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<PAGE>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-K/A

                                 Amendment No. 1

                  For Annual and Transition Reports Pursuant to
                Section 13 or 15(d) of the Securities Act of 1934

(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For The Fiscal Year Ended September 30, 2002.

                                       OR


|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                         Commission File Number: 027455

                                   ----------

                                AirGate PCS, Inc.
             (Exact name of registrant as specified in its charter)


                Delaware                                    58-2422929
      (State other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                   Identification Number)

           Harris Tower, 233
     Peachtree St. NE, Suite 1700,
            Atlanta, Georgia                                   30303
(Address of principal executive offices)                    (Zip code)

                                 (404) 525-7272
               Registrant's telephone number, including area code

                                   ----------

        Securities registered pursuant to Section 12(b) of the Act: None.

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes |_| No |X|

         The aggregate market value of the voting stock held by non-affiliates
of the registrant computed by reference to the closing sale price on the Nasdaq
Stock Market on March 29, 2002, the last business day of the registrant's most
recently completed second fiscal quarter, was approximately $322,982,898. (For
purposes of determination of the foregoing amount, only our directors and
executive officers have been deemed affiliates).

         As of December 27, 2002, there were 25,836,520 shares of common stock,
$0.01 par value per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Definitive Proxy Statement to be filed within 120 days
after September 30, 2002 for the Registrant's Annual Shareholder Meeting are
incorporated into Part III of this Report on Form 10-K.

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

                                EXPLANATORY NOTE

This Form 10-K/A is being amended solely for the purpose of correcting
parenthetical errors in the Consolidated Statements of Stockholders' Equity
(Deficit), and mechanical errors in the financial information in Note 1(b) and
the Selected Quarterly Financial Data (Unaudited) with respect to Net loss per
share--basic and diluted for the fourth quarter of fiscal 2002 in Note 14, and
to update the signature page and the certifications required by the
Sarbanes-Oxley Act of 2002 in Item 15 and Exhibits 99.1 and 99.2, and to update
KPMG LLP's report on the financial statement schedule to reference this 10-K/A
and the consent of KPMG LLP in Exhibit 23. This Form 10-K/A does not reflect
events occurring after the filing of the original Form 10-K, or modify or update
the disclosures therein in any way other than as required to reflect these
changes.

<PAGE>

                                AIRGATE PCS, INC.

                           ANNUAL REPORT ON FORM 10-K
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
   ITEM NO.                                                                                                 NO.
   --------                                                                                                 ---
<S>                                                                                                        <C>
   PART I ..............................................................................................     1

   ITEM 1.    Business .................................................................................     1

   ITEM 2.    Properties ...............................................................................    37

   ITEM 3.    Legal Proceedings ........................................................................    37

   ITEM 4.    Submission of Matters to a Vote of Security Holders ......................................    37

   PART II .............................................................................................    38

   ITEM 5.    Market For Registrant's Common Equity And Related Stockholder Matters ....................    38

   ITEM 6.    Selected Financial Data ..................................................................    39

   ITEM 7.    Management's Discussion And Analysis Of Financial Condition And Results Of Operations ....    40

   ITEM 7A.   Quantitative And Qualitative Disclosures About Market Risk ...............................    60

   ITEM 8.    Financial Statements .....................................................................    60

   ITEM 9.    Changes In And Disagreements With Accountants On Accounting And Financial Disclosure .....    60

   PART III ............................................................................................    61

   ITEM 14.   Controls and Procedures ..................................................................    61

   PART IV .............................................................................................    62

   ITEM 15.   Financial Statements, Schedules, And Reports On Form 8-K and Exhibits ....................    62

</TABLE>

<PAGE>

                                     PART I

ITEM 1. Business

Special Caution Regarding Forward-Looking Statements

This annual report on Form 10-K and other documents we file with the Securities
and Exchange Commission ("SEC") contain forward-looking statements that are
based on current expectations, estimates, forecasts and projections about us,
our future performance, our liquidity, the wireless industry, our beliefs and
our management's assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by or on our behalf. Words
such as "anticipate," "believe," "estimate," "expect," "goal," "intend," "plan,"
"project," "seek," "target," variations of such words and similar expressions
are intended to identify such forward-looking statements. These statements are
not guarantees of future performance and involve certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements. Except as required under the federal securities laws
and the rules and regulations of the SEC, we do not have any intention or
obligation to update publicly any forward-looking statements after the
distribution of this annual report on Form 10-K, whether as a result of new
information, future events, changes in assumptions, or otherwise.

Important factors that could cause our actual results to differ materially from
the results contemplated by the forward-looking statements are contained in the
"Risk Factors" section in this Item 1, in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
report.

Certain Definitions

In this annual report on Form 10-K, we refer to AirGate PCS, Inc. and its
subsidiaries, other than iPCS, Inc. and its subsidiaries, as "AirGate." We refer
to iPCS, Inc. and its subsidiaries as "iPCS." Unless the context otherwise
requires, the use of "we," "our," "us" or "the Company," refers to the combined
company of AirGate and iPCS after giving effect to the merger. AirGate has three
other wholly-owned subsidiaries, AGW Leasing Company, Inc., AirGate Network
Services, LLC and AirGate Service Company, Inc. iPCS has two wholly-owned
subsidiaries, iPCS Wireless, Inc. and iPCS Equipment, Inc.

"Sprint PCS" refers to Sprint Communications Company, L.P., Sprint Spectrum L.P.
and WirelessCo, L.P. In this annual report on Form 10-K, we refer to Sprint
Corporation and its affiliates, including Sprint PCS, as "Sprint". Statements in
this report regarding Sprint are derived from information contained in our
agreements with Sprint, periodic reports and other documents filed by Sprint
with the Securities and Exchange Commission or press releases issued by Sprint.

                                BUSINESS OVERVIEW

Background

AirGate PCS, Inc. and its subsidiaries and predecessors were formed for the
purpose of becoming a leading regional provider of wireless Personal
Communication Services, or PCS. We are a network partner of Sprint PCS, a wholly
owned subsidiary of Sprint Corporation, a diversified telecommunications service
provider. On November 30, 2001, AirGate acquired iPCS, Inc., another Sprint
network partner, by merging a wholly-owned subsidiary with and into iPCS. As
required by the terms of our outstanding indebtedness, we conduct our business
operations through two separate corporate entities: (i) AirGate and its
wholly-owned unrestricted subsidiaries and (ii) iPCS and its wholly-owned
subsidiaries.

Sprint operates a 100% digital PCS wireless network in the United States and
holds the licenses to provide PCS nationwide using a single frequency band and a
single technology. Sprint, directly and indirectly through network partners such
as us, provides wireless services in more than 4,000 cities and communities
across the country. Sprint directly operates its PCS network in major
metropolitan markets throughout the United States. Sprint has also entered into
independent agreements with various network partners, such as us, under which
the network partners have agreed to construct and manage PCS networks in smaller
metropolitan areas and along major highways.

Through AirGate's management agreement with Sprint, AirGate has the right to
market and provide Sprint PCS products and services in a territory that covers
almost the entire state of South Carolina, parts of North Carolina, and the
eastern Georgia cities of Augusta and Savannah. AirGate's territory encompasses
21 markets and approximately 7.1 million residents. Through iPCS' management
agreement with Sprint, iPCS has the right to market and provide Sprint PCS
products and services in a territory that


                                       1

<PAGE>

covers mid-sized cities and rural areas in parts of Illinois, Michigan, Iowa and
eastern Nebraska. iPCS' territory encompasses 37 markets with approximately 7.4
million residents.

As of September 30, 2002, AirGate had 339,139 subscribers and total network
coverage of approximately 5.9 million residents, representing approximately 83%
of the residents in its territory. For the year ended September 30, 2002,
AirGate generated revenue of approximately $313.5 million.

As of September 30, 2002, iPCS had 215,694 subscribers and total network
coverage of approximately 5.6 million residents, representing approximately 76%
of the residents in its territory. For the year ended September 30, 2002, iPCS
generated revenue of approximately $144.1 million.

As of September 30, 2002, the combined Company had 554,833 subscribers and total
network coverage of approximately 11.5 million residents, representing
approximately 79% of the residents in our territories. For the year ended
September 30, 2002, the Company generated revenue of approximately $456.6
million.

Current Operating Environment and its Impact on the Company

Since the beginning of the year, the wireless communications industry, as well
as the Company, has experienced significant declines in per share equity prices.
We believe that this decline in wireless stocks results from a weaker outlook
for the wireless industry than previously expected. Reasons for a weaker
operating environment include:

         o        declining rates of subscriber growth in the United States as
                  overall rates of penetration in the wireless industry approach
                  and exceed 50%, which decline may have been exacerbated by a
                  widespread economic slowdown;

         o        concerns that these declines, coupled with intense competition
                  among wireless service providers in the United States, will
                  continue to lead to service offerings of increasingly large
                  bundles of minutes at lower prices;

         o        higher rates of churn resulting from intense competition and
                  programs for sub-prime credit quality subscribers; and

         o        the highly leveraged capital structures of many wireless
                  providers and a lack of viable financing alternatives.

Our business has been and continues to be affected by these market conditions.
In addition, as a result of our dependence on Sprint, AirGate and iPCS are also
confronted with additional factors that have had a negative impact on our
operations such as:

         o        We offered a program that attracted sub-prime credit quality
                  subscribers and contributed to high rates of churn. The
                  introduction of this program was required under our agreements
                  with Sprint until late February, 2002 (See "Marketing
                  Strategy--Pricing" for a description of the program and
                  "Sprint Relationship and Agreements");

         o        Over the past year, Sprint has taken a number of actions which
                  resulted in unanticipated charges or increases in charges to
                  the Company. Some of these charges resulted from errors by
                  Sprint, while others were charges to which we had little or no
                  advance notice. The effect of these actions was to reduce our
                  liquidity and interject a greater degree of uncertainty to our
                  business and financial planning (See "Sprint Relationship and
                  Agreements");

         o        Our dependence on Sprint to provide customer care provides us
                  limited tools to improve the quality of customer care, which
                  may contribute to higher churn;

         o        Because 60% of our costs of service and roaming is paid to
                  Sprint as service, affiliation, roaming, long-distance and
                  other fees and expenses under our agreements, our ability to
                  control costs through our own cost cutting measures is more
                  limited (See "Related Party Transactions--Transactions with
                  Sprint"); and

         o        a more limited control of our own working capital.

These factors and the lack of additional sources of capital led us to revise our
business plans to reflect this less-favorable operating environment.

Over the near term, we have been and are managing both AirGate and iPCS to:

         o        restructure the organizations and eliminate positions to
                  operate in the most cost efficient manner possible;

         o        significantly reduce capital expenditures;

         o        cut back on spending for advertising and promotions; and

         o        restrict availability of programs for sub-prime subscribers to
                  reduce churn and improve the credit quality of our new
                  subscribers and our subscriber base.

Despite these measures, liquidity is an issue for iPCS in the near term. We
retained Houlihan Lokey Howard & Zukin Capital to review iPCS' revised long
range business plan, the strategic alternatives available to iPCS and to assist
iPCS in developing and


                                       2

<PAGE>

implementing a plan to improve its capital structure. Because current conditions
in the capital markets make additional financing unlikely, iPCS has undertaken
efforts to restructure its relationship with its secured lenders, its public
noteholders and Sprint, and we have begun restructuring discussions with
informal committees of these creditors. While the lenders and noteholders have
expressed willingness to work with iPCS, Sprint has informed us it is unwilling
to restructure its agreements with iPCS. Because of its deteriorating financial
condition, it is probable that iPCS will soon be required to seek protection
under the federal bankruptcy laws in an effort to effect a court-administered
reorganization. Even if a cooperative restructuring is possible, it is likely
that a court-administered reorganization would be a part of that process.

As a result of the industry trends discussed above and the fact that wireless
industry acquisitions subsequent to the Company's acquisition of iPCS have been
valued substantially lower on a price per population and price per subscriber
basis, the Company believed that the fair value of iPCS and its assets had been
reduced. The Company engaged a nationally recognized valuation expert on two
occasions during 2002 to perform fair value assessments of iPCS and its assets.
The Company recorded a goodwill impairment of approximately $261.2 million
during the quarter ended March 31, 2002. In the quarter ended September 30,
2002, the Company took total impairment charges of $556.2 million associated
with the impairment of goodwill, tangible and intangible assets related to iPCS
(See Note 2 to the consolidated financial statements).

Because iPCS is an unrestricted subsidiary, AirGate is generally unable to
provide capital or other financial support to iPCS. Further, iPCS lenders,
noteholders and creditors do not have a lien on or encumbrance on assets of
AirGate. We believe AirGate operations will continue independent of the outcome
of the iPCS restructuring. However, it is likely that AirGate's ownership
interest in iPCS will have no value after the restructuring is complete. It is
also possible that AirGate will no longer provide management services to iPCS if
ownership of iPCS changes. If this were to occur, AirGate would need to reduce
operating costs in an amount sufficient to recover the general and
administrative costs currently shared by both companies (estimated to be $4.6
million in fiscal 2003).

As described under "Liquidity and Capital Resources," as of December 30, 2002,
iPCS was in default under certain covenants contained in its senior secured
credit facility (the "iPCS credit facility") and indenture governing its notes
(the "iPCS notes"). Because of these events of default, the senior lenders will
have the ability to accelerate iPCS' payment obligations under the iPCS credit
facility and the holders of iPCS notes will have the ability to accelerate iPCS'
payment obligations under iPCS' indenture, after giving notice and the
expiration of applicable cure periods. iPCS is working with its lenders and
noteholders on a forbearance agreement, however there is no assurance that these
negotiations will be successful. In any event, we anticipate that iPCS will
default on certain financial covenants as of March 31, 2003 and iPCS expects to
file for bankruptcy in the near term, and these events are also events of
default under the iPCS credit facility.

While AirGate has also experienced a deterioration in its liquidity, it appears
that it is in a better position to address the issues discussed above. It has a
larger subscriber base than iPCS and, as a stand alone operation, AirGate's
business is more mature. Based upon its current business plan, which continues
to be revised and evaluated in light of evolving circumstances, we believe that
AirGate will have sufficient funds from operations and amounts available under
its senior secured credit facility (the "AirGate credit facility") to satisfy
our working capital needs, capital expenditures and other liquidity requirements
through fiscal 2003.

Business Strategy

Our goal is to become one of the most profitable regional wireless providers
through a conservative growth strategy of adding higher credit quality
subscribers with higher revenues while reducing costs. We believe the following
elements are critical to enable us to achieve this goal:

         o        continue to take advantage of our strategic relationship with
                  Sprint,

         o        maximize free cash flow by lowering our capital spending and
                  operating costs,

         o        reduce churn and improve the credit quality of our new
                  subscribers,

         o        work with Sprint to increase the predictability of costs and
                  financial information, and

         o        in the longer term, take advantage of the Sprint brand
                  recognition to capitalize on new growth initiatives, including
                  data services and wireline-to-wireless migration
                  opportunities.

Continue to capitalize on our strategic relationship with Sprint. The underlying
premise of our business plan is to continue to capitalize on our strategic
relationship with Sprint. We believe this relationship provides us with a
significant competitive advantage over other regional wireless providers because
of Sprint's:

         o        strong brand name recognition,

         o        all-digital nationwide coverage,



                                       3

<PAGE>

         o        quality products and services,

         o        advanced technology, and

         o        established distribution channels.

Maximize free cash flow by lowering capital spending and operating costs. We
believe our success will depend in large part on our ability to lower our
capital spending and operating costs and be cost competitive. With the primary
build-out of our network complete, we are reducing capital spending. In
addition, we have already taken a number of steps to lower our sales, marketing
and network service costs, including the following:

         o        reductions in discretionary spending,

         o        tightening management of vendors,

         o        closely examining our spending in sales and marketing,
                  including:

                  o        a management restructuring in our retail channel and
                           closing our least productive retail stores,

                  o        a reduction in support to our indirect distribution
                           channels to reflect reduced productivity in certain
                           of these outlets, such as Radio Shack and Walmart,

                  o        a reduction in support to our business distribution
                           channel.

As of January 10, 2003, these measures have resulted in a reduction in work
force of 106 (72 at AirGate and 34 at iPCS).

We are continuing to re-examine our business processes to identify other cost
savings opportunities and gain efficiencies. We are also undertaking a review of
our corporate staff functions to determine their optimal structure, both with
and without a management role with respect to iPCS.

Reduce churn and improve the credit quality of our subscribers. The high costs
associated with subscriber churn makes reducing churn critical to our success.
Currently, rates of churn, or customer turnover, are highest among sub-prime
credit quality customers. As a result, we have eliminated the program features
which were most attractive to sub-prime credit quality customers (See "Marketing
Strategy--Pricing" for a discussion of these programs and features). During the
last half of 2002, churn also increased in our prime credit quality customer
segments. The Company has implemented a customer education program with the goal
of both reducing churn in all customer segments and our exposure to non-paying
customers. We are also dedicating resources to identify other avenues to reduce
subscriber churn.

Work with Sprint to increase the predictability and accuracy of cost and
financial information. As described in more detail under "Sprint Relationship
and Agreements," over the past year, Sprint has taken actions which resulted in
unanticipated charges. Some of these charges resulted from errors by Sprint,
while others were charges to which we had little or no advance notice. The
effect of these actions were to reduce our liquidity and interject a greater
degree of uncertainty to our business and financial planning. We are working
with Sprint to provide greater visibility and predictability and to improve
accuracy of billing and other financial information.

