instituted or are contemplated by the Commission; the
     Additional Registration Statement (if any) satisfying the requirements of
     subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b),
     including payment of the applicable filing fee in accordance with Rule
     111(a) or (b) under the Act, prior to the time the Prospectus was printed
     and distributed to any Underwriter; and, subsequent to the dates of the
     most recent financial statements in the Prospectus, there has been no
     material adverse change, nor any development or event involving a
     prospective material adverse change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as a whole except as set forth in or contemplated by the
     Prospectus or as described in such certificate.

          (i) The Representatives shall have received a letter, dated such
     Closing Date, of KPMG LLP which meets the requirements of subsection (a) of
     this Section, except that the specified date referred to in such subsection
     will be a date not more than three days prior to such Closing Date for the
     purposes of this subsection.

          (j) The Representatives shall have received a letter, dated such
     Closing Date, of Deloitte & Touche LLP which meets the requirements of
     subsection (b) of this Section, except that the specified date referred to
     in such subsection will be a date not more than three days prior to such
     Closing Date for the purposes of this subsection.

          (k) On or prior to the date of this Agreement, The Representatives
     shall have received lockup letters from each of the executive officers and
     directors of the Company.

          (l) The Representatives shall have received a certificate, dated such
     Closing Date, of Selling Stockholders in which the Selling Stockholders, to
     the best of their knowledge after reasonable investigation, shall state
     that: their representations and warranties in this Agreement are true and
     correct and that the Selling Stockholders have complied with all agreements
     and satisfied all conditions on their part to be performed or satisfied
     hereunder at or prior to such Closing Date.

          (m) The Custodian will deliver to CSFBC and Lehman a letter stating
     that they will deliver to each Selling Stockholder a United States Treasury
     Department Form 1099 (or other applicable form or statement specified by
     the United States Treasury Department regulations in lieu thereof) on or
     before January 31 of the year following the date of this Agreement.

                                       21

<PAGE>

          (n) The Representatives shall have received an opinion, dated such
     Closing Date, of Wiley, Rein & Fielding LLP, counsel for the Company, to
     the effect that the statements set forth under the caption "Business --
     Regulation of the Wireless Telecommunications Industry" in the Company's
     Annual Report on Form 10-K for the year ended September 30, 2001, insofar
     as they purport to constitute a summary of the regulations applicable to
     the operations of the Company under the Communications Act of 1934, fairly
     summarize the matters therein described and are accurate and complete in
     all material respects.

The Selling Stockholders and the Company will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. CSFBC and Lehman may in their sole
discretion waive on behalf of the Underwriters compliance with any conditions to
the obligations of the Underwriters hereunder, whether in respect of an Optional
Closing Date or otherwise.

     7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any who controls such Underwriter within the meaning of Section 15 of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in
subsection (c) below and provided, further, that with respect to any untrue
statement or alleged untrue statement in or omission or alleged omission from
any preliminary prospectus the foregoing indemnity shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased the Offered Securities concerned, to
the extent that a prospectus relating to such Offered Securities was required to
be delivered by such Underwriter under the Act in connection with such purchase
and any such loss, claim, damage or liability of such Underwriter results from
the fact that there was not sent or given to such person, at or prior to the
written confirmation of the sale of such Offered Securities to such person, a
copy of the Prospectus (exclusive of material incorporated by reference) if the
Company had previously furnished copies thereof to such Underwriter.

          (b) Each Selling Stockholder, severally and not jointly, will
     indemnify and hold harmless each Underwriter, its partners, directors and
     officers and each person who

                                       22

<PAGE>

     controls such Underwriter within the meaning of Section 15 of the Act,
     against any losses, claims, damages or liabilities, joint or several, to
     which such Underwriter may become subject, under the Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon any untrue statement or
     alleged untrue statement of any material fact contained in any Registration
     Statement, the Prospectus, or any amendment or supplement thereto, or any
     related preliminary prospectus, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, and will reimburse each Underwriter for any legal or other
     expenses reasonably incurred by such Underwriter in connection with
     investigating or defending any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that the Selling
     Stockholders will not be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is based upon an
     untrue statement or alleged untrue statement in or omission or alleged
     omission from any of such documents in reliance upon and in conformity with
     written information furnished to the Company by an Underwriter through the
     Representatives specifically for use therein, it being understood and
     agreed that the only such information furnished by any Underwriter consists
     of the information described as such in subsection (c) below; provided,
     further, that a Selling Stockholder shall only be subject to such liability
     to the extent that the untrue statement or alleged untrue statement or
     omission or alleged omission is based upon the Selling Stockholders
     Information relating to such Selling Stockholder and provided, further,
     that the liability under this subsection of each Selling Stockholder shall
     be limited to an amount equal to the aggregate gross proceeds to such
     Selling Stockholder from the sale of Securities sold by such Selling
     Stockholder hereunder, after deducting underwriting discounts and
     commissions but before out-of-pocket expenses, if any.