In the longer term, take advantage of the Sprint brand recognition to capitalize
on new growth initiatives, including data services and wireline-to-wireless
migration opportunities.

Data Services and PCS Vision. The development of compelling data applications
will be critical to the growth in usage of wireless data network services. In
the third quarter of 2002, Sprint launched PCS Vision, a third generation
technology. Vision-enabled PCS devices take and receive pictures, check personal
and corporate e-mail, play games with full-color graphics and polyphonic sounds
and browse the Internet wirelessly with speeds that equal or exceed a home
computer's dial-up connection. At the same time, Sprint began to roll out a
broad portfolio of Vision-enabled devices that incorporate voice and data
functionality, expanded memory, high-resolution and larger color screens that
allow greater mobility, convenience and productivity. While the uptake of these
services has been slower than expected, we believe PCS Vision will provide a
vehicle for growth for data and wireless internet services.

Targeted Marketing. In addition to Sprint's national marketing plans, we plan to
develop local plans in conjunction with Sprint to target groups who share common
characteristics or have common needs in our territory.

Wireline-to-Wireless Migration Opportunities. We believe wireless will continue
to grow as a substitution for wireline services. Wireless internet access,
wireless local loop and other wireless applications can spur this migration and
increase sales of wireless services.

Other Recent Developments

AirGate's senior secured credit facility required that AirGate deliver audited
financial statements accompanied by an unqualified opinion of its independent
auditors by December 30, 2002, along with certain related documents. Similarly,
AirGate's discount


                                       4

<PAGE>

notes (the "AirGate notes") required that AirGate deliver an audit opinion of
its independent auditors, along with certain related documents, by December 30,
2002.

As described in this report under "Item 14. Controls and Procedures," we
discovered inconsistencies between certain accounts receivable reports provided
to us by Sprint. In early December, Sprint informed us that certain of these
reports could not be relied on for financial reporting purposes. While Sprint
and the Company worked diligently to resolve issues related to this discrepancy,
we were unable to complete our financial statements by December 30, 2002.

Because AirGate did not deliver the required information on December 30, 2002,
AirGate was in default under its credit facility and the indenture governing the
AirGate notes. Under the AirGate credit facility and indenture governing the
AirGate notes, the default did not constitute an event of default until the
giving of notice and expiration of the applicable cure period.

On December 31, 2002, Standard & Poor's ("S&P") downgraded AirGate's corporate
rating from CCC+ to CCC- and its rating of the AirGate notes from CCC- to CC. In
addition, S&P downgraded iPCS' corporate rating from CCC- to CC. AirGate has
also been placed on credit watch with negative implications pending the cure of
the default under its credit facility and its notes.

AirGate has cured any defaults under its credit facility and indenture by
delivery of the required information.

Risk Factors

We strongly encourage you to read the discussions under "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and elsewhere in this report for a
discussion of factors which could cause our results to differ materially from
our expectations.

Markets

We believe that connecting Sprint's existing PCS markets with our PCS markets is
an important part of Sprint's on-going strategy to provide seamless, nationwide
PCS service to its subscribers. We believe our combined territories, with 14.5
million residents, have attractive demographic characteristics. AirGate's
territory has many vacation destinations, covers substantial highway mileage and
includes a large student population, with at least 27 colleges and universities.
iPCS' territory includes markets that are adjacent to several major metropolitan
operational markets in the Midwestern United States, including Chicago, Detroit,
Des Moines, Indianapolis, Omaha and St. Louis, and also includes a large student
population, with over 90 colleges and universities. The following table sets
forth the location and estimated population in each of the markets that comprise
the Company's territories:

AirGate Basic Trading Areas (1)                            Population (2)
---------------------------                                ----------
Greenville-Spartanburg, SC ..............................    897,700
Savannah, GA ............................................    737,100
Charleston, SC ..........................................    686,800
Columbia, SC ............................................    657,000
Asheville-Hendersonville, NC ............................    588,700
Augusta, GA .............................................    579,400
Anderson, SC ............................................    346,600
Hickory-Lenoir-Morganton, NC ............................    331,100
Wilmington, NC ..........................................    327,600
Florence, SC ............................................    260,200
Greenville-Washington, NC ...............................    245,100
Goldsboro-Kinston, NC ...................................    232,000
Rocky Mount-Wilson, NC ..................................    217,200
Myrtle Beach, SC ........................................    186,400
New Bern, NC ............................................    174,700
Sumter, SC ..............................................    156,700
Jacksonville, NC ........................................    148,400
Orangeburg, SC ..........................................    119,600
The Outer Banks, NC (3) .................................     92,000
Roanoke Rapids, NC ......................................     76,800
Greenwood, SC ...........................................     74,400
                                                             -------


                                       5

<PAGE>


      Total .............................................  7,135,500
                                                           =========

(1)      Each of the AirGate markets contains 10 MHz of spectrum.
(2)      Based on 2000 estimates compiled by Kagan's Wireless Telecom Atlas &
         Databook, 2001 Edition, as reported per individual basic trading area.
(3)      Territory covered by our Sprint PCS management agreements do not
         comprise a complete basic trading area.

iPCS Basic Trading Areas                                 MHz       Population(1)
------------------------                                           ----------
Grand Rapids, MI .....................................    30        1,060,600
Saginaw-Bay City, MI .................................    30          634,100
Peoria, IL ...........................................    10          464,600
Davenport, IA and Moline, IL .........................    30          430,500
Cedar Rapids, IA .....................................    30          285,700
Springfield, IL ......................................    10          267,200
Waterloo-Cedar Falls, IA .............................    30          259,600
Omaha (Partial), NE (2) ..............................    30          248,800
Decatur-Effingham, IL ................................    10          247,600
Traverse City, MI ....................................    30          241,000
Bloomington, IL ......................................    10          234,100
Muskegon, MI .........................................    30          223,100
Champaign-Urbana, IL .................................    10          221,100
Dubuque, IA ..........................................    30          177,800
Des Moines, IA (Partial) (2) .........................    30          170,900
LaSalle-Peru-Ottawa-Streator, IL .....................    20          152,300
Grand Island-Kearney, NE .............................    30          147,100
Clinton, IA and Sterling, IL .........................    30          146,600
Burlington, IA .......................................    30          136,400
Kankakee, IL .........................................    20          135,600
Mount Pleasant, MI ...................................    30          130,700
Fort Dodge, IA .......................................    30          126,400
Iowa City, IA ........................................    30          125,400
Ottumwa, IA ..........................................    30          123,400
Mount Vernon-Centralia, IL ...........................    30          121,900
Mason City, IA .......................................    30          115,500
Danville, IL .........................................    20          110,700
Norfolk, NE ..........................................    30          110,600
Lincoln, NE (Partial) (2) ............................    30           98,300
Galesburg, IL ........................................    10           73,500
Hastings, NE .........................................    30           71,700
Jacksonville, IL .....................................    10           70,500
Matoon, IL ...........................................    10           62,600
Lansing, MI (Partial) (2) ............................    30           61,900
Marshalltown, IA .....................................    30           56,600
Battle Creek, MI (Partial) (2) .......................    30           54,600
St.  Louis, MO (Partial) (2) .........................    30           46,700
                                                                    ---------
      Total ..........................................              7,445,700
                                                                    =========

(1)      Based on 2000 estimates compiled by Kagan's Wireless Telecom Atlas &
         Databook, 2001 Edition, as reported per individual basic trading area.
(2)      Territory covered by iPCS' Sprint management agreement does not
         comprise a complete basic trading area.

AirGate's Sprint agreements required it to cover a specified percentage of the
population at a range of coverage levels within each of the markets granted to
it by those agreements by specified dates. AirGate is fully compliant with these
build-out requirements. iPCS' Sprint agreements required it to launch certain
markets by specified dates. We believe iPCS has satisfied these build-out
requirements as of September 30, 2002. iPCS' agreement with Sprint requires iPCS
to construct an additional four to five cell sites by December 31, 2004.

Products and Services

We offer Sprint PCS products and services throughout our territories. These PCS
products and services are generally designed to mirror the services offered by
Sprint.


                                       6

<PAGE>

100% Digital Wireless Network with Service Across the Country. Our primary
service is wireless mobility coverage. As Sprint network partners, our existing
PCS network is part of the largest 100% digital wireless PCS network in the
United States. Subscribers in our territory may use Sprint PCS services
throughout our contiguous markets and seamlessly throughout the Sprint PCS
network.

PCS Vision Service. In the third calendar quarter of 2002, Sprint launched PCS
Vision, a third generation technology. Vision-enabled PCS devices take and
receive pictures, check personal and corporate e-mail, play games with
full-color graphics and polyphonic sounds and browse the Internet wirelessly
with speeds that equal or exceed a home computer's dial-up connection. At the
same time, Sprint began to roll out a broad portfolio of Vision-enabled devices
that incorporate voice and data functionality, expanded memory, high-resolution
and larger color screens that allow greater mobility, convenience and
productivity. The Company supports and offers PCS Vision services and phones in
the majority of its territories.

Wireless Internet Access. Wireless Internet access is available through both the
new PCS Vision service and PCS Vision-enabled phones as well as the Sprint
Wireless Web and other data capable PCS phones. PCS subscribers with web
browser-enabled phones have the ability to receive information such as stock
prices, airline schedules, sports scores and weather updates directly on their
handsets. Subscribers with PCS Vision phones can browse full color, graphic
versions of popular web sites. Those subscribers with other browser-enabled
phones are able to browse specially designated text based sites.

CDMA and Dual Band/Dual Mode Handsets. We offer code division multiple access,
or CDMA, digital technology handsets. These handsets range from full-featured
models with special features such as Palm OS and built-in digital cameras to
models with voice only capability. The phones can weigh as little as 2.65 ounces
and can have standby times surpassing 300 hours. We offer dual band/dual mode
handsets that allow subscribers to make and receive calls on both PCS and
cellular frequency bands and both digital or analog technology.

Sprint and Non-Sprint Roaming. We provide roaming services to Sprint PCS
subscribers that use a portion of our PCS network, and to non-Sprint subscribers
when they use a portion of our PCS network pursuant to roaming agreements
between Sprint and other wireless service providers. Sprint and other wireless
service providers supply similar services to our subscribers when our
subscribers use a portion of their networks.

Marketing Strategy

Our marketing and sales strategy generally uses the national advertising and
marketing programs that have been developed by Sprint. We enhance the Sprint
marketing strategy with strategies and tactics we have tailored to our specific
markets.

Use Sprint's brand equity and marketing. We feature exclusively and prominently
the nationally recognized Sprint brand in our marketing effort. From our
subscribers' point of view, they use our network and the PCS national network
seamlessly as a unified nationwide network.

Pricing. Our use of the Sprint national pricing strategy offers our subscribers
simple, easy-to-understand service plans. Sprint's pricing plans are typically
structured with monthly recurring charges, large local calling areas, bundles of
minutes and service features such as voicemail, caller ID, call waiting, call
forwarding and three-way calling. We also feature Sprint Free and Clear plans,
which offer simple, affordable plans for consumer and business subscribers, and
include long distance calling from anywhere on the Sprint PCS nationwide
network.

A significant pricing plan for the Company is the Clear Pay program and its
predecessors, the Account Spending Limit ("ASL") and no-deposit ASL ("NDASL")
programs. Under these programs, subscribers who did not meet certain credit
criteria could qualify for our digital wireless services. Subscribers were
classified into prime and sub-prime credit quality, with those in the sub-prime
category further designated into credit classes. Under the ASL program,
sub-prime credit quality subscribers could select any plan offered subject to an
account spending limit. Prior to May 2001, all of these subscribers were
required to make a deposit ranging from $125 to $200 that could be credited
against future billings. In May 2001, the NDASL program eliminated the deposit
requirement on all credit classes. In November 2001, the NDASL program was
replaced with a substantially similar program known as Clear Pay. The primary
difference between the two programs was the re-introduction of a deposit
requirement in the lowest credit class and an increased emphasis on collection
processes. In late February 2002, the Clear Pay II Program replaced the Clear
Pay Program for new subscribers in select PCS network partner markets, including
the Company's territories. The Clear Pay II Program reinstates a $125 deposit
for all sub-prime quality subscribers. A further, recent enhancement to the
Clear Pay II Program requires a $250 deposit from those sub-prime subscribers in
the lowest credit class. Although iPCS removed these deposit requirements in its
territory for all sub-prime credit quality subscribers except for the lowest
credit class at certain times between June 2002 and November 2002, the Clear Pay
II Program and its deposit requirements are currently in effect in most of
AirGate's and iPCS' respective markets. As a result, sub-prime credit quality
subscribers accounted for 55% of our gross subscriber additions since the
introduction of the NDASL program in May, 2001 and as of September 30, 2002,
sub-prime credit quality subscribers accounted for 36% of AirGate subscribers
and 35% of iPCS subscribers, or 35% of the combined Company subscribers.


                                       7

<PAGE>

Local focus. Our local focus enables us to supplement Sprint's marketing
strategies with our own strategy and tactics tailored to each of our specific
markets. This focus can include local advertising, sponsorships and
distribution. We also enhance our local focus with specific service plans called
Area-wide Plans. These plans are designed for our territories to create a more
competitive product to those offered by other regional or local providers.

Advertising and promotions. Sprint uses national as well as regional television,
radio, print, outdoor and other advertising campaigns to promote its products.
We benefit from this national advertising in our territory at no additional cost
to us. Sprint also runs numerous promotional campaigns that provide subscribers
with benefits such as additional features at the same rate, free minutes of use
for limited time periods or special prices on handsets and other accessories.

Sponsorships. Sprint sponsors numerous national, regional and local events.
These sponsorships provide Sprint with brand name and product recognition in
high profile events, create a forum for sales and promotional events and enhance
our promotional efforts in our territory.

Sales and Distribution

Our agreements with Sprint require us to use Sprint's and our own sales and
distribution channels in our territories. Key elements of our sales and
distribution plan consist of the following:

Sprint stores. AirGate currently operates 38 and iPCS currently operates 27
retail Sprint stores within its territory. These stores are located in
metropolitan markets within our territories, providing us with a local presence
and visibility. These stores have been designed to facilitate retail sales, bill
collection and subscriber service.

Sprint store within a Radio Shack store. Sprint has an arrangement with
RadioShack to install a "store within a store." Currently, RadioShack has 102
stores in AirGate's territory and 92 stores in iPCS' territory that are
authorized to offer Sprint PCS products and services to potential subscribers.

Other national third-party retail stores. In addition to RadioShack, we benefit
from the sales and distribution agreements established by Sprint with other
national retailers, which currently include Best Buy, Circuit City, Staples,
Target, Office Max, Wal-Mart, Office Depot and Ritz Camera. These retailers and
others have approximately 243 retail stores in AirGate's territory and 218
retail stores in iPCS' territory.

Local third-party retail stores. We benefit from the sales and distribution
agreements that we enter into with local retailers in our territory. We have
entered into sales and distribution agreements related to approximately 47 local
stores in AirGate's territory and 139 local stores in iPCS' territory.

National accounts and direct selling. We participate in Sprint's national
accounts program. Sprint has a national accounts team which focuses on the
corporate headquarters of large companies. Our direct sales force targets the
employees of these companies in our territories and cultivates other local
business subscribers. In addition, once a Sprint national account manager
reaches an agreement with any company headquartered outside of our territory, we
service the offices and subscribers of that company located in our territory.

Sprint Distribution Channels. Sprint directly controls various distribution
channels that sell Sprint PCS products and services in our markets. These
channels with significant activity in our markets include: Sprint Inbound
Telemarketing, Sprint web-based electronic commerce, Sprint Local Telephone
Division Retail, and Sprint Local Telephone Division Telemarketing. In addition
to these channels, Sprint's retail and business sales activities often have some
incidental overflow into our markets.

For the twelve months ended September 30, 2002, the following table sets forth
the percentage of gross activations that certain of our distribution channels
generated for each of AirGate and iPCS:

                                                    iPCS           AirGate
                                                    ----           -------
          Retail Sprint Stores                        32%              33%
          RadioShack                                  14               23
          Other National Third-Party                  15               11
          Local Third-Party                           26                7
          National Accounts                            3               10
          Sprint                                      10               16
                                                    -----          ------
                                                    100%             100%



                                       8

<PAGE>

Suppliers and Equipment Vendors

We do not manufacture any of the handsets or network equipment we use in our
operations. We purchase our network equipment and handsets pursuant to various
Sprint vendor arrangements that provide us with volume discounts. These
discounts have significantly reduced the overall capital required to build our
network.

Under such arrangements, AirGate currently purchases its network equipment from
Lucent Technologies, Inc. ("Lucent") and iPCS currently purchases its network
equipment from Lucent and Nortel Networks, Inc. In addition, we currently
purchase our handsets directly from Sprint and our accessories from Sprint and
certain other third-party vendors. Our agreements with Sprint require us to pay
Sprint $4.00 for each 3G handset that we purchase either directly from Sprint or
from a Sprint authorized distributor. We agreed to pay this fee starting with
purchases on July 1, 2002 and ending on the earlier of December 31, 2004 or the
date on which the cumulative 3G handset fees received by Sprint from all Sprint
network partners equal $25,000,000. We further agreed to purchase 3G handsets
only from Sprint or a Sprint authorized distributor during this period.

Seasonality

Our business is subject to seasonality because the wireless industry is heavily
dependent on fourth calendar quarter results. Among other things, the industry
relies on higher subscriber additions and handset sales in the fourth calendar
quarter when compared to the other three calendar quarters. A number of factors
contribute to this trend, including: the increasing use of retail distribution,
which is heavily dependent upon the year-end holiday shopping season; the timing
of new product and service announcements and introductions; competitive pricing
pressures; and aggressive marketing and promotions. The increased level of
activity requires a greater use of our available financial resources during this
period. We expect, however, that fourth calendar quarter seasonality will have
less impact in the future.

Employees and Labor Relations

As of September 30, 2002, AirGate and iPCS employed approximately 650 and 325
full-time employees, respectively. Of these, the service company formed to
provide management services to AirGate and iPCS leases approximately 150
employees from AirGate and 40 employees from iPCS. None of our employees are
represented by a labor union. We believe that we have good relations with our
employees.

Competition

Competition in the wireless communications industry is intense. We operate in
highly competitive markets, particularly in the southeast. In our territories,
we compete with national and regional cellular, PCS and other wireless
providers. We believe that our primary competition is with Verizon Wireless,
Nextel, Cingular Wireless, AT&T Wireless and its affiliates, Alltel and US
Cellular. These wireless service providers offer services that are generally
comparable to our PCS service. Most of our competitors have financial resources
and subscriber bases greater than ours.

Many of our competitors have access to more licensed spectrum than the 10 MHz
licensed to Sprint in AirGate's territory and the 10 MHz or 20 MHz licensed to
Sprint in parts of iPCS' territory. In addition, certain of our competitors may
be able to offer coverage in areas not served by our PCS network, or, because of
their calling volumes or their affiliations with, or ownership of, wireless
providers, may be able to offer roaming rates that are lower than those we
offer. PCS providers compete with us in providing some or all of the services
available through the Sprint PCS network and may provide services that we do
not. Additionally, we expect that existing cellular providers, some of whom have
been operational for a number of years and have significantly greater financial
and technical resources and subscriber bases than us, will continue to upgrade
their systems to provide digital wireless communication services competitive
with Sprint.

Our ability to compete effectively with these other providers will depend on a
number of factors, including:

         o        the continued success of CDMA technology in providing
                  competitive call clarity and quality;

         o        our ability to provide quality network service in a limited
                  capital environment;

         o        the competitiveness of Sprint's pricing plans;

         o        our spending on marketing and promotions compared to our
                  competitors;

         o        liquidity and capital resources;

         o        our ability to upgrade our networks to accommodate new
                  technologies;

         o        the continued expansion and improvement of the Sprint PCS
                  nationwide network;

         o        the quality of Sprint customer care systems; and

         o        our selection of handset options.



                                       9

<PAGE>

Our ability to compete successfully will also depend, in part, on the ability of
Sprint and us to anticipate and respond to various competitive factors affecting
the industry, including:

         o        new services that may be introduced;

         o        changes in consumer preferences;

         o        demographic trends;

         o        economic conditions; and

         o        discount pricing strategies by competitors.

                               NETWORK OPERATIONS

General

The effective operation of our portions of the Sprint PCS network require:

         o        public switched and long distance interconnection;

         o        the implementation of roaming arrangements; and

         o        the development of network monitoring systems.

We utilize Sprint's Network Operations Control Center for around-the-clock
monitoring as well as our own switching centers' capabilities for our network
base stations and switches.

Sprint developed the initial plan for the build-out of our Sprint networks. We
have further enhanced this plan to provide better coverage for our territories.
Pursuant to our network operations strategy, we have provided PCS service to the
largest communities in our markets and have covered interstates and primary
roads connecting these communities to each other and to the adjacent major
markets owned and operated by Sprint.

As of September 30, 2002, AirGate's network consisted of four switches located
at two switch centers and approximately 802 operating cell sites, and iPCS'
network consisted of three switches located at three switch centers and
approximately 633 operating cell sites. A switching center serves several
purposes, including routing calls, managing call handoff, managing access to the
public telephone network and providing access to voice mail. 99% of AirGate's
and 86% of iPCS' operating cell sites are co-located. Co-location describes the
strategy of leasing available space on a tower or cell site owned by another
company rather than building and owning the tower or cell site directly.

Our networks connect to the public telephone network through local exchange
carriers, which facilitate the origination and termination of traffic between
our networks and both local exchange and long distance carriers. Through our
management agreements with Sprint, we have the benefit of Sprint-negotiated
interconnection agreements with local exchange carriers.

Under our management agreements with Sprint, we are required to use Sprint for
long distance services and Sprint provides us with preferred rates for these
services. Backhaul services are provided by other third-party vendors. These
services carry traffic from our cell sites and local points of interconnection
to our switching facilities.

                                   TECHNOLOGY

General

In 1993, the FCC allocated the 1900 MHz frequency block of the radio spectrum
for wireless PCS Systems. PCS networks operate at a higher frequency and employ
more advanced digital technology than traditional analog cellular telephone
service. The enhanced capacity of digital systems, along with enhancements in
digital protocols, allows digital-based wireless technologies, whether using PCS
or cellular frequencies, to offer new and enhanced services, including greater
call privacy and more robust data transmission, such as facsimile, electronic
mail and connecting notebook computers with computer/data networks.

Presently, wireless PCS systems operate under one of three principal air
interface protocols: CDMA, time division multiple access (TDMA) or global system
for mobile communications (GSM). Wireless PCS operators in the United States now
have dual-mode or tri-mode handsets available so that their customers can
operate on different networks that employ different protocols.


                                       10

<PAGE>

CDMA Technology

Sprint's network and Sprint's network partners' networks all use CDMA
technology. CDMA technology is fundamental to accomplishing our business
objective of providing high volume, high quality airtime at a low cost. We
believe that CDMA provides important system performance benefits. CDMA systems
offer more powerful error correction, less susceptibility to fading and reduced
interference than analog systems. Using enhanced voice coding techniques, CDMA
systems achieve voice quality that is comparable to that of the typical wireline
telephone. This CDMA vocoder technology also employs adaptive equalization,
which filters out annoying background noise more effectively than existing
wireline, analog cellular or other digital PCS phones. CDMA technology also
allows a greater number of calls within one allocated frequency and reuses the
entire frequency spectrum in each cell. In addition, CDMA technology combines a
coding scheme with a low power signal to enhance security and privacy. As a
subscriber travels from one cell site to another cell site, the call must be
"handed off" to the second cell site. CDMA systems transfer calls throughout the
network using a technique referred to as soft hand-off, which connects a mobile
subscriber's call with a new cell site while maintaining a connection with the
cell site currently in use.

CDMA offers a cost effective migration to the next generation of wireless
services. CDMA standards and products currently in place will allow existing
CDMA networks to be upgraded in a cost efficient manner to the next generation
of wireless technology. As of September 30, 2002, we have upgraded our network
to the next generation of technology known as "one times radio transmission
technology" or "1XRTT." This technology offers data speeds of up to 144 kilobits
per second, voice capacity improvements of over 50% and improved battery life in
the handset. Further standards are being developed for CDMA that will offer data
speeds in excess of 2,000 kilo bits per second and additional improvements in
voice capacity.

Research and Development

We currently do not conduct our own research and development. Instead we benefit
from Sprint's and our vendors' extensive research and development effort, which
provides us with access to new technological products and enhanced service
features without significant research and development expenditures of our own.

We have been provided prompt access to any developments produced by Sprint for
use in our network. We believe that new features and services will be developed
for the Sprint PCS network to take advantage of CDMA technology. We may be
required to incur additional expenses in modifying our network to provide these
additional features and services.

Intellectual Property

Other than our corporate names, we do not own any intellectual property that is
material to our business. "Sprint," the Sprint diamond design logo, "Sprint
PCS," "Sprint Personal Communication Services," "The Clear Alternative to
Cellular" and "Experience the Clear Alternative to Cellular Today" are service
marks registered with the United States Patent and Trademark Office and owned by
Sprint or its affiliates. Pursuant to our management agreements with Sprint, we
have the right to use, royalty-free, the Sprint and Sprint PCS brand names and
the Sprint diamond design logo and certain other service marks of Sprint in
connection with marketing, offering and providing licensed services to end-users
and resellers, solely within our territories.

Except in certain instances, Sprint has agreed not to grant to any other person
a right or license to provide or resell, or act as agent for any person
offering, licensed services under the licensed marks in our territories, except
as to Sprint's marketing to national accounts and the limited right of resellers
of Sprint to inform their subscribers of handset operation on the Sprint PCS
network. In all other instances, Sprint has reserved for itself and its network
partners the right to use the licensed marks in providing its services, subject
to its exclusivity obligations described above, whether within or without our
territories.

Our agreements with Sprint contain numerous restrictions with respect to the use
and modification of any of the licensed marks.

                       SPRINT RELATIONSHIP AND AGREEMENTS

The following includes a summary of the material terms and provisions of each of
AirGate's and iPCS' separate Sprint agreements and the consent and agreements
modifying the Sprint management agreements. The Sprint agreements and consent
and agreements have been filed by each of AirGate and iPCS, as applicable, as
exhibits to certain of their respective filings with the SEC. AirGate and iPCS
urge you to carefully review the Sprint agreements and the consent and
agreements.

Overview of Sprint Relationship and Agreements

Under their respective long-term agreements with Sprint, AirGate and iPCS market
PCS products and services under the Sprint brand names in their territories. The
agreements with Sprint require AirGate and iPCS to build-out their systems,
platforms, products and services to seamlessly interface with the Sprint PCS
wireless network. The Sprint agreements also give AirGate and iPCS access to
Sprint's equipment discounts, roaming revenue from Sprint PCS and its PCS
network partner subscribers traveling


                                       11

<PAGE>

into our territory, and various other back office services. AirGate's and iPCS'
relationship and agreements with Sprint provide strategic advantages, including
avoiding the need to fund up-front spectrum acquisition costs and the costs of
establishing billing and other subscriber services infrastructure. The Sprint
agreements have an initial term of 20 years with three 10-year renewals which
can lengthen the contracts to a total term of 50 years. AirGate's Sprint
agreements will automatically renew for the first 10-year renewal period unless
AirGate is in material default on its obligations under the agreements. The
Sprint agreements will automatically renew for two additional 10-year terms (and
three additional 10-year terms in the case of iPCS) unless either AirGate or
iPCS on the one hand, or Sprint on the other hand, provides the other with two
years prior written notice to terminate the agreements.

Each of AirGate and iPCS has four major agreements with Sprint:

         o        the management agreement;

         o        the services agreements; and

         o        two separate trademark and service mark license agreements.

In addition, Sprint has entered into a consent and agreement with each of
AirGate and iPCS that modifies the respective management agreements for the
benefit of the lenders under AirGate's senior secured credit facility, in the
case of AirGate, and for the benefit of the lenders under iPCS' senior secured
credit facility, in the case of iPCS.

Dependence on Sprint

Approximately 60% of cost of service and roaming in our consolidated financial
statements relate to charges from Sprint for its affiliation fee, roaming,
long-distance, services provided such as billing, collections and customer care,
pass-through and other fees and expenses (See "Related Party Transactions -
Transactions with Sprint"). In addition, because Sprint provides billing and
collection services for the Company, approximately 96% of our revenues are
remitted to us by Sprint. As a result, we are dependent on Sprint to perform its
obligations under its agreements with us, including payment of collected
revenues, and on financial information provided by Sprint.

In addition, over the past year, our dependence on Sprint has interjected a
greater degree of uncertainty to our business and financial planning. During
this time:

         o        we agreed to a new $4 logistics fee for each 3G enabled
                  handset to avoid a prolonged dispute over certain charges for
                  which Sprint sought reimbursement;

         o        Sprint PCS sought to recoup $4.9 million in long-distance
                  access revenues previously paid by Sprint PCS to the Company,
                  of which $3.9 million related to AirGate and $1.0 million
                  related to iPCS (See "Legal Proceedings" herein);

         o        Sprint sought to charge in excess of $15 per month per 3G
                  subscriber in 2002 (declining in 2003 and beyond) to reimburse
                  Sprint for its 3G related expenses;

         o        Sprint informed the Company on December 23, 2002 that it had
                  miscalculated software maintenance fees for 2002 and future
                  years, which would result in an annualized increase of $2.0
                  million if owed by the Company;

         o        Sprint notified the Company that it intends to reduce the
                  reciprocal roaming rate charged by Sprint and its network
                  partners for use of our respective networks from $0.10 per
                  minute of use to $0.058 per minute of use in 2003 (see "Sprint
                  Agreements - The Management Agreement - Service pricing,
                  roaming and fees" herein).

We have questioned whether certain of these charges and actions are appropriate
and authorized under our Sprint agreements. We plan to work with Sprint to
increase the predictability of fees, charges and revenues and to resolve open
issues. We expect that it will take time to resolve these issues, and the
ultimate outcome is uncertain. See "Risk Factors - Risks Particular to Our
Relationship with Sprint."

Some of these items arose because of errors made by Sprint in billing the
Company. As described herein under "Item 14. Controls and Procedures," we
discovered that certain information previously provided to us by Sprint
regarding our subscriber accounts receivable balances was not reliable for
financial reporting purposes. We plan to strengthen our internal systems for
verifying information provided by Sprint and to work cooperatively with Sprint
to improve the accuracy of information we receive from Sprint for our financial
reporting purposes.

The Management Agreements

Under AirGate's and iPCS' management agreements with Sprint, AirGate and iPCS
have each agreed to:

         o        construct and manage a network in its territory in compliance
                  with Sprint's PCS licenses and the terms of the management
                  agreement;



                                       12

<PAGE>

         o        distribute during the term of the management agreement Sprint
                  PCS products and services;

         o        use Sprint's and its own distribution channels in its
                  territory;

         o        conduct advertising and promotion activities in its territory;
                  and

         o        manage that portion of Sprint's subscriber base assigned to
                  its territory.

Exclusivity. AirGate and iPCS are designated as the only person or entity that
can manage or operate a PCS network for Sprint in their respective territories.
Sprint is prohibited from owning, operating, building or managing another
wireless mobility communications network in AirGate's or iPCS' territories while
their respective management agreements are in place and no event has occurred
that would permit the agreements to terminate. Under the iPCS agreement, a
wireless mobility communications network is defined as one operating in the 1900
MHz spectrum. The AirGate agreement does not limit the definition of a wireless
mobility communications network to a specific spectrum. Sprint is permitted
under the agreements to make national sales to companies in the covered
territories and, as required by the FCC, to permit resale of the Sprint PCS
products and services in the covered territory.

Network build-out. The management agreements each specify the terms of the
Sprint affiliation, including the required network build-out plan.

         a)       AirGate: AirGate agreed to cover a specified percentage of the
                  population at coverage levels ranging from 39% to 86% within
                  each of the 21 markets which make up its territory by
                  specified dates. AirGate has satisfied these network build-out
                  requirements. AirGate has agreed to operate its PCS network,
                  if technically feasible and commercially reasonable, to
                  provide for a seamless handoff of a call initiated in its
                  territory to a neighboring Sprint PCS network. If Sprint
                  decides to expand coverage within AirGate's territory, Sprint
                  must provide AirGate with written notice of the proposed
                  expansion. AirGate has 90 days to determine whether AirGate
                  will build out the proposed area. If AirGate does not exercise
                  this right, Sprint can build out the territory or permit
                  another third-party to do so. Any new area that Sprint or a
                  third-party builds out is removed from AirGate's territory.

         b)       iPCS: iPCS agreed to launch certain markets by specified
                  dates. iPCS has satisfied these network build-out
                  requirements. The management agreement also requires iPCS to
                  reimburse Sprint for 50% of the microwave clearing cost for
                  all of its territory except Champaign, Illinois, where iPCS is
                  required to reimburse Sprint 100% of the microwave clearing
                  costs. iPCS has agreed to operate its PCS network, if
                  technically feasible and commercially reasonable, to provide
                  for a seamless handoff of a call initiated in its territory to
                  a neighboring Sprint PCS network. Sprint can decide to expand
                  the coverage requirements of its territory by providing iPCS
                  with written notice as long as the expanded coverage
                  requirements are for proposed areas in which a tower would
                  cover at least 10,000 residents. iPCS has 90 days after
                  receiving notice from Sprint to determine whether it will
                  build-out the proposed area. If iPCS does not exercise this
                  right, Sprint can build out the territory or permit another
                  third-party to do so. Any new area that Sprint or a
                  third-party builds out is removed from iPCS' territory.

Products and services. The respective management agreements identify the
products and services that AirGate and iPCS can offer in their respective
territories. AirGate and iPCS may offer non-Sprint PCS products and services in
their respective territories under limited circumstances and with Sprint's
concurrence. Neither company may offer products and services that are
confusingly similar to Sprint PCS products and services. AirGate and iPCS may
cross-sell services such as Internet access, subscriber premises equipment and
prepaid phone cards with Sprint and other Sprint network partners. If AirGate or
iPCS decide to use third parties to provide these services, AirGate and iPCS
must give Sprint an opportunity to provide the services on the same terms and
conditions. AirGate and iPCS cannot offer wireless local loop services
specifically designed for the competitive local exchange market in areas where
Sprint owns the local exchange carrier without Sprint's consent, unless AirGate
or iPCS, as the case may be, name the Sprint-owned local exchange carrier as the
exclusive distributor.

AirGate and iPCS are required to participate in the Sprint sales programs for
national sales to subscribers, and to pay the expenses related to sales from
national accounts located in their respective territories.