          (c) Each Underwriter will severally and not jointly indemnify and hold
     harmless the Company, its directors and officers and each person, if any,
     who controls the Company within the meaning of Section 15 of the Act, and
     each Selling Stockholder, its partners, directors and officers and each
     person who controls such Selling Stockholder against any losses, claims,
     damages or liabilities to which the Company or such Selling Stockholder may
     become subject, under the Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact contained in any Registration Statement, the Prospectus, or any
     amendment or supplement thereto, or any related preliminary prospectus, or
     arise out of or are based upon the omission or the alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading, in each case to the extent, but
     only to the extent, that such untrue statement or alleged untrue statement
     or omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Underwriter
     through the Representatives specifically for use therein, and will
     reimburse any legal or other expenses reasonably incurred by the Company
     and each Selling Stockholder in connection with investigating or defending
     any such loss, claim, damage, liability or action as such expenses are
     incurred, it being understood and

                                       23

<PAGE>

     agreed that the only such information furnished by any Underwriter consists
     of the following information in the Prospectus furnished on behalf of each
     Underwriter: the concession and reallowance figures appearing in the fourth
     paragraph under the caption "Underwriting" and the information contained in
     the ninth, tenth and eleventh paragraphs under the caption "Underwriting";
     provided, that with respect to the eleventh paragraph, Thomas Weisel
     Partners LLC shall be solely responsible for the information contained in
     the eleventh paragraph under the caption "Underwriting".

          (d) Promptly after receipt by an indemnified party under this Section
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against an indemnifying party
     under subsection (a), (b) or (c) above, notify the indemnifying party in
     writing of the commencement thereof; but the omission so to notify the
     indemnifying party will not relieve it from any liability which it may have
     to any indemnified party otherwise than under subsection (a), (b) or (c)
     above, except to the extent that such indemnifying party is materially
     prejudiced as a result of such failure to give notice, in which case the
     indemnifying party will be relieved of liability only to the extent of such
     prejudice. In case any such action is brought against any indemnified party
     and it notifies an indemnifying party of the commencement thereof, the
     indemnifying party will be entitled to participate therein and, to the
     extent that it may wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     and after notice from the indemnifying party to such indemnified party of
     its election so to assume the defense thereof, the indemnifying party will
     not be liable to such indemnified party under this Section for any legal or
     other expenses subsequently incurred by such indemnified party in
     connection with the defense thereof other than reasonable costs of
     investigation. It is understood that the indemnifying party shall not, in
     connection with any proceeding or related proceedings in the same
     jurisdiction, be liable for the reasonable fees and expenses of more than
     one separate firm and local counsel for all such indemnified parties. No
     indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is or could have been a
     party and indemnity could have been sought hereunder by such indemnified
     party unless such (i) settlement includes an unconditional release of such
     indemnified party from all liability on any claims that are the subject
     matter of such action and (ii) does not include a statement as to, or an
     admission of, fault, culpability or a failure to act by or on behalf of an
     indemnified party. The indemnifying party shall not be liable for any
     settlement of any proceeding effected without its written consent which
     shall not be unreasonably withheld.