Long distance service. AirGate and iPCS must use Sprint's long distance service
which AirGate and iPCS can buy at the best prices offered to comparably situated
Sprint customers, plus an additional administrative fee. Sprint has a right of
last offer to provide backhaul and transport services.

Service pricing, roaming and fees. AirGate and iPCS must each offer Sprint
subscriber pricing plans designated for regional or national offerings. AirGate
and iPCS are to be paid 92% of collected revenues received by Sprint for Sprint
PCS products and services from subscribers in their respective territories.
Collected revenues exclude, among other things, outbound roaming revenues and
related charges, roaming revenues from Sprint PCS and its PCS network partner
subscribers, sales of handsets and accessories, proceeds from sales not in the
ordinary course of business and amounts collected with respect to taxes. Except
in the case of taxes, AirGate and iPCS retains 100% of these revenues. Although
many Sprint subscribers purchase a bundled pricing plan that allows roaming
anywhere on Sprint's and its network partners' networks without incremental
roaming charges, AirGate


                                       13

<PAGE>

and iPCS earn roaming revenues from every minute that a Sprint subscriber from
outside the AirGate or iPCS territory is carried on their respective PCS
networks. AirGate and iPCS earn revenues from Sprint based on an established per
minute rate for Sprint's subscribers roaming in their territory. Similarly,
AirGate and iPCS pay for every minute subscribers from their respective
territories use the Sprint PCS nationwide network outside such territories. On
April 27, 2001, AirGate and Sprint announced an agreement in principle to reduce
the reciprocal roaming rate exchanged between Sprint and AirGate for PCS
subscribers who roam into the other party's, or another network partner's,
territory. The rate was reduced from $0.20 per minute of use to $0.15 per minute
of use beginning June 1, 2001, and to $0.12 per minute of use beginning October
1, 2001. iPCS and Sprint had an agreement which fixed the reciprocal roaming
rate exchanged between Sprint and iPCS for subscribers who roam into the other
party's, or another network partner's, territory at $0.20 per minute of use
through December 31, 2001. Under the agreement in principle, the roaming rate
for both AirGate and iPCS with respect to calendar year 2002 is $0.10 per
minute. The Company has been notified by Sprint that it intends to decrease the
reciprocal roaming rate to $0.058 per minute in 2003.

On August 2, 2002, we entered into an agreement with Sprint, pursuant to which
we agreed to pay Sprint an additional $4.00 logistics fee for each 3G handset
that we purchased either directly from Sprint or from a Sprint authorized
distributor. We agreed to pay this fee starting with purchases on July 1, 2002
and ending on the earlier of December 31, 2004 or the date on which the
cumulative 3G handset fees received by Sprint from all Sprint network partners
equal $25,000,000. We further agreed to purchase 3G handsets only from Sprint or
a Sprint authorized distributor during this period.

Advertising and promotions. Sprint is responsible for all national advertising
and promotion of the Sprint PCS products and services. AirGate and iPCS are
responsible for advertising and promotion in their respective territories,
including a portion of the cost of any promotion or advertising done by any
third-party retailers in its territory pursuant to cooperative advertising
agreements with Sprint based on per unit handset sales.

Program requirements. AirGate and iPCS are required to comply with Sprint's
program requirements for technical standards, subscriber service standards,
national and regional distribution and national accounts programs. Sprint can
adjust the program requirements from time to time under the conditions provided
in the management agreements. AirGate and iPCS each have the right to appeal
Sprint's adjustments to the program requirements, if the adjustment: (1) causes
AirGate or iPCS, as the case may be, to spend more than 5% of the sum of the
applicable company's equity and long term debt, or (2) causes AirGate's or iPCS'
operating expenses to increase by more than 10% on a net present value basis. If
Sprint denies the company's appeal, then such company has 10 days after the
denial to submit the matter to arbitration. If the company does not submit the
matter to arbitration within the 10-day period or comply with the program
adjustment, Sprint has the termination rights described below.

Non-competition. AirGate and iPCS may not offer Sprint PCS products and services
outside their respective territories without the prior written approval of
Sprint. Within their respective territories, AirGate and iPCS may offer, market
or promote telecommunications products and services only under the Sprint
brands, their own brands, brands of related parties of theirs or other products
and services approved under the management agreements, except that no brand of a
significant competitor of Sprint or its related parties may be used for those
products and services. To the extent AirGate and iPCS have or obtain licenses to
provide PCS services outside their respective territories, neither AirGate nor
iPCS may use the spectrum to offer Sprint PCS products and services without
prior written consent from Sprint.

Inability to use non-Sprint brand. AirGate and iPCS may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and services
on a non-branded, "private label" basis or under any brand, trademark or trade
name other than the Sprint brand, except for sales to resellers approved by
Sprint or required by law or as otherwise permitted under the trademark and
service mark license agreements.

Rights of first refusal. Sprint has certain rights of first refusal to buy
AirGate's and iPCS' assets upon a proposed sale of all or substantially all of
their respective assets.

Termination of management agreements. Each management agreement can be
terminated as a result of:

         o        termination of Sprint's PCS licenses in the related company's
                  territory;

         o        failure by a party to pay any amount due under the management
                  agreement or any other agreement between the parties or their
                  respective related parties;

         o        any other uncured breach under the related management
                  agreement;

         o        bankruptcy of a party to the related management agreement;

         o        subject to the limitations in the related management
                  agreement, such management agreement not complying with any
                  applicable law in any material respect; or

         o        the termination of either of the related trademark and service
                  mark license agreements.

The termination or non-renewal of the management agreements triggers certain of
AirGate's and iPCS' rights, as applicable, and those of Sprint.


                                       14

<PAGE>

If AirGate or iPCS has the right to terminate its management agreement because
of an event of termination caused by Sprint, generally the affected party may:

         o        require Sprint to purchase all of its operating assets used in
                  connection with its PCS networks for an amount equal to at
                  least 80% of its entire business value as described below (88%
                  in the case of AirGate, unless Sprint becomes the licensee for
                  20 MHz of spectrum in AirGate's territory);

         o        if Sprint is the licensee for 20 MHz or more of the spectrum
                  on the date AirGate terminates the management agreement (or in
                  the case of iPCS, the date the management agreement was
                  executed), require Sprint to sell to AirGate or iPCS, as
                  applicable, subject to governmental approval, up to 10 MHz of
                  licensed spectrum for an amount equal to the greater of (1)
                  the original cost to Sprint of the license plus any microwave
                  relocation costs paid by Sprint or (2) 9% of its entire
                  business value; or

         o        sue Sprint for damages or submit the matter to arbitration and
                  not terminate the related management agreement.

If Sprint has the right to terminate a management agreement because of an event
of termination caused by AirGate or iPCS, as the case may be, generally Sprint
may:

         o        require the defaulting party to sell its operating assets to
                  Sprint for an amount equal to 72% of its entire business
                  value;

         o        require the defaulting party to purchase, subject to
                  governmental approval, the licensed spectrum in its territory
                  for an amount equal to the greater of (1) the original cost to
                  Sprint of the license plus any microwave relocation costs paid
                  by Sprint or (2) 10% of its entire business value;

         o        take any action as Sprint deems necessary to cure the
                  defaulting party's breach of its management agreement,
                  including assuming responsibility for, and operating, the
                  related PCS network; or

         o        sue the defaulting party for damages or submit the matter to
                  arbitration and not terminate the related management
                  agreement.

Non-renewal. If Sprint gives either AirGate or iPCS timely notice that it does
not intend to renew such company's management agreement, AirGate or iPCS, as the
case may be, may:

         o        require Sprint to purchase all of its operating assets used in
                  connection with the PCS network for an amount equal to at
                  least 80% of its entire business value (88% in the case of
                  AirGate, unless Sprint becomes the licensee for 20 MHz of
                  spectrum in AirGate's territory); or

         o        if Sprint is the licensee for 20 MHz or more of the spectrum
                  on the date AirGate terminates the management agreement (or in
                  the case of iPCS, the date the management agreement is
                  executed), require Sprint to assign to it, subject to
                  governmental approval, up to 10 MHz of licensed spectrum for
                  an amount equal to the greater of (1) the original cost to
                  Sprint of the license plus any microwave relocation costs paid
                  by Sprint or (2) 10% of its entire business value.

If AirGate or iPCS gives Sprint timely notice of non-renewal of the related
management agreement, or such company and Sprint both give notice of
non-renewal, or the related management agreement can be terminated for failure
to comply with legal requirements or regulatory considerations, Sprint may:

         o        purchase all of the related company's operating assets for an
                  amount equal to 80% of its entire business value; or

         o        require the related company to purchase, subject to
                  governmental approval, the licensed spectrum for an amount
                  equal to the greater of (1) the original cost to Sprint of the
                  license plus any microwave relocation costs paid by Sprint or
                  (2) 10% of its entire business value.

Determination of Entire Business Value. If the entire business value is to be
determined, AirGate or iPCS, as the case may be, and Sprint will each select one
independent appraiser and the two appraisers will select a third appraiser. The
three appraisers will determine the entire business value on a going concern
basis using the following guidelines:

         o        the entire business value is based on the price a willing
                  buyer would pay a willing seller for the entire on-going
                  business;

         o        then-current customary means of valuing a wireless
                  telecommunications business will be used;

         o        the business is conducted under the Sprint brands and the
                  related Sprint agreements;

         o        that the related company owns the spectrum and frequencies
                  presently owned by Sprint and subject to the related Sprint
                  agreements; and

         o        the valuation will not include any value for businesses not
                  directly related to the Sprint PCS products and services, and
                  such businesses will not be included in the sale.


                                       15

<PAGE>

The rights and remedies of Sprint outlined in the respective management
agreements resulting from an event of termination of the management agreement
have been materially amended by the related consent and agreement as discussed
below. However, until such time that there is no outstanding debt under the
related consent and agreement, such amendments to the rights and remedies of
Sprint reflected in the related consent and agreement will not be in effect.

Insurance. AirGate and iPCS are each required to obtain and maintain with
financially reputable insurers, who are licensed to do business in all
jurisdictions where any work is performed under the related management agreement
and who are reasonably acceptable to Sprint, workers' compensation insurance,
commercial general liability insurance, business automobile insurance, umbrella
excess liability insurance and "all risk" property insurance.

Indemnification. AirGate and iPCS have each agreed to indemnify Sprint and its
directors, employees and agents and related parties of Sprint and their
directors, employees and agents against any and all claims against any of the
foregoing arising from such company's violation of any law, a breach by such
company of any representation, warranty or covenant contained in their
respective management agreement or any other agreement between AirGate, iPCS or
either of their related parties and Sprint, such company's ownership of the
operating assets or the actions or the failure to act of anyone employed or
hired by such company in the performance of any work under the related
management agreement, except AirGate and iPCS will not indemnify Sprint for any
claims arising solely from the negligence or willful misconduct of Sprint.
Sprint has agreed to indemnify AirGate and iPCS, as the case may be, and their
directors, employees and agents against all claims against any of the foregoing
arising from Sprint's violation of any law and from Sprint's breach of any
representation, warranty or covenant contained in the related management
agreement or any other agreement between Sprint and its related parties and
AirGate and iPCS or their related parties, except Sprint will not indemnify
AirGate or iPCS for any claims arising solely from AirGate's or iPCS' negligence
or willful misconduct.

The Services Agreements

The respective services agreements outline various back office services provided
by Sprint and available to each of AirGate and iPCS at rates established by
Sprint. Sprint can change any or all of the service rates one time in each
12-month period. Some of the available services include: billing, subscriber
care, activation, credit checks, handset logistics, home locator record, voice
mail, prepaid services, directory assistance, operator services, roaming fees,
roaming clearinghouse fees, interconnect fees and inter-service area fees.
Sprint may contract with third parties to provide expertise and services
identical or similar to those to be made available or provided to AirGate and
iPCS. AirGate and iPCS have agreed not to use the services received under their
respective services agreement in connection with any other business or outside
their respective territories. AirGate and iPCS may discontinue use of selected
services upon three months' prior written notice. Sprint may discontinue a
service upon nine months' prior written notice. The services agreements
automatically terminate upon termination of the applicable management agreement.
The services agreements may not be terminated for any reason other than the
termination of the applicable management agreement.

AirGate or iPCS on the one hand and Sprint on the other hand have each agreed to
indemnify each other as well as officers, directors, employees and certain other
related parties and their officers, directors and employees for violations of
law or the services agreement except for any liabilities resulting from the
indemnitee's negligence or willful misconduct. The services agreement also
provides that no party to the agreement will be liable to the other party for
special, indirect, incidental, exemplary, consequential or punitive damages, or
loss of profits arising from the relationship of the parties or the conduct of
business under, or breach of, the services agreement except as may otherwise be
required by the indemnification provisions.

The Trademark and Service Mark License Agreements

Both AirGate and iPCS have non-transferable, royalty-free licenses to use the
following trademarks and service marks of Sprint: "Sprint," together with the
related "Diamond" logo, "Sprint PCS" and "Sprint Personal Communications
Services." In addition, we have licenses to use the following trademarks and
service marks of Sprint: "The Clear Alternative to Cellular," "Experience the
Clear Alternative to Cellular Today," and such other marks as may be adopted in
the future. AirGate and iPCS believe that the Sprint brand names and symbols
enjoy a very high degree of awareness, providing AirGate and iPCS an immediate
benefit in the market place. AirGate's and iPCS' use of the licensed marks is
subject to their adherence to quality standards determined by Sprint and use of
the licensed marks in a manner which would not reflect adversely on the image of
quality symbolized by the licensed marks. AirGate and iPCS have agreed to
promptly notify Sprint of any infringement of any of the licensed marks within
their respective territories of which AirGate and iPCS become aware and to
provide assistance to Sprint in connection with Sprint's enforcement of its
respective rights. AirGate and iPCS have agreed with Sprint to indemnify each
other for losses incurred in connection with a material breach of the trademark
license agreements. In addition, AirGate and iPCS have agreed to indemnify
Sprint from any loss suffered by reason of its use of the licensed marks or
marketing, promotion, advertisement, distribution, lease or sale of any Sprint
PCS products and services other than losses arising solely out of its use of the
licensed marks in compliance with certain guidelines.


                                       16

<PAGE>

Sprint can terminate the trademark and service mark license agreements if
AirGate or iPCS, as the case may be, file for bankruptcy, materially breach the
agreement or its management agreement is terminated. AirGate and iPCS can
terminate their respective trademark and service mark license agreements upon
Sprint's abandonment of the licensed marks or if Sprint files for bankruptcy, or
the related management agreement is terminated.

Consents and Agreements in Connection with the Senior Credit Facilities

Sprint has entered into a consent and agreement with the administrative agent
under AirGate's credit facility, which AirGate has acknowledged, that modifies
Sprint's rights and remedies under AirGate's management agreement for the
benefit of the senior lenders and any refinancing of AirGate's credit facility.
Lehman Commercial Paper, Inc., a subsidiary of Lehman Brothers, Inc., is the
administrative agent under AirGate's credit facility.

Similarly, Sprint has entered into a consent and agreement with the
administrative agent under the iPCS credit facility, which has been acknowledged
by iPCS, and modifies Sprint's rights and remedies under iPCS' management
agreement, for the benefit of the existing and future holders of indebtedness
under iPCS' credit facility, and any refinancing thereof. Toronto Dominion
(Texas), Inc. is the administrative agent under iPCS' credit facility.

The consent and agreement of one party and the rights and obligations of the
parties thereunder, including its lenders, are independent of the consent and
agreement of the other party and the rights and obligations of the parties under
its consent and agreement.

Each consent generally provides, among other things, the following:

         o        Sprint's consent to the pledge of the respective company's
                  subsidiary stock and the grant of a security interest in all
                  of the respective company's assets including the Sprint
                  agreements of such party;

         o        that the respective company's Sprint agreements may not be
                  terminated by Sprint until the respective credit facility is
                  satisfied in full pursuant to the terms of the respective
                  consent, unless AirGate's or iPCS' assets, including stock or
                  equity interests, as the case may be, are sold to a purchaser
                  who does not continue to operate such business as a Sprint PCS
                  network, which sale is at the discretion of the applicable
                  administrative agent;

         o        a prohibition on competing Sprint PCS networks in AirGate's or
                  iPCS' territory;

         o        for Sprint to maintain 10 MHz of PCS spectrum in all of either
                  AirGate's or iPCS' markets;

         o        for redirection of payments from Sprint to the applicable
                  administrative agent under specified circumstances;

         o        for Sprint and the applicable administrative agent to provide
                  to each other notices of default;

         o        the ability to appoint an interim replacement, including
                  Sprint, to operate AirGate's or iPCS', as applicable, PCS
                  network under such party's Sprint agreements after an event of
                  default of the respective credit facility or an event of
                  termination under the respective Sprint agreements;

         o        the ability of the applicable administrative agent or Sprint
                  to assign the Sprint agreements and sell AirGate's or iPCS'
                  respective assets or the equity interests of iPCS' operating
                  subsidiaries, as the case may be, to a qualified purchaser
                  other than a major competitor of Sprint;

         o        the ability to purchase spectrum from Sprint and sell
                  AirGate's or iPCS' respective assets to any qualified
                  purchaser; and

         o        the ability of Sprint to purchase AirGate's or iPCS'
                  respective assets or debt.

Consent to security interest and pledge of stock. Sprint has consented to the
grant of a first priority security interest in and lien on all of the applicable
party's assets and property, including such party's Sprint agreements and the
capital stock and equity interests of the applicable party's subsidiaries and
future subsidiaries.

Agreement not to terminate Sprint agreements until the obligations under related
financings are repaid. Sprint has agreed not to exercise its rights or remedies
under the respective Sprint agreements, except its right to cure certain
defaults, including its right to terminate the applicable Sprint agreements and
withhold payments, other than rights of setoff, until the respective financing
is satisfied in full pursuant to the terms of the respective consent. Sprint has
also agreed that until such obligations are satisfied, a failure to pay any
amount by any related party of AirGate or iPCS, as applicable, under any
agreement with Sprint or with any of Sprint's related parties (other than
AirGate's or iPCS' respective Sprint agreements) would not constitute a default
under AirGate's or iPCS' respective management agreement.

No competition until obligations under the credit facilities are repaid. Sprint
has agreed that it will not permit any person other than AirGate or iPCS, as
applicable, or a successor manager to be a manager or operator for Sprint in
AirGate's or iPCS' applicable territories, until that company's credit facility
is satisfied in full pursuant to the terms of that company's consent. Consistent
with the management agreements, while the applicable credit facility is
outstanding, Sprint can sell PCS services


                                       17

<PAGE>

through its national accounts, permit resellers and build new geographical areas
within AirGate's or iPCS', as applicable, territory for which the respective
company has chosen not to exercise its rights of first refusal. Similarly,
Sprint has agreed that it will not own, operate, build or manage another
wireless mobility communications network in AirGate's or iPCS', as applicable,
territory unless it is permitted under the applicable management agreement or
such management agreement is terminated in accordance with the applicable
consent, and, in each case, the applicable credit facility is satisfied in full
pursuant to the terms of the applicable consent.

Maintain 10 MHz of spectrum. Sprint has agreed to own at least 10 MHz of PCS
spectrum in each of AirGate's and iPCS' territories until the first of the
following events occurs:

         o        the obligations under the applicable credit facility is
                  satisfied in full pursuant to the terms of AirGate's or iPCS'
                  respective consent;

         o        the sale of spectrum is completed under the applicable
                  consent, as discussed below;

         o        the sale of operating assets is completed under the applicable
                  consent, as discussed below; or

         o        the termination of AirGate's or iPCS', as applicable,
                  management agreement.

Restrictions on assignment and change of control do not apply to lenders and the
administrative agent. Sprint has agreed not to apply the restrictions on
assignment of the Sprint agreements and changes in control of AirGate's or iPCS'
ownership to the lenders under the credit facilities or the administrative
agents. The assignment and change of control provisions in the Sprint agreements
will apply if the assignment or change of control is to someone other than the
applicable administrative agent or a lender under the credit facilities, or is
not permitted under the consents.

Redirection of payments from Sprint PCS to the applicable administrative agent.
Sprint has agreed to make all payments due from Sprint to AirGate or iPCS under
the respective Sprint agreements directly to the applicable administrative agent
if such administrative agent provides Sprint with notice that an event of
default has occurred and is continuing under the applicable credit facility.
Payments to such administrative agent would cease upon the cure of the event of
default.

Notice of defaults. Sprint has agreed to provide to the applicable
administrative agent a copy of any written notice it sends to either AirGate or
iPCS regarding an event of termination or an event that if not cured, or if
notice is provided, would be an event of termination under the applicable Sprint
agreements. Sprint also has acknowledged that an event of termination under the
Sprint agreements constitutes an event of default under the credit facilities.
The administrative agents have agreed to provide Sprint a copy of any written
notice sent to either AirGate or iPCS, as applicable, regarding an event of
default or default under the respective credit facility instruments.

Right to cure. Sprint and the respective applicable administrative agents have
the right, but not the obligation, to cure a default under the respective Sprint
agreements. During the first six months as interim manager Sprint's right to
reimbursement of any expenses incurred in connection with the cure are
subordinated to the satisfaction in full, pursuant to the terms of the consents,
of the obligations under the applicable credit facility.

Modification of termination rights. The consents modify the rights and remedies
under the management agreements provided in an event of termination and grant
the providers of the credit facilities certain rights in the event of a default
under the instruments governing the applicable senior debt. The rights and
remedies of the administrative agent under each credit facility vary based on
whether AirGate or iPCS, as applicable, has:

         o        defaulted under its debt obligations but no event of
                  termination has occurred under its respective management
                  agreement; or

         o        breached its respective management agreement.

Each consent generally permits the appointment of a person to run AirGate's or
iPCS' business, as the case may be, under its Sprint agreements on an interim
basis and establishes a process for sale of such business. The person designated
to operate such business on an interim basis is permitted to collect a
reasonable management fee. If Sprint or a related party is the interim operator,
the amount of the fee is not to exceed the amount of direct expenses of its
employees to operate such business plus out-of-pocket expenses. Sprint shall
collect its fee by setoff against the amounts owed to the defaulting party under
its Sprint agreements. In the event of an acceleration of obligations under the
applicable credit facility and for up to two years thereafter, Sprint may retain
only one-half of the 8% of collected revenues that it would otherwise be
entitled to retain under the defaulting party's Sprint agreements. Sprint may
retain the full 8% after the first anniversary of the date of acceleration if
Sprint has not been appointed to run such business on an interim basis or
earlier if such business is sold to a third-party, or after the second
anniversary if Sprint is running such business. The defaulting party or the
applicable administrative agent, as the case may be, is entitled to receive the
remaining one-half of the collected revenues that Sprint would otherwise have
retained. The amount advanced to the defaulting party or the applicable
administrative agent is to be evidenced by an interest-bearing promissory note.
The promissory note will mature on the earlier of (1) the date on which a
successor manager is qualified and assumes the


                                       18

<PAGE>

defaulting party's rights and obligations, as the case may be, under its Sprint
agreements or (2) the date on which such company's operating assets or equity
are purchased by a third-party.

Default under the credit facility without a management agreement breach. If
AirGate defaults on its obligations under its credit facility and there is no
existing default under its management agreement with Sprint, Sprint has agreed
to permit the administrative agent to elect to take any of the following
actions:

         o        allow AirGate to continue to operate its business under its
                  Sprint agreements;

         o        appoint Sprint to operate such business on an interim basis;
                  or

         o        appoint a person other than Sprint to operate such business on
                  an interim basis.

If iPCS defaults on its obligations under its credit facility and there is no
existing default under its management agreement with Sprint, Sprint has agreed
to permit the administrative agent to elect to take any of the following
actions:

         o        allow iPCS to continue to operate its business under its
                  Sprint agreements;

         o        after an acceleration of the debt payment or in the event iPCS
                  is in bankruptcy, appoint Sprint to operate such business on
                  an interim basis; or

         o        after an acceleration of the debt payment or in the event iPCS
                  is in bankruptcy, appoint a person other than Sprint to
                  operate such business on an interim basis.

Appointment of Sprint or third-party designee by applicable administrative agent
to operate business. If an applicable administrative agent appoints Sprint to
operate AirGate's or iPCS', as applicable, business, Sprint must accept the
appointment within 14 days or designate to operate such business another person
who also is a network partner of Sprint or is acceptable to such administrative
agent. Sprint or its designated person must agree to operate the business for up
to six months. At the end of the six months, the period may be extended by such
administrative agent for an additional six months or an additional 12 months if
the aggregate population served by all of Sprint's network partners is less than
40 million. If the term is extended beyond the initial six-month period, each
administrative agent has agreed that Sprint or its designated person's right to
be reimbursed by the defaulting party for amounts previously expended and to be
incurred as interim manager to cure a default up to an aggregate amount that is
equal to 5% of the sum of the defaulting party's stockholders' equity value plus
the outstanding amount of the defaulting party's long term debt will no longer
be subordinated to the defaulting party's obligations under our senior credit
facility. Sprint or its designated person is not required to incur expenses
beyond this 5% limit. At the end of the initial six-month interim term, the
applicable administrative agent has the right to appoint a successor to the
defaulting party subject to the requirements described below.

Appointment of third-party by administrative agent to operate business. If an
administrative agent appoints a person other than Sprint to operate a defaulting
party's business on an interim basis, the third-party must:

         o        agree to serve for six months unless terminated by Sprint for
                  cause or such administrative agent in its discretion;

         o        meet the requirements for a successor to an affiliate and not
                  be challenged by Sprint for failing to meet these requirements
                  within 20 days after the administrative agent provides Sprint
                  with information on the third-party; and

         o        agree to comply with the terms of the applicable Sprint
                  agreements.

The third-party is required to operate the Sprint network in the defaulting
party's territory but is not required to assume its existing liabilities. If the
third-party materially breaches the defaulting party's Sprint agreements, this
breach will be treated as an event of default under the related management
agreement with Sprint.

Management agreement breach. If AirGate or iPCS breaches its Sprint agreements
and such breach causes a default under such company's respective credit
facility, Sprint has the right to designate who will operate the business of the
defaulting party on an interim basis. Sprint has the right to:

         o        allow the defaulting party to continue to operate such
                  business under its Sprint agreements if approved by its
                  administrative agent;

         o        operate such business on an interim basis; or

         o        appoint a person other than Sprint that is acceptable to the
                  applicable administrative agent, which acceptance cannot be
                  unreasonably withheld and must be given for another Sprint
                  network partner, to operate such business on an interim basis.

When a debt default is caused by a breach of AirGate's or iPCS' management
agreement with Sprint, the applicable administrative agent only has a right to
designate who will operate such business on an interim basis if Sprint elects
not to operate such business or designate a third-party to operate such business
on an interim basis.


                                       19

<PAGE>

Election of Sprint to serve as interim manager or designate a third-party to
operate business. If Sprint elects to operate such business on an interim basis
or designate a third-party to operate such business on an interim basis, Sprint
or the third-party may operate such business for up to six months at the
discretion of Sprint. At the end of the six months, the period may be extended
for an additional six months or an additional 12 months if the aggregate
population served by AirGate and iPCS and all other network partners of Sprint
is less than 40 million. If the term is extended beyond the initial six-month
period, each administrative agent has agreed that Sprint or its designee's right
to be reimbursed by the defaulting party for amounts previously expended and to
be incurred as interim manager to cure a default up to an aggregate amount that
is equal to 5% of the sum of the defaulting party's stockholder's equity value
plus the outstanding amount of such company's long term debt will no longer be
subordinated by the defaulting party's obligations under the senior credit
facility. Sprint or its third-party designee is not required to incur expenses
beyond this 5% limit. At the end of the initial six-month interim term, Sprint,
subject to the approval of the applicable administrative agent, has the right to
appoint a successor interim manager to operate such business.

Appointment of third-party by administrative agent to operate business. If
Sprint gives the applicable administrative agent notice of a breach of AirGate's
or iPCS' management agreement, the debt repayment is accelerated, and Sprint
does not agree to operate such business or is unable to find a designee, such
administrative agent may designate a third-party to operate such business. Such
administrative agent has this same right if Sprint or the third-party designated
by Sprint resigns and is not replaced within 30 days. The third-party selected
by such administrative agent must:

         o        agree to serve for six months unless terminated by Sprint for
                  cause or by such administrative agent;

         o        meet the requirements for a successor to a network partner and
                  not be challenged by Sprint for failing to meet the
                  requirements within 20 days after such administrative agent
                  provides Sprint with information on the third-party; and

         o        agree to comply with the terms of the applicable Sprint
                  agreements.

The third-party may continue to operate the business after the six month period
at the applicable administrative agent's discretion, so long as the third-party
continues to satisfy the requirements to be a successor to a network partner and
is in material compliance with the terms or the applicable Sprint agreements.
The third-party is required to operate the Sprint PCS network in the defaulting
party's territory, but is not required to assume such company's existing
liabilities.

Purchase and sale of operating assets. Each of the consents establishes a
process for the sale of either AirGate's or iPCS' operating assets, as the case
may be, in the event of a default and acceleration under the applicable credit
facility. AirGate's stockholders have approved the sale of its operating assets
pursuant to the terms of AirGate's consent.

Sprint's right to purchase on acceleration of amounts outstanding under the
respective credit facility. Subject to the requirements of applicable law,
Sprint has the right to purchase AirGate's or iPCS' operating assets, as
applicable, upon notice of an acceleration of the respective senior credit
facility under the following terms:

         o        in addition to the purchase price requirements of the
                  respective management agreement, the purchase price must
                  include the payment or assumption in full, pursuant to the
                  terms of the respective consent, of the respective credit
                  facility;

         o        Sprint must notify the applicable administrative agent of its
                  intention to exercise the purchase right within 60 days of
                  receipt of the notice of acceleration;

         o        such administrative agent is prohibited for a period of at
                  least 120 days after the acceleration or until Sprint rescinds
                  its intention to purchase from enforcing its security interest
                  if Sprint has given notice of its intention to exercise the
                  purchase right;

         o        if the defaulting party receives a written offer that is
                  acceptable to such company to purchase its operating assets
                  within a specified period after the acceleration, Sprint has
                  the right to purchase, subject to the administrative agent's
                  consent, such operating assets on terms and conditions at
                  least as favorable to such company as the offer such company
                  receives. Sprint must agree to purchase the operating assets
                  within 14 business days of its receipt of the offer, on
                  acceptable conditions, and in an amount of time acceptable to
                  such company; and

         o        upon completion of the sale to Sprint, such administrative
                  agent must release the security interests upon satisfaction in
                  full pursuant to the terms of the respective consent of the
                  obligations under the respective credit facility.

If the applicable administrative agent acquires the defaulting party's operating
assets, Sprint has the right for 60 days to notify such administrative agent
that it wants to purchase such operating assets for an amount not less than the
sum of the aggregate amount paid by the lenders under the related credit
facility for such operating assets plus an aggregate amount sufficient to
satisfy in full the obligations under such credit facility pursuant to the terms
of the respective company's consent. If Sprint purchases such operating assets
under these provisions, the administrative agent must release the security
interests securing such senior credit facility. In the event that a bankruptcy
petition is filed by or with respect to AirGate or iPCS, Sprint has the right to
purchase the defaulting party's operating assets from the applicable
administrative agent by repaying the obligations in full. Such


                                       20

<PAGE>

right may be exercised by giving the administrative agent notice of Sprint's
intent to exercise such purchase right no later than 60 days following the date
of filing of the bankruptcy petition.

If such administrative agent receives an offer to purchase the operating assets
of the defaulting party, Sprint has the right to purchase the operating assets
on terms and conditions at least as favorable as the terms and conditions in the
proposed offer within 14 days of Sprint's receipt of notice of the offer, and so
long as the conditions of Sprint's offer and the amount of time to complete the
purchase is acceptable to the administrative agent.

Sale of operating assets to third parties. If Sprint does not purchase the
operating assets, following an acceleration of the obligations under the related
senior credit facility, the applicable administrative agent may sell the
operating assets of the defaulting party. Subject to the requirements of
applicable law, such administrative agent has two options:

         o        to sell the assets to an entity that meets the requirements to
                  be a successor under the related Sprint agreements; or

         o        to sell the assets to any third-party, subject to specified
                  conditions.

Sale of assets to qualified successor. Subject to the requirements of applicable
law, the related administrative agent may sell the operating assets and assign
the agreements to entities that meet the following requirements to succeed the
defaulting party:

         o        the person has not materially breached a material agreement
                  with Sprint or its related parties that has resulted in the
                  exercise of a termination right or in the initiation of
                  judicial or arbitration proceedings during the past three
                  years;

         o        the person is not named by Sprint as a prohibited successor;

         o        the person has reasonably demonstrated its credit worthiness
                  and can demonstrate the ability to service the indebtedness
                  and meet the requirements of the related build-out plan; and

         o        the person agrees to be bound by the applicable Sprint
                  agreements.

Such administrative agent is required to provide Sprint with information
necessary to determine if a buyer meets the requirements to succeed the
defaulting party. Sprint has 20 days after its receipt of this information to
object to the qualifications of the buyer to succeed the defaulting party. If
Sprint does not object to the buyer's qualifications, subject to the
requirements of applicable law, the buyer can purchase the assets and assume our
rights and responsibilities under the related Sprint agreements. The consents
will remain in full force and effect for the benefit of the buyer and its
lenders. The buyer also has a period to cure any defaults under the applicable
Sprint agreements.

Sale of assets to non-successor. Subject to the requirements of applicable law,
the related administrative agent may sell a defaulting party's assets to a party
that does not meet the requirements to succeed the defaulting party. If such a
sale is made:

         o        Sprint may terminate the related Sprint agreements;

         o        the buyer may purchase from Sprint 5, 7.5 or 10 MHz of the PCS
                  spectrum licensed to Sprint in AirGate's or iPCS' territory
                  under specified terms, as the case may be;

         o        if the buyer controls, is controlled by or is under common
                  control with an entity that owns a license to provide wireless
                  service to at least 50% of the population in a basic trading
                  area where the buyer proposes to purchase the spectrum from
                  Sprint, the buyer may only buy 5MHz of spectrum;

         o        the price to purchase the spectrum is equal to the sum of the
                  original cost of the license to Sprint pro rated on a
                  population and a spectrum basis, plus the cost paid by Sprint
                  for microwave clearing in the spectrum ultimately acquired by
                  the buyer of the defaulting party's assets and the amount of
                  carrying costs attributable to the license and microwave
                  clearing costs from the date of the appropriate consent until
                  the closing of the sale, based on a rate of 12% per annum;

         o        the buyer will receive from Sprint the subscribers with the
                  MIN assigned to the market area covered by the purchased
                  spectrum except for subscribers of national accounts and
                  resellers;

         o        with limited exceptions, Sprint will not solicit for six
                  months the subscribers transferred to the buyer with the MIN
                  assigned to the market area;

         o        the buyer and Sprint will enter into a mutual roaming
                  agreement with prices equal to the lesser of the most favored
                  pricing provided by buyer to third parties roaming in the
                  geographic area and the national average paid by Sprint to
                  third parties; and

         o        Sprint will have the right to resell the buyer's wireless
                  services at most favored nations pricing.