          (e) If the indemnification provided for in this Section is unavailable
     or insufficient to hold harmless an indemnified party under subsection (a),
     (b) or (c) above, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of the losses,
     claims, damages or liabilities referred to in subsection (a), (b) or (c)
     above (i) in such proportion as is appropriate to reflect the relative
     benefits received by the Company and the Selling Stockholders on the one
     hand and the Underwriters on the other hand from the offering of the
     Securities or (ii) if the allocation

                                       24

<PAGE>

     provided by clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault of the Company
     and the Selling Stockholders on the one hand and the Underwriters on the
     other hand in connection with the statements or omissions which resulted in
     such losses, claims, damages or liabilities as well as any other relevant
     equitable considerations. The relative benefits received by the Company and
     the Selling Stockholders on the one hand and the Underwriters on the other
     hand shall be deemed to be in the same proportion as the total net proceeds
     from the offering (before deducting expenses) received by the Company and
     the Selling Stockholders bear to the total underwriting discounts and
     commissions received by the Underwriters. The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company, the Selling Stockholders or the Underwriters and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such untrue statement or omission. The amount paid by an
     indemnified party as a result of the losses, claims, damages or liabilities
     referred to in the first sentence of this subsection (e) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any action or claim
     which is the subject of this subsection (e). Notwithstanding the provisions
     of this subsection (e), no Underwriter shall be required to contribute any
     amount in excess of the amount by which the total price at which the
     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such Underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation. The Underwriters' obligations in this
     subsection (e) to contribute are several in proportion to their respective
     underwriting obligations and not joint.

          (f) The obligations of the Company and the Selling Stockholders under
     this Section shall be in addition to any liability which the Company and
     the Selling Stockholders may otherwise have and shall extend, upon the same
     terms and conditions, to each person, if any, who controls any Underwriter
     (as hereinafter defined) within the meaning of the Act; and the obligations
     of the Underwriters under this Section shall be in addition to any
     liability which the respective Underwriters may otherwise have and shall
     extend, upon the same terms and conditions, to each director of the
     Company, to each officer of the Company who has signed a Registration
     Statement and to each person, if any, who controls the Company within the
     meaning of the Act.

     8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
Closing Date or any Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date,
CSFBC and Lehman may make arrangements satisfactory to the Company

                                       25

<PAGE>

and the Selling Stockholders for the purchase of such Offered Securities by
other persons, including any of the Underwriters, but if no such arrangements
are made by such Closing Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective commitments hereunder, to
purchase the Offered Securities that such defaulting Underwriters agreed but
failed to purchase on such Closing Date. If any Underwriter or Underwriters so
default and the aggregate number of shares of Offered Securities with respect to
which such default or defaults occur exceeds 10% of the total number of shares
of Offered Securities that the Underwriters are obligated to purchase on such
Closing Date and arrangements satisfactory to CSFBC and Lehman, the Company and
the Selling Stockholders for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter, the
Company or the Selling Stockholders, except as provided in Section 9 (provided
that if such default occurs with respect to Optional Securities after the First
Closing Date, this Agreement will not terminate as to the Firm Securities or any
Optional Securities purchased prior to such termination). In any such case,
either the Representatives or the Company and/or Selling Stockholders shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and in the Prospectus or in any other documents or arrangements may be effected.
As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

     9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by them pursuant to Section 5 and the
respective obligations of the Company, the Selling Stockholders, and the
Underwriters pursuant to Section 7 shall remain in effect, and if any Offered
Securities have been purchased hereunder the representations and warranties in
Section 2 and all obligations under Section 5 shall also remain in effect. If
the purchase of the Offered Securities by the Underwriters is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 or the occurrence of any event specified in clause (iii),
(iv), (v), (vi) or (vii) of Section 6(d), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

     10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it at AirGate PCS, Inc., Harris Tower, 233 Peachtree Street NE, Suite 1700,
Atlanta, Georgia 30303, Attention: Chief Financial Officer with a copy to the