Right to purchase debt obligations. Following an acceleration under the
applicable senior credit facility and until the 60-day anniversary of the filing
of a petition of bankruptcy, Sprint has the right to purchase AirGate's or iPCS'
obligations under such credit facility, as the case may be, at a purchase price
equal to the amount of the obligations under such credit facility. In the event
that Sprint purchases the obligations within 60 days following the earlier of
acceleration or the date of the filing of a


                                       21

<PAGE>

bankruptcy petition, the purchase price for the obligations will be reduced by
accrued interest and any fees and expenses that are unreasonable.

Modification and amendment of consent. If Sprint modifies or amends the form of
consent and agreement it enters into with a lender to another Sprint network
partner that serves an area with population exceeding 5.0 million, then Sprint
agrees to give the administrative agents written notice of the amendments and to
amend the consents in the same manner at the applicable administrative agent's
request; provided, however, that Sprint is not required to amend the consents
to:

         o        incorporate selected changes designated by such administrative
                  agent unless Sprint consents to making only the selected
                  changes; or

         o        incorporate changes made for the benefit of a lender because
                  of circumstances related to a particular Sprint network
                  partner other than AirGate or iPCS.

The following circumstances would not be considered related to a particular
Sprint network partner and, subject to the provisions described in the preceding
sentence, could result in amendment of the consents (if the 5.0 million
population threshold is met as described above):

         o        any form of recourse to Sprint or similar form of credit
                  enhancement;

         o        any change in Sprint's right to purchase our operating assets
                  or capital stock, as applicable, under the management
                  agreement or Sprint's right to purchase the obligations under
                  the credit facilities;

         o        any change to the right of AirGate or iPCS or the right of the
                  related administrative agent or the lenders under the related
                  credit facilities to sell the collateral or purchase spectrum
                  from Sprint;

         o        any change in the ownership status, terms of usage or the
                  amount of spectrum that may be purchased by AirGate or iPCS
                  from Sprint;

         o        any material change in the flow of certain revenues between
                  Sprint and AirGate or iPCS;

         o        any changes to the obligations required to be assumed by, or
                  qualifications for, or appointment of, anyone other than
                  AirGate or iPCS who can be appointed to operate such business
                  on an interim basis under such management agreement or
                  purchase such business and continue to operate under such
                  management agreement;

         o        any changes to the consent and agreements terms on
                  confidentiality, non-compete or eligible buyers of the
                  business;

         o        any clarifications of FCC compliance issues;

         o        any issuance of legal opinions; and

         o        any changes to the requirements described in this section.

Termination of consents. The consents will terminate upon the first to occur of:

         o        repayment in full of all obligations under the applicable
                  credit facility and termination of such credit facility; and

         o        termination of the applicable Sprint agreements.


             REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY

 Federal Regulation

Federal Communications Commission Regulation. The FCC regulates the licensing,
construction, operation, acquisition and interconnection arrangements of
wireless telecommunications systems in the United States. Specifically, we are
subject to radio license regulation under Title III of the Communications Act,
as amended, as well as common carrier regulation under Title II of the
Communications Act, as amended. In addition, our operations are subject to
regulation as commercial mobile radio services, commonly referred to as CMRS,
and to service-specific personal communications service regulations.

The FCC has promulgated, and is in the process of promulgating and revising, a
series of rules, regulations and policies that affect our operations. Penalties
for violating the FCC's rules and policies can range from monetary forfeitures
to license revocation or non-renewal of licenses. The FCC Title II regulations
applicable to our wireless operations include, among other things:

         o        requirements and standards, discussed further below, for the
                  interconnection of PCS networks with other wireless and
                  wireline carriers;

         o        requirements to provide service upon reasonable request and
                  prohibitions on unjust or unreasonable discrimination by
                  carriers between similarly situated subscribers and the
                  charging of unreasonable or unjust rates; and

         o        requirements to pay access charges, universal service funding
                  (as discussed below), and other regulatory and non-regulatory
                  fees and charges.


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<PAGE>

We do not hold any radio licenses, but rather operate using spectrum licensed to
Sprint under the Sprint management agreements. Nonetheless, we are subject to,
or impacted by, a number of additional regulations and requirements under Title
III of the Communications Act, as amended. These requirements include, among
other things:

         o        requirements in most cases to obtain prior consent before the
                  assignment and/or transfer of control of a PCS license, as
                  discussed below;

         o        limitations on the extent of non-U.S. ownership of radio
                  licenses and the qualifications of holders of radio licenses;
                  and

         o        requirements for compliance of antenna sites with the National
                  Environmental Policy Act of 1969, including restrictions on
                  emissions of radio frequency radiation, as well as
                  requirements on the marking and lighting of antenna
                  structures, and related notifications to the Federal Aviation
                  Administration, for certain antenna sites.

Furthermore, our operations are also subject to CMRS and service specific
regulation by the FCC. CMRS regulations include, among other things:

         o        limitations on having attributable interests (usually 20% or
                  greater) in broadband PCS, cellular and specialized mobile
                  radio service, or SMR, spectrum totaling more than 55 MHz in a
                  given market (while these limitations will expire on January
                  1, 2003, the FCC will consider competitive factors when
                  licensees seek to aggregate large amounts of spectrum in an
                  area);

         o        requirements for carriers to provide access to 9-1-1 services
                  from mobile handsets, including handsets of users who are not
                  subscribers of such carrier, and for the network to provide
                  enhanced location and other mobile identification information
                  to public safety answering points, as discussed below;

         o        requirements to comply with the Communications Assistance to
                  Law Enforcement Act, commonly known as CALEA, including the
                  dedication of capacity and provision of access points for law
                  enforcement agencies to facilitate wiretaps and intercepts
                  with valid authority; and

         o        rules requiring implementation by November 24, 2003 of local
                  number portability, including the ability to deliver calls
                  from the company's networks to ported numbers anywhere in the
                  country, and to contribute to the Local Number Portability
                  Fund.

The FCC has divided the 120 MHz of spectrum allocated to broadband PCS into six
frequency blocks, A through F. Through Sprint, we operate under blocks B, D and
E. PCS specific regulations that affect our operations include, among other
things:

         o        presumptions regarding the grant or denial of PCS license
                  renewals, as discussed below;

         o        rules governing the height, power and physical emissions
                  characteristics of PCS transmitters;

         o        rules, discussed further below, requiring service providers to
                  meet specific coverage benchmarks by the end of the fifth year
                  from being licensed and, in some cases, by the end of the
                  license term;

         o        rules to allow broadband PCS licensees to partition their
                  market areas and/or to disaggregate their assigned spectrum
                  and to transfer partial market areas or spectrum assignments
                  to eligible third parties; and

         o        rules requiring PCS providers to relocate, or otherwise
                  compensate, incumbent microwave users (or share in the
                  relocation costs, if the microwave user has already relocated)
                  in the band if the deployment of PCS would interfere with the
                  microwave user's system.

Interconnection

The FCC has the authority to order interconnection between CMRS providers (which
includes us) and any other common carrier. The FCC has ordered local exchange
carriers to provide reciprocal compensation to CMRS providers for the
termination of traffic. Under these new rules, we benefit from interconnection
agreements negotiated by Sprint for AirGate's network with BellSouth and Verizon
and for iPCS' network with Qwest, SBC and Ameritech, and for both networks with
several smaller independent local exchange carriers. Interconnection agreements
are negotiated on a statewide basis. If an agreement cannot be reached, parties
to interconnection negotiations can submit outstanding disputes to state
authorities for arbitration. Negotiated interconnection agreements are subject
to state approval.

Universal Service Requirements

The FCC and the states are required to establish a universal service program to
ensure that affordable, quality telecommunications services are available to all
residents of the United States of America. Sprint PCS is required to contribute
to the federal universal service program as well as existing state programs. The
FCC has determined that the contribution to the federal universal service
program is a variable percentage of interstate end-user telecommunications
revenues and was approximately 6.8% for the first quarter of 2002, rising to
approximately 7.3% for the second through fourth quarters of 2002. Although many
states are likely to


                                       23

<PAGE>

adopt a similar assessment methodology for intrastate revenues, the states are
free to calculate telecommunications service provider contributions in any
manner they choose as long as the process is not inconsistent with the FCC's
rules. At the present time it is not possible to predict the extent of our total
federal and state universal service assessments or our ability to recover costs
associated with the universal service fund.

Transfers, Assignments and Control of PCS Licenses

The FCC must give prior approval to the assignment of, or transfers involving,
substantial changes in ownership or control of a PCS license. Non-controlling
interests in an entity that holds a PCS license or operates PCS networks
generally may be bought or sold without prior FCC approval. In addition, the FCC
requires only post-consummation notification of certain pro forma assignments or
transfers of control.

An integral element of these rules is that the FCC also requires licensees to
maintain a certain degree of control over their licenses. The Sprint PCS
agreements reflect an alliance that the parties believe meets the FCC
requirements for licensee control of licensed spectrum. If the FCC were to
determine that the Sprint PCS agreements need to be modified to increase the
level of licensee control, we have agreed with Sprint PCS under the terms of our
Sprint PCS agreements to use our best efforts to modify the agreements as
necessary to cause the agreements to comply with applicable law and to preserve
to the extent possible the economic arrangements set forth in the agreements. If
the agreements cannot be modified, the agreements may be terminated pursuant to
their terms. In addition to revoking the licenses, the FCC could also impose
monetary penalties on us.

Enhanced 911

In June 1996, the FCC adopted rules requiring broadband PCS and other CMRS
providers to implement Phase I enhanced emergency 911 calling capabilities by
October 1, 2001 to requesting public safety answering points. In addition, the
FCC has required implementation of Phase II enhanced 911 capabilities by October
1, 2002, including the ability to provide automatic location identification (or
ALI) of subscribers by latitude and longitude with a specified accuracy. Sprint
PCS has obtained waivers of the relevant ALI enhanced 911 requirements based on
a modified deployment plan, which includes a number of interim benchmarks and
other conditions, and would provide for completing Phase II enhanced 911
deployment by 2005.

Communications Assistance for Law Enforcement Act

CALEA was enacted in 1994 to preserve electronic surveillance capabilities by
law enforcement officials in the face of rapidly changing telecommunications
technology. CALEA requires telecommunications carriers, including us, to modify
their equipment, facilities, and services to allow for authorized electronic
surveillance based on either industry or FCC standards. Following adoption of
interim standards and a lengthy rulemaking proceeding, including an appeal and
remand proceeding, as of June 30, 2002, all carriers were required to be in
compliance with the CALEA requirements. The Company is currently in compliance
with the CALEA requirements.

PCS License Renewal

PCS licensees can renew their licenses for additional 10 year terms. PCS renewal
applications are not subject to auctions. However, under the FCC's rules, third
parties may oppose renewal applications and/or file competing applications. If
one or more competing applications are filed, a renewal application will be
subject to a comparative renewal hearing. The FCC's rules afford PCS renewal
applicants involved in comparative renewal hearings with a "renewal expectancy."
The renewal expectancy is the most important comparative factor in a comparative
renewal hearing and is applicable if the PCS renewal applicant has:

         o        provided "substantial service" during its license term; and

         o        substantially complied with all applicable laws and FCC rules
                  and policies.

The FCC's rules define "substantial service" in this context as service that is
sound, favorable and substantially above the level of mediocre service that
might minimally warrant renewal.

Build-Out Conditions of PCS Licenses

All PCS licenses are granted for 10-year terms conditioned upon timely
compliance with the FCC's build-out requirements. Pursuant to the FCC's
build-out requirements, all 30 MHz broadband PCS licensees must construct
facilities that offer coverage to one-third of the population within 5 years and
to two-thirds of the population within 10 years, and all 10 MHz broadband PCS
licensees must construct facilities that offer coverage to at least one-quarter
of the population within 5 years or make a showing of "substantial service"
within that 5 year period. Rule violations could result in license cancellation
or revocation.


                                       24

<PAGE>

Other Federal Regulations

Wireless systems, which we use in the provision of services, must comply with
certain FCC and FAA regulations regarding the siting, marking, lighting and
construction of transmitter towers and antennas. The FCC also requires that
aggregate radio wave emissions from every site location meet certain standards.
Although we believe that our existing network meets these standards, a site
audit may reveal the need to reduce or modify emissions at one or more sites.
This would increase our costs and could have a material adverse affect on our
operations. In addition, these regulations will also affect site selection for
new network build-outs and may increase the costs of improving our network. The
increased costs and delays from these regulations may have a material adverse
affect on our operations. In addition, the FCC's decision to license a proposed
tower may be subject to environmental review pursuant to the National
Environmental Policy Act of 1969, or NEPA, which requires federal agencies to
evaluate the environmental impacts of their decisions under certain
circumstances. FCC regulations implementing NEPA place responsibility on each
applicant to investigate any potential environmental effects, including health
effects relating to radio frequency emissions, of a proposed operation and to
disclose any significant effects on the environment to the agency prior to
commencing construction. In the event that the FCC determines that a proposed
tower would have a significant environmental impact, the FCC would require
preparation of an environmental impact statement. This process could
significantly delay or prevent the registration or construction of a particular
tower or make tower construction more costly. In certain jurisdictions, local
laws or regulations may impose similar requirements.

Wireless Facilities Siting

States and localities are not permitted to regulate the placement of wireless
facilities so as to prohibit the provision of wireless services or to
discriminate among providers of such services. In addition, as long as a
wireless system complies with the FCC's rules, states and localities are
prohibited from using radio frequency health effects as a basis to regulate the
placement, construction or operation of wireless facilities. State and
localities are, however, permitted to engage in other forms of regulation,
including zoning regulation, that impacts the Company's ability to select and
modify sites. The FCC is considering numerous requests for preemption of local
actions affecting wireless facilities siting.

State Regulation of Wireless Service

Section 332 of the Communications Act preempts states from regulating the rates
and entry of CMRS providers. However, states may petition the FCC to regulate
such providers and the FCC may grant such petition if the state demonstrates
that:

         o        market conditions fail to protect subscribers from unjust and
                  unreasonable rates or rates that are unjustly or unreasonably
                  discriminatory; or

         o        when CMRS is a replacement for landline telephone service
                  within the state.

To date, the FCC has granted no such petition. To the extent we provide fixed
wireless service in the future, we may be subject to additional state
regulation.

                                  RISK FACTORS

OUR BUSINESS AND OUR PROSPECTS ARE SUBJECT TO MANY RISKS. THE FOLLOWING ITEMS
ARE REPRESENTATIVE OF THE RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT COULD AFFECT
OUR BUSINESS, OUR FUTURE PERFORMANCE, OUR LIQUIDITY AND THE OUTCOME OF THE
FORWARD-LOOKING STATEMENTS WE MAKE. IN ADDITION, OUR BUSINESS, OUR FUTURE
PERFORMANCE, OUR LIQUIDITY AND FORWARD-LOOKING STATEMENTS COULD BE AFFECTED BY
GENERAL INDUSTRY AND MARKET CONDITIONS AND GROWTH RATES, GENERAL ECONOMIC AND
POLITICAL CONDITIONS, INCLUDING THE GLOBAL ECONOMY AND OTHER FUTURE EVENTS,
INCLUDING THOSE DESCRIBED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT ON FORM
10-K.

Risks Related to Our Business, Strategy and Operations
------------------------------------------------------

Our revenues may be less than we anticipate which could materially adversely
affect our liquidity, financial condition and results of operations

Revenue growth is primarily dependent on the size of our subscriber base,
average monthly revenues per user and roaming revenue. During the year ended
September 30, 2002, we experienced slower net subscriber growth rates than
planned, which we believe is due in large part to increased churn, declining
rates of wireless subscriber growth in general, the re-imposition of deposits
for most sub-prime credit subscribers during the last half of the year, the
current economic slowdown and increased competition. Other carriers also have
reported slower subscriber growth rates compared to prior periods. We have seen
a


                                       25

<PAGE>

continuation of competitive pressures in the wireless telecommunications market
causing some major carriers to offer plans with increasingly large bundles of
minutes of use at lower prices which may compete with the calling plans we
offer, including the Sprint calling plans we support. While our business plan
anticipates lower subscriber growth, it assumes average monthly revenues per
user will remain relatively stable. Increased price competition may lead to
lower average monthly revenues per user than we anticipate. In addition, the
lower reciprocal roaming rate that Sprint intends to institute in 2003 will
reduce our roaming revenue, which may not be offset by the reduction in our
roaming expense. If our revenues are less than we anticipate, it could
materially adversely affect our liquidity, financial condition and results of
operation.

Our costs may be higher than we anticipate which could materially adversely
affect our liquidity, financial condition and results of operations

Our business plan anticipates that we will be able to lower our operating and
capital costs, including costs per gross addition and cash cost per user.
Increased competition may lead to higher promotional costs, losses on sales of
handset and other costs to acquire subscribers. Further, as described below
under "Risks Related to Our Relationship With Sprint," a substantial portion of
costs of service and roaming are attributable to fees and charges we pay Sprint
for billing and collections, customer care and other back-office support. Our
ability to manage costs charged by Sprint is limited. If our costs are more than
we anticipate, the actual amount of funds to implement our strategy and business
plan may exceed our estimates, which could have a material adverse affect on our
liquidity, financial condition and results of operations.

The unsettled nature of the wireless market may limit the visibility of key
operating metrics

Our business plan and estimated future operating results are based on estimates
of key operating metrics, including subscriber growth, subscriber churn, average
monthly revenue per subscriber, losses on sales of handsets and other subscriber
acquisitions costs and other operating costs. The unsettled nature of the
wireless market, the current economic slowdown, increased competition in the
wireless telecommunications industry, new service offerings of increasingly
large bundles of minutes of use at lower prices by some major carriers, and
other issues facing the wireless telecommunications industry in general have
created a level of uncertainty that may adversely affect our ability to predict
these key operating metrics.

We may continue to experience a high rate of subscriber turnover, which would
adversely affect our financial performance

The wireless personal communications services industry in general, and Sprint
and its network partners in particular, have experienced a higher rate of
subscriber turnover, commonly known as churn, as compared to cellular industry
averages. This churn rate has been driven higher over the past year due to the
NDASL and Clear Pay programs and the removal of deposit requirements as
described elsewhere in this report. Our business plan assumes that churn will
decline significantly over the course of fiscal 2003. Due to significant
competition in our industry and general economic conditions, among other things,
this decline may not occur and our future rate of subscriber turnover may be
higher than our historical rate. Factors may contribute to higher churn include:

         o        inability or unwillingness of subscribers to pay which results
                  in involuntary deactivations, which accounted for 67% of our
                  deactivations in the year ended September 30, 2002;

         o        subscriber mix and credit class, particularly sub-prime credit
                  subscribers which have accounted for approximately 55% of our
                  gross subscriber additions since May 2001 and account for
                  approximately 35% of our subscriber base as of September 30,
                  2002;

         o        the attractiveness of our competitors' products, services and
                  pricing;

         o        network performance and coverage relative to our competitors;

         o        customer service;

         o        increased prices; and

         o        any future changes by us in the products and services we
                  offer, especially to the Clear Pay Program.

A high rate of subscriber turnover could adversely affect our competitive
position, liquidity, financial position, results of operations and our costs of,
or losses incurred in, obtaining new subscribers, especially because we
subsidize some of the costs of initial purchases of handsets by subscribers.

Our allowance for doubtful accounts may not be sufficient to cover uncollectible
accounts

On an ongoing basis, we estimate the amount of subscriber receivables that we
will not collect to reflect the expected loss on such accounts in the current
period. Our business plan assumes that bad debt as a percentage of service
revenues will decline significantly during fiscal 2003. Our allowance for
doubtful accounts may underestimate actual unpaid receivables for various
reasons, including:

         o        our churn rate may exceed our estimates;



                                       26

<PAGE>

         o        bad debt as a percentage of service revenues may not decline
                  as we assume in our business plan;

         o        adverse changes in the economy; or

         o        unanticipated changes in Sprint's PCS products and services.

If our allowance for doubtful accounts is insufficient to cover losses on our
receivables, it could materially adversely affect our liquidity, financial
condition and results of operations.

Roaming revenue could be less than anticipated, which could adversely affect our
liquidity, financial condition and results of operations

The Company has been notified by Sprint that it intends to reduce the reciprocal
rate from $0.10 per minute to $0.058 per minute in 2003. While the Company
believes this reduction is not in accordance with its agreements with Sprint, it
is reviewing its options, and its recourse against Sprint for this reduction may
be limited. Based upon 2002 historical roaming data, a reduction in the roaming
rate to $0.058 per minute would have reduced roaming revenue by approximately
$36 million ($23 million for AirGate and $13 million for iPCS) and would have
reduced roaming expense by approximately $26 million ($16 million for AirGate
and $10 million for iPCS). The ratio of roaming revenue to expense for the year
ended September 30, 2002 was 1.3 to one.

The amount of roaming revenue we receive also depends on the minutes of use of
our network by PCS subscribers of Sprint and Sprint PCS network partners. If
actual usage is less than we anticipate, our roaming revenue would be less and
our liquidity, financial condition and results of operations could be materially
adversely affected.

Our efforts to reduce costs may have adverse affects on our business

As a result of the current business environment, AirGate has revised its
business plan and is seeking to manage expenses to improve its liquidity
position. AirGate has significantly reduced projected capital expenditures,
advertising and promotion costs and other operating costs. Reduced capital
expenditures could, among other things, force us to delay improvements to our
networks, which could adversely affect the quality of service to our
subscribers. These actions could reduce our subscriber growth and increase
churn, which could materially adversely affect our financial condition and
results of operation.

The Company may incur significantly higher wireless handset subsidy costs than
we anticipate for existing subscribers who upgrade to a new handset

As the Company's subscriber base matures, and technological innovations occur,
more existing subscribers will begin to upgrade to new wireless handsets. The
Company subsidizes a portion of the price of wireless handsets and incurs sales
commissions, even for handset upgrades. Excluding sales commissions, the Company
has experienced approximately $4.8 million associated with wireless handset
upgrade costs for the year ended September 30, 2002. The Company does not have
any historical experience regarding the adoption rate for wireless handset
upgrades. If more subscribers upgrade to new wireless handsets than the Company
projects, its results of operations would be adversely affected.

The loss of the officers and skilled employees who we depend upon to operate our
business could materially adversely affect our results of operations

Our business is managed by a small number of executive officers. We believe that
our future success depends in part on our continued ability to attract and
retain highly qualified technical and management personnel. We may not be
successful in retaining our key personnel or in attracting and retaining other
highly qualified technical and management personnel. Our ability to attract and
retain such persons may be negatively impacted if our liquidity position does
not improve. In addition, we grant stock options as a method of attracting and
retaining employees, to motivate performance and to align the interests of
management with those of our stockholders. Due to the decline in the trading
price of our common stock, a substantial portion of the stock options held by
employees have an exercise price that is higher than the current trading price
of our common stock, and therefore these stock options may not be effective in
helping us to retain valuable employees. We currently have "key man" life
insurance for our Chief Executive Officer. The loss of our officers and skilled
employees could materially adversely affect our results of operation.

Parts of our territories have limited amounts of licensed spectrum, which may
adversely affect the quality of our service and our results of operations

Sprint has licenses covering 10 MHz of spectrum in AirGate's territory. While
Sprint has licenses covering 30 MHz of spectrum throughout most of iPCS'
territory, it has licenses covering only 10 MHz or 20 MHz in parts of Illinois.
As the number of subscribers in our territories increase, this limited amount of
licensed spectrum may not be able to accommodate increases in call volume, may
lead to increased dropped and blocked calls and may limit our ability to offer
enhanced services, all of which could result in increased subscriber turnover
and adversely affect our financial condition and results of operations.


                                       27

<PAGE>

There is a high concentration of ownership of the wireless towers we lease and
if we lose the right to install our equipment on certain wireless towers or are
unable to renew expiring leases, our financial condition and results of
operations could be adversely impacted

Many of our cell sites are co-located on leased tower facilities shared with one
or more wireless providers. A large portion of these leased tower sites are
owned by a few tower companies. Approximately 75% of the towers leased by
AirGate are owned by four tower companies (and their affiliates). Approximately
60% of the towers leased by iPCS are owned by four tower companies (and their
affiliates), with one company owning approximately 29% of the combined Company's
leased towers. If a master co-location agreement with one of these tower
companies were to terminate, or if one of these tower companies were unable to
support our use of its tower sites, we would have to find new sites or we may be
required to rebuild that portion of our network. In addition, because of this
concentration of ownership of our cell sites, our financial condition and
results of operations could be materially and adversely affected if we are
unable to renew expiring leases with such tower companies on favorable terms, or
in the event of a disruption in any of their business operations.

Risks Particular to AirGate's Indebtedness
------------------------------------------

AirGate has substantial debt that it may not be able to service; a failure to
service such debt may result in the lenders under such debt controlling
AirGate's assets

The substantial debt of AirGate has a number of important consequences for our
operations and our investors, including the following:

         o        AirGate will have to dedicate a substantial portion of any
                  cash flow from its operations to the payment of interest on,
                  and principal of, its debt, which will reduce funds available
                  for other purposes;

         o        AirGate may not be able to obtain additional financing if the
                  assumptions underlying the business plan are not correct and
                  existing sources of funds, together with cash flow, are
                  insufficient for capital requirements, working capital
                  requirements and other corporate purposes;

         o        some of AirGate's debt, including financing under AirGate's
                  credit facility, is at variable rates of interest, which could
                  result in higher interest expense in the event of increases in
                  market interest rates; and

         o        due to the liens on substantially all of AirGate's assets and
                  the pledges of stock of AirGate's existing and future
                  restricted subsidiaries that secure AirGate's credit facility
                  and notes, lenders or holders of such notes may exercise
                  remedies giving them the right to control AirGate's assets or
                  the assets of the subsidiaries of AirGate, other than iPCS, in
                  the event of a default.

The ability of AirGate to make payments on its debt will depend upon its future
operating performance which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which AirGate
cannot control. If the cash flow from AirGate's operating activities is
insufficient, it may take actions, such as further delaying or reducing capital
expenditures, attempting to restructure or refinance its debt, selling assets or
operations or seeking additional equity capital. Any or all of these actions may
not be sufficient to allow AirGate to service its debt obligations. Further,
AirGate may be unable to take any of these actions on satisfactory terms, in a
timely manner or at all. The AirGate credit facility and indenture governing
AirGate's debt limit our ability to take several of these actions.

If AirGate does not meet all of the conditions required under its senior secured
credit facility, it may not be able to draw down all of the funds it anticipates
receiving from its senior lenders and AirGate may not be able to fund operating
losses and working capital needs

As of December 31, 2002, AirGate had borrowed $141.5 million under its credit
facility. The remaining $12 million available under AirGate's credit facility is
subject to AirGate meeting all of the conditions specified in its financing
documents. Additional borrowings are subject to specific conditions on each
funding date, including the following:

         o        that the representations and warranties in the loan documents
                  are true and correct;

         o        that certain financial covenant tests are satisfied, including
                  leverage, debt coverage and operating performance covenants,
                  minimum subscriber revenues, maximum capital expenditures, and
                  covenants relating to earnings before interest, taxes,
                  depreciation and amortization; and

         o        the absence of a default under the loan documents and
                  agreements with Sprint.

If AirGate does not meet these conditions at each funding date, its senior
lenders may not lend some or all of the remaining amounts under its credit
facility. If other sources of funds are not available, AirGate may not be in a
position to meet its operating and other cash needs.


                                       28

<PAGE>

The AirGate indenture and credit facility contain provisions and requirements
that could limit AirGate's ability to pursue borrowing opportunities

The restrictions contained in the indenture governing the AirGate notes, and the
restrictions contained in AirGate's credit facility, may limit AirGate's ability
to implement its business plans, finance future operations, respond to changing
business and economic conditions, secure additional financing, if needed, and
engage in opportunistic transactions. The AirGate credit facility and notes also
restricts the ability of AirGate and the ability of AirGate's subsidiaries,
other than iPCS, and its future subsidiaries to do the following:

         o        create liens;

         o        make certain payments, including payments of dividends and
                  distributions in respect of capital stock;

         o        consolidate, merge and sell assets;

         o        engage in certain transactions with affiliates; and

         o        fundamentally change its business.

If AirGate fails to pay the debt under its credit facility, Sprint has the
option of purchasing AirGate's loans, giving Sprint certain rights of a creditor
to foreclose on AirGate's assets

Sprint has contractual rights, triggered by an acceleration of the maturity of
the debt under AirGate's credit facility, pursuant to which Sprint may purchase
AirGate's obligations to its senior lenders and obtain the rights of a senior
lender. To the extent Sprint purchases these obligations, Sprint's interests as
a creditor could conflict with AirGate's interests. Sprint's rights as a senior
lender would enable it to exercise rights with respect to AirGate's assets and
continuing relationship with Sprint in a manner not otherwise permitted under
its Sprint agreements.

Risks Related to iPCS
---------------------

iPCS is in default on its senior credit facility and notes

It is an event of default under iPCS' credit facility and the indenture
governing its notes if, among other things, iPCS fails to file its periodic
reports with the Securities and Exchange Commission, deliver its financial
statements or provide the required opinion of its independent auditors on its
financial statements. At December 30, 2002, iPCS failed to meet these
requirements. Upon giving the appropriate notice and passage of cure periods,
the lenders will have the ability to accelerate iPCS' payment obligations under
the iPCS credit facility and the trustee for or the holders of its notes will
have the ability to accelerate iPCS' payment obligations to them under the
indenture governing such notes. iPCS does not anticipate being able to remedy
these defaults within the cure periods. iPCS would not have sufficient resources
to meet its payment obligations in the event of any such acceleration. In
addition, the senior lenders and noteholders could foreclose on the collateral
pledged to secure outstanding loans or institute an involuntary bankruptcy
proceeding against iPCS. While iPCS is negotiating forbearance agreements with
the lenders and certain noteholders, there can be no assurance that such
negotiations will be successful. Even if those negotiations are successful, we
do not expect that iPCS will be able to satisfy the financial covenants
contained in its credit facility at March 31, 2003 and it is probable that iPCS
will file for bankruptcy in the near term, and these events are also events of
default under the iPCS credit facility.

The restructuring of iPCS may cause the value of AirGate's ownership interest in
iPCS to be worthless

There is a substantial risk that AirGate will lose all of the value of its
investment in iPCS in connection with any restructuring of iPCS. Because the
amount of iPCS' obligations under its credit facility and its notes would be
greater than its existing cash and other assets if its payment obligations are
accelerated, there would likely be no assets available for distribution to
AirGate as iPCS' sole stockholder. While AirGate may request an equity
participation in a restructuring of iPCS, it is likely that AirGate will lose
all of the value of its investment in iPCS in connection with any restructuring.

AirGate cannot provide funding to iPCS

In order to assure continued compliance with the indenture governing AirGate's
notes, AirGate has designated iPCS as an "unrestricted subsidiary." As a result,
for purposes of their respective public debt indentures, AirGate and iPCS
operate as separate business entities. Due to restrictions in AirGate's
indenture, AirGate is generally unable to provide funding, or direct or indirect
credit or financial support to iPCS and may not maintain or preserve iPCS'
financial condition or cause iPCS to achieve a specified level of operating
results.


                                       29

<PAGE>

If iPCS fails to pay the debt under its senior secured credit facility, Sprint
has the option of purchasing iPCS' loans, giving Sprint certain rights of a
creditor to foreclose on iPCS' assets

Sprint has contractual rights, triggered by an acceleration of the maturity of
the debt under iPCS' senior secured credit facility, pursuant to which Sprint
may purchase iPCS' obligations to its senior lenders and obtain the rights of a
senior lender. To the extent Sprint purchases these obligations, Sprint's
interests as a creditor could conflict with the interests of iPCS. Sprint's
rights as a senior lender would enable it to exercise rights with respect to
iPCS' assets and its continuing relationship with iPCS in a manner not otherwise
permitted under its Sprint agreements.

The restructuring of iPCS may have adverse affects on AirGate

AirGate has agreements and relationships with third parties, including
suppliers, subscribers and vendors, that are integral to conducting its
day-to-day operations. A restructuring of iPCS in or out of a bankruptcy
proceeding could have a material adverse affect on the perception of AirGate and
the AirGate business and its prospects in the eyes of subscribers, employees,
suppliers, creditors and vendors. These persons may perceive that there is
increased risk in doing business with AirGate as a result of iPCS'
restructuring. Some of these persons may terminate their relationships with
AirGate which would make it more difficult for AirGate to conduct its business.

In the event of iPCS' bankruptcy or insolvency, AirGate may not be able to
reduce its general and administrative costs in an amount sufficient to subsidize
the portion of the combined Company's costs currently borne by iPCS

On a net basis, we estimate that iPCS will pay approximately $4.6 million of the
combined Company's general and administrative costs in fiscal 2003. If AirGate
no longer owns iPCS and the management services agreement is terminated, AirGate
will be required to lower its costs and expenses to meet its business plan.
AirGate may have little notice of any such termination. A failure to reduce
these expenses in a timely manner could adversely affect AirGate's liquidity,
financial condition and results of operations.

iPCS' net operating loss and credit carryforwards may be significantly reduced
in the event of a restructuring

If a restructuring of iPCS is implemented and there is a significant elimination
or reduction of iPCS' outstanding indebtedness, iPCS' net operating loss and
credit carryforwards and the tax bases of its assets may be significantly
reduced.

Risks Related to Our Relationship with Sprint
---------------------------------------------

The termination of AirGate's or iPCS' affiliation with Sprint would severely
restrict our ability to conduct our business

Neither AirGate nor iPCS own the licenses to operate their wireless network. The
ability of AirGate and iPCS to offer Sprint PCS products and services and
operate a PCS network is dependent on their Sprint agreements remaining in
effect and not being terminated. All of our subscribers have purchased Sprint
PCS products and services to date, and we do not anticipate any change in the
future. The management agreements between Sprint and each of AirGate and iPCS
are not perpetual. Sprint can choose not to renew iPCS' management agreement at
the expiration of the 20-year initial term or any ten-year renewal term.
AirGate's management agreement automatically renews at the expiration of the
20-year initial term for an additional 10-year period unless AirGate is in
material default. Sprint can choose not to renew AirGate's management agreement
at the expiration of the ten-year renewal term or any subsequent ten-year
renewal term. In any event, AirGate's and iPCS' management agreements terminate
in 50 years.