                                       26

<PAGE>

General Counsel of the Company or, if sent to Blackstone, will be mailed,
delivered or telegraphed and confirmed to The Blackstone Group at 345 Park
Avenue, 31st Floor, New York, NY 10154, Attention: Michael S. Chae with a copy
to Wilson S. Neely, 425 Lexington Avenue, New York, NY 10017, or if sent to TCW
Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB LLC, TCW Shared
Opportunity Fund III, L.P., TCW Leveraged Income Trust, L.P., TCW Leveraged
Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P., TCW/Crescent
Mezzanine Partners II, L.P. and TCW/Crescent Mezzanine Trust II (collectively,
"TCW"), will be mailed, delivered or telegraphed and confirmed to 11100 Santa
Monica Blvd., Suite 2000, Los Angeles, CA 90025, Attention: John Rocchio, or, if
sent to Geneseo Communications, Inc., will be mailed, delivered or telegraphed
and confirmed to Geneseo Communications, Inc., 111 East First Street, Geneseo,
IL 61254, or, if sent to Cambridge Telecom, Inc., will be mailed, delivered or
telegraphed and confirmed to Cambridge Telecom, Inc., 111 East First Street,
Geneseo, IL 61254, or, if sent to Cass Communications, Inc., will be mailed,
delivered or telegraphed and confirmed to Cass Communications, Inc., 100 Redbud
Road, Virginia, IL 62691, or, if sent to Technology Group, LLC, will be mailed,
delivered or telegraphed and confirmed to Technology Group, LLC, 5885 North
State Route 159, Edwardsville, IL 62025, or, if sent to Montrose Mutual PCS,
will be mailed, delivered or telegraphed and confirmed to Montrose Mutual PCS,
102 North Main Street, Dietrich, IL 62424, or, if sent to Gridley Enterprises,
Inc., will be mailed, delivered or telegraphed and confirmed to Gridley
Enterprises, Inc., 211 East Gridley, Gridley, IL 61744, or, if sent to Timothy
M. Yager, will be mailed, delivered to telegraphed and confirmed at 28400
Heritage Oak Road, Barrington, IL 60010, Attention: Timothy M. Yager; provided,
however, that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

     12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC or Lehman will be binding upon all the Underwriters.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.

     The Company hereby submits to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

                                       27

<PAGE>

     If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Stockholders, the Company and the several Underwriters in accordance with its
terms.

                        Very truly yours,


                        AIRGATE PCS, INC.

                           By: /s/ Barbara L. Blackford
                              --------------------------------------------------
                              Name: Barbara L. Blackford
                              Title: Vice President, General Counsel and
                                     Secretary

                        BLACKSTONE COMMUNICATIONS PARTNERS I L.P.

                           By: Blackstone Communications Management Associates I
                                 L.L.C., its General Partner

                           By: /s/ Lawrence H. Guffey
                               -------------------------------------------------
                               Name: Lawrence H. Guffey
                               Title: Member

                        BLACKSTONE iPCS CAPITAL PARTNERS L.P.

                           By: Blackstone Media Management Associates III
                                 L.L.C., its General Partner

                           By: /s/ Lawrence H. Guffey
                               -------------------------------------------------
                               Name: Lawrence H. Guffey
                               Title: Member

                        BLACKSTONE/iPCS L.L.C.
                           By: Blackstone Media Management Associates III
                                 L.L.C., as General Partner of Blackstone iPCS
                                 Offshore Capital Partners L.P., a Member

                           By: /s/ Lawrence H. Guffey
                               -------------------------------------------------
                               Name: Lawrence H. Guffey
                               Title: Member

<PAGE>

                        TCW SHARED OPPORTUNITY FUND II, L.P.
                           By: TCW Investment Management Company
                                 Its Investment Manager

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                        SHARED OPPORTUNITY FUND IIB LLC
                           By: TCW Asset Management Company
                                 as its Investment Advisor

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                        TCW SHARED OPPORTUNITY FUND III, L.P.
                           By: TCW Asset Management Company
                                 Its Investment Advisor

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                        TCW LEVERAGED INCOME TRUST, L.P.
                           By: TCW Advisers (Bermuda), Ltd.
                                 as its General Partner

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                           By: TCW Investment Management Company
                                 as Investment Adviser

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

<PAGE>

                        TCW LEVERAGED INCOME TRUST II, L.P.
                           By: TCW (LINC II), L.P.
                                 as its General Partner

                           By: TCW Advisers (Bermuda), Ltd.
                                 its General Partner

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                           By: TCW Investment Management Company
                                 as Investment Adviser

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

                        TCW LEVERAGED INCOME TRUST IV, L.P.
                           By: TCW Asset Management Company
                                 as its Investment Advisor

                           By: /s/ Jean-Marc Chapus
                               -------------------------------------------------
                               Name: Jean-Marc Chapus
                               Title: Managing Director

                           AND

                           By: TCW Asset Management Company
                                 as its Managing Member of
                                 TCW (LINC IV) L.L.C., the General Partner

                           By: /s/ Michael K. Parks
                               -------------------------------------------------
                               Name: Michael K. Parks
                               Title: Managing Director

                        TCW/CRESCENT MEZZANINE PARTNERS II, L.P. AND
                        TCW/CRESCENT MEZZANINE TRUST II

                           By: TCW/Crescent Mezzanine II, L.L.C.
                                 its Investment Manager.
                           By: TCW/Crescent Mezzanine, L.L.C.
                                 as its Managing Owner

                           By: /s/ James C. Shelvet, Jr.
                               -------------------------------------------------
                               Name: James C. Shelvet, Jr.
                               Title: Senior Vice President

<PAGE>

                           GENESEO COMMUNICATIONS, INC
                           CAMBRIDGE TELECOM, INC.
                           CASS COMMUNICATIONS, INC.
                           TECHNOLOGY GROUP, LLC
                           MONTROSE MUTUAL PCS
                           GRIDLEY ENTERPRISES, INC.
                           SHEPHERD'S ENDOWMENT

                           By: /s/ Timothy M. Yager
                               -------------------------------------------------
                               Name: Timothy M. Yager
                               Title: Attorney-in-Fact

                               /s/ Timothy M. Yager
                               -------------------------------------------------
                               Timothy M. Yager, individually



The foregoing Underwriting Agreement is
  hereby confirmed and accepted as of the
  date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
UBS WARBURG LLC
TD SECURITIES (USA) INC.,
THOMAS WEISEL PARTNERS LLC
WILLIAM BLAIR & COMPANY, L.L.C.
      Acting on behalf of themselves and as the
        Representatives of the several
        Underwriters.

By  Credit Suisse First Boston Corporation

  By:    /s/ Edward Yorke
     -------------------------------------------
      Name:  Edward Yorke
      Title:  Managing Director

By  Lehman Brothers Inc.

  By:    /s/ Perry Hoffmeister
     -------------------------------------------
      Name:  Perry Hoffmeister
      Title:  Managing Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE DATED 12/14/2001
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

[LOGO OF AIRGATE PCS]


FOR IMMEDIATE RELEASE

Contact: Alan B. Catherall
         Chief Financial Officer
         404-525-7272

                     AIRGATE PCS, INC. ANNOUNCES pricing of
                         Public Offering of Common Stock

ATLANTA (December 14, 2001) - AirGate PCS, Inc. (Nasdaq/NM: PCSA), a Sprint PCS
Network Partner serving parts of the Southeast and Midwest, announced today the
pricing of its public offering of four million shares of its common stock at a
price of $50 per share. The shares are being offered by certain former
stockholders of iPCS, Inc., which became a wholly-owned subsidiary of AirGate
PCS in a merger effective November 30, 2001. The Company has also granted the
underwriters an option to purchase from AirGate up to an additional 600,000
shares of common stock to cover over-allotments, if any.

Credit Suisse First Boston and Lehman Brothers are the joint book-running
managers for the offering. UBS Warburg LLC is the co-lead manager, with William
Blair & Company, Thomas Weisel Partners LLC and TD Securities serving as
co-managers.

AirGate PCS, Inc. and its subsidiaries are the Sprint PCS Network Partners with
the exclusive right to sell Sprint PCS products and services in territories
within seven states located in the southeastern and midwestern United States.
The territories include over 14.5 million residents in key markets such as Grand
Rapids, Michigan; Greenville-Spartanburg, Charleston, and Columbia, South
Carolina; Savannah and Augusta, Georgia; Champaign-Urbana and Springfield,
Illinois; and the Quad Cities. AirGate PCS is the largest Sprint PCS Network
Partner based on the covered population in its territories. As a Sprint PCS
Network Partner, AirGate PCS operates its own local PCS networks to exclusively
provide 100% digital, 100% PCS products and services under the Sprint and Sprint
PCS brand names in its territories.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state.

Copies of the final prospectus relating to the offering may be obtained from the
offices of Credit Suisse First Boston, Eleven Madison Avenue, New York, New York
10010 or from the offices of Lehman Brothers, Prospectus Fulfillment c/o ADP
Financial Services, 55 Mercedes Way, Edgewood, New Jersey 11717.

                                      -END-

</TEXT>
</DOCUMENT>
</SUBMISSION>