In addition, each of these agreements can be terminated for breach of any
material term, including, among others, marketing, build-out and network
operational requirements. Many of these requirements are extremely technical and
detailed in nature. In addition, many of these requirements can be changed by
Sprint with little notice. As a result, we may not always be in compliance with
all requirements of the Sprint agreements. For example, Sprint conducts periodic
audits of compliance with various aspects of its program guidelines and
identifies issues it believes needs to be addressed. There may be substantial
costs associated with remedying any non-compliance, and such costs may adversely
affect our liquidity, financial condition and results of operations.

AirGate and iPCS also are dependent on Sprint's ability to perform its
obligations under the Sprint agreements. The non-renewal or termination of any
of the Sprint agreements or the failure of Sprint to perform its obligations
under the Sprint agreements would severely restrict our ability to conduct
business.

Sprint may make business decisions that are not in our best interests, which may
adversely affect our relationships with subscribers in our territory, increase
our expenses and/or decrease our revenues

Sprint, under the Sprint agreements, has a substantial amount of control over
the conduct of our business. Accordingly, Sprint may make decisions that
adversely affect our business, such as the following:


                                       30

<PAGE>

         o        Sprint could price its national plans based on its own
                  objectives and could set price levels or other terms that may
                  not be economically sufficient for our business;

         o        Sprint could develop products and services, such as a one-rate
                  plan where subscribers are not required to pay roaming
                  charges, or establish credit policies, such as an NDASL
                  program, which could adversely affect our results of
                  operations;

         o        Sprint could raise the costs to perform back office services
                  or maintain the costs above those expected, reduce levels of
                  services or expenses or otherwise seek to increase expenses
                  and other amounts charged;

         o        Sprint can seek to further reduce the reciprocal roaming rate
                  charged when Sprint's or other Sprint network partners' PCS
                  subscribers use our network;

         o        Sprint could limit our ability to develop local and other
                  promotional plans to enable us to attract sufficient
                  subscribers;

         o        Sprint could, subject to limitations under our Sprint
                  agreements, alter its network and technical requirements or
                  request that we build out additional areas within our
                  territories, which could result in increased equipment and
                  build-out costs;

         o        Sprint could make decisions which could adversely affect the
                  Sprint brand names, products or services; and

         o        Sprint could decide not to renew the Sprint agreements or to
                  no longer perform its obligations, which would severely
                  restrict our ability to conduct business.

The occurrence of any of the foregoing could adversely affect our relationship
with subscribers in our territories, increase our expenses and/or decrease our
revenues and have a material adverse affect on our liquidity, financial
condition and results of operation.

Our dependence on Sprint for services may limit our ability to reduce costs,
which could materially adversely affect our financial condition and results of
operation

Approximately 60% of cost of service and roaming in our financial statements
relate to charges from Sprint. As a result, a substantial portion of our cost of
service and roaming is outside our control. There can be no assurance that
Sprint will lower its operating costs, or, if these costs are lowered, that
Sprint will pass along savings to its PCS network partners. If these costs are
more than we anticipate in our business plan, it could materially adversely
affect our liquidity, financial condition and results of operations and as noted
below, our ability to replace Sprint with lower cost providers may be limited.

Our dependence on Sprint may adversely affect our ability to predict our results
of operations

As described herein under "Sprint Relationship and Agreements - Dependence on
Sprint," over the past year our dependence on Sprint has interjected a greater
degree of uncertainty to our business and financial planning. Unanticipated
expenses and reductions in revenue have had and, if they occur in the future,
will have a negative impact on our liquidity and make it more difficult to
predict with reliability our future performance.

Inaccuracies in data provided by Sprint could understate our expenses or
overstate our revenues and result in out-of-period adjustments that may
materially adversely affect our financial results

Approximately 60% of cost of service and roaming in our financial statements
relate to charges from Sprint. In addition, because Sprint provides billing and
collection services for the Company, Sprint remits approximately 96% of our
revenues to us. As a result, we rely on Sprint to provide accurate, timely and
sufficient data and information to properly record our revenues, expenses and
accounts receivables which underlie a substantial portion of our periodic
financial statements and other financial disclosures.

The Company and Sprint have discovered billing and other errors or inaccuracies,
which, while not material to Sprint, could be material to the Company. If the
Company is required in the future to make additional adjustments or charges as a
result of errors or inaccuracies in data provided to us by Sprint, such
adjustments or charges may have a material adverse affect on our financial
results in the period that the adjustments or charges are made and our ability
to satisfy covenants contained in AirGate's credit facility.

The inability of Sprint to provide high quality back office services, or our
inability to use Sprints back office services and third-party vendors' back
office systems, could lead to subscriber dissatisfaction, increased churn or
otherwise increase our costs

We rely on Sprint's internal support systems, including subscriber care, billing
and back office support. Our operations could be disrupted if Sprint is unable
to provide and expand its internal support systems in a high quality manner, or
to efficiently outsource those services and systems through third-party vendors.
The rapid expansion of Sprint's PCS business, together with cost pressures, is
expected to continue to pose a significant challenge to its internal support
systems. Additionally, Sprint has made reductions in its customer service
support structure and may continue to do so in the future, which may have an
adverse


                                       31

<PAGE>

effect on our churn rate. Further, Sprint has relied on third-party vendors for
a significant number of important functions and components of its internal
support systems and may continue to rely on these vendors in the future. We
depend on Sprint's willingness to continue to offer these services and to
provide these services effectively and at competitive costs. These costs were
approximately $40.4 million for AirGate and $19.7 million for iPCS for the year
ended September 30, 2002. Our Sprint agreements provide that, upon nine months'
prior written notice, Sprint may elect to terminate any of these services. The
inability of Sprint to provide high quality back office services, or our
inability to use Sprint back office services and third-party vendors' back
office systems, could lead to subscriber dissatisfaction, increase churn or
otherwise increase our costs.

Further, our ability to replace Sprint in providing back office services may be
limited. While the services agreements allow the Company to use third-party
vendors to provide certain of these services instead of Sprint, the high startup
costs and necessary cooperation associated with interfacing with Sprint's system
may significantly limit our ability to use back office services provided by
anyone other than Sprint. This could limit our ability to lower our operating
costs.

Changes in Sprint PCS products and services may reduce subscriber additions,
increase subscriber turnover and decrease subscriber credit quality

The competitiveness of Sprint PCS products and services is a key factor in our
ability to attract and retain subscribers, and we believe was a factor in the
slowing subscriber growth in the last two quarters of fiscal 2002.

Certain Sprint pricing plans, promotions and programs may result in higher
levels of subscriber turnover and reduce the credit quality of our subscriber
base. For example, as described herein under "Marketing Strategy--Pricing", we
believe that the NDASL and Clear Pay Program resulted in increased churn and an
increase in sub-prime credit subscribers.

Sprint's roaming arrangements may not be competitive with other wireless service
providers, which may restrict our ability to attract and retain subscribers and
create other risks for us

We rely on Sprint's roaming arrangements with other wireless service providers
for coverage in some areas where Sprint service is not yet available. The risks
related to these arrangements include:

         o        the quality of the service provided by another provider during
                  a roaming call may not approximate the quality of the service
                  provided by the Sprint PCS network;

         o        the price of a roaming call off our network may not be
                  competitive with prices of other wireless companies for
                  roaming calls;

         o        subscribers must end a call in progress and initiate a new
                  call when leaving the Sprint PCS network and entering another
                  wireless network;

         o        Sprint customers may not be able to use Sprint's advanced
                  features, such as voicemail notification, while roaming; and

         o        Sprint or the carriers providing the service may not be able
                  to provide us with accurate billing information on a timely
                  basis.

If Sprint customers are not able to roam instantaneously or efficiently onto
other wireless networks, we may lose current Sprint subscribers and our Sprint
PCS services will be less attractive to new subscribers.

Certain provisions of the Sprint agreements may diminish the value of AirGate's
common stock and restrict the sale of our business

Under limited circumstances and without further stockholder approval, Sprint may
purchase the operating assets of AirGate or iPCS at a discount. In addition,
Sprint must approve any change of control of the ownership of AirGate or iPCS
and must consent to any assignment of their Sprint agreements. Sprint also has a
right of first refusal if AirGate or iPCS decide to sell its operating assets to
a third-party. Each of AirGate and iPCS also is subject to a number of
restrictions on the transfer of its business, including a prohibition on the
sale of AirGate or iPCS or their operating assets to competitors of Sprint.
These restrictions and other restrictions contained in the Sprint agreements
could adversely affect the value of AirGate's common stock, may limit our
ability to sell our business, may reduce the value a buyer would be willing to
pay for our business and may reduce the "entire business value," as described in
our Sprint agreements.

We may have difficulty in obtaining an adequate supply of certain handsets from
Sprint, which could adversely affect our results of operations

We depend on our relationship with Sprint to obtain handsets, and we have agreed
to purchase all of our 3G capable handsets from Sprint or a Sprint authorized
distributor through the earlier of December 31, 2004 or the date on which the
cumulative 3G handset fees received by Sprint from all Sprint network partners
equal $25,000,000. Sprint orders handsets from various manufacturers. We could
have difficulty obtaining specific types of handsets in a timely manner if:


                                       32

<PAGE>

         o        Sprint does not adequately project the need for handsets for
                  itself, its network partners and its other third-party
                  distribution channels, particularly in transition to new
                  technologies, such as "one time radio transmission
                  technology," or "1XRTT;"

         o        Sprint gives preference to other distribution channels;

         o        we do not adequately project our need for handsets;

         o        Sprint modifies its handset logistics and delivery plan in a
                  manner that restricts or delays our access to handsets; or

         o        there is an adverse development in the relationship between
                  Sprint and its suppliers or vendors.

The occurrence of any of the foregoing could disrupt our subscriber service
and/or result in a decrease in our subscribers, which could adversely affect our
results of operations.

If Sprint does not complete the construction of its nationwide PCS network, we
may not be able to attract and retain subscribers

Sprint currently intends to cover a significant portion of the population of the
United States, Puerto Rico and the U.S. Virgin Islands by creating a nationwide
PCS network through its own construction efforts and those of its network
partners. Sprint is still constructing its nationwide network and does not offer
PCS services, either on its own network or through its roaming agreements, in
every city in the United States. Sprint has entered into management agreements
similar to ours with companies in other markets under its nationwide PCS
build-out strategy. Our results of operations are dependent on Sprint's national
network and, to a lesser extent, on the networks of Sprint's other network
partners. Sprint's PCS network may not provide nationwide coverage to the same
extent as its competitors, which could adversely affect our ability to attract
and retain subscribers.

If other Sprint network partners have financial difficulties, the Sprint PCS
network could be disrupted

Sprint's national network is a combination of networks. The large metropolitan
areas are owned and operated by Sprint, and the areas in between them are owned
and operated by Sprint network partners, all of which are independent companies
like we are. We believe that most, if not all, of these companies have incurred
substantial debt to pay the large cost of building out their networks.

If other network partners experience financial difficulties, Sprint's PCS
network could be disrupted. If Sprint's agreements with those network partners
are like ours, Sprint would have the right to step in and operate the network in
the affected territory. In such event, there can be no assurance that Sprint
could transition in a timely and seamless manner.

Non-renewal or revocation by the Federal Communications Commission of Sprint's
PCS licenses would significantly harm our business

PCS licenses are subject to renewal and revocation by the Federal Communications
Commission referred to as the FCC. Sprint licenses in our territories will begin
to expire in 2007 but may be renewed for additional ten-year terms. There may be
opposition to renewal of Sprint's PCS licenses upon their expiration, and
Sprint's PCS licenses may not be renewed. The FCC has adopted specific standards
to apply to PCS license renewals. Any failure by Sprint or us to comply with
these standards could cause revocation or forfeiture of Sprint's PCS licenses
for our territories. If Sprint loses any of its licenses in our territory, we
would be severely restricted in our ability to conduct business.

If Sprint does not maintain control over its licensed spectrum, the Sprint
agreements may be terminated, which would result in our inability to provide
service

The FCC requires that licensees like Sprint maintain control of their licensed
spectrum and not delegate control to third-party operators or managers. Although
the Sprint agreements with AirGate and iPCS reflect an arrangement that the
parties believe meets the FCC requirements for licensee control of licensed
spectrum, we cannot assure you that the FCC will agree. If the FCC were to
determine that the Sprint agreements need to be modified to increase the level
of licensee control, AirGate and iPCS have agreed with Sprint to use their best
efforts to modify the Sprint agreements to comply with applicable law. If we
cannot agree with Sprint to modify the Sprint agreements, they may be
terminated. If the Sprint agreements are terminated, we would no longer be a
part of the Sprint PCS network and would be severely restricted in our ability
to conduct business.

Risks Particular to Our Industry
--------------------------------

Significant competition in the wireless communications services industry may
result in our competitors offering new or better products and services or lower
prices, which could prevent us from operating profitably

Competition in the wireless communications industry is intense. Competition has
caused, and we anticipate that competition will continue to cause, the market
prices for two-way wireless products and services to decline in the future. Our
ability to compete


                                       33

<PAGE>

will depend, in part, on our ability to anticipate and respond to various
competitive factors affecting the telecommunications industry. (See "Item 1.
Business - Competition" herein).

Our dependence on Sprint to develop competitive products and services and the
requirement that we obtain Sprint's consent to sell local pricing plans and
non-Sprint approved equipment may limit our ability to keep pace with
competitors on the introduction of new products, services and equipment. Many of
our competitors are larger than us, possess greater resources and more extensive
coverage areas, and may market other services, such as landline telephone
service, cable television and Internet access, with their wireless
communications services. Furthermore, there has been a recent trend in the
wireless communications industry towards consolidation of wireless service
providers through joint ventures, reorganizations and acquisitions. We expect
this consolidation to lead to larger competitors over time. We may be unable to
compete successfully with larger companies that have substantially greater
resources or that offer more services than we do. In addition, we may be at a
competitive disadvantage since we may be more highly leveraged than many of our
competitors.

Market saturation could limit or decrease our rate of new subscriber additions

Intense competition in the wireless communications industry could cause prices
for wireless products and services to continue to decline. If prices drop, then
our rate of net subscriber additions will take on greater significance in
improving our financial condition and results of operations. However, as our and
our competitor's penetration rates in our markets increase over time, our rate
of adding net subscribers could decrease. If this decrease were to happen, it
could materially adversely affect our liquidity, financial condition and results
of operations.

Alternative technologies and current uncertainties in the wireless market may
reduce demand for PCS

The wireless communications industry is experiencing significant technological
change, as evidenced by the increasing pace of digital upgrades in existing
analog wireless systems, evolving industry standards, ongoing improvements in
the capacity and quality of digital technology, shorter development cycles for
new products and enhancements and changes in end-user requirements and
preferences. Technological advances and industry changes could cause the
technology used on our network to become obsolete. Sprint may not be able to
respond to such changes and implement new technology on a timely basis, or at an
acceptable cost.

If Sprint is unable to keep pace with these technological changes or changes in
the wireless communications market based on the effects of consolidation from
the Telecommunications Act of 1996 or from the uncertainty of future government
regulation, the technology used on our network or our business strategy may
become obsolete.

We are a consumer business and a recession in the United States involving
significantly lowered spending could negatively affect our results of operations

Our subscriber base is primarily individual consumers and our accounts
receivable represent unsecured credit. We believe the economic downturn has had
an adverse affect on our operations. In the event that the economic downturn
that the United States and our territories have recently experienced becomes
more pronounced or lasts longer than currently expected and spending by
individual consumers drops significantly, our business may be further negatively
affected.

Regulation by government and taxing agencies may increase our costs of providing
service or require us to change our services, either of which could impair our
financial performance

Our operations and those of Sprint may be subject to varying degrees of
regulation by the FCC, the Federal Trade Commission, the Federal Aviation
Administration, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state and local regulatory agencies and legislative
bodies. Adverse decisions or regulation of these regulatory bodies could
negatively impact our operations and our costs of doing business. For example,
changes in tax laws or the interpretation of existing tax laws by state and
local authorities could subject us to increased income, sales, gross receipts or
other tax costs or require us to alter the structure of our current relationship
with Sprint.

Use of hand-held phones may pose health risks, which could result in the reduced
use of wireless services or liability for personal injury claims

Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health problems, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may discourage use
of wireless handsets or expose us to potential litigation. Any resulting
decrease in demand for wireless services, or costs of litigation and damage
awards, could impair our ability to achieve and sustain profitability.


                                       34

<PAGE>

Regulation by government or potential litigation relating to the use of wireless
phones while driving could adversely affect our results of operations

Some studies have indicated that some aspects of using wireless phones while
driving may impair drivers' attention in certain circumstances, making accidents
more likely. These concerns could lead to litigation relating to accidents,
deaths or serious bodily injuries, or to new restrictions or regulations on
wireless phone use, any of which also could have material adverse effects on our
results of operations. A number of U.S. states and local governments are
considering or have recently enacted legislation that would restrict or prohibit
the use of a wireless handset while driving a vehicle or, alternatively, require
the use of a hands-free telephone. Legislation of this sort, if enacted, would
require wireless service providers to provide hands-free enhanced services, such
as voice activated dialing and hands-free speaker phones and headsets, so that
they can keep generating revenue from their subscribers, who make many of their
calls while on the road. If we are unable to provide hands-free services and
products to our subscribers in a timely and adequate fashion, the volume of
wireless phone usage would likely decrease, and our ability to generate revenues
would suffer.

Risks Related to Our Common Stock
---------------------------------

We may not achieve or sustain operating profitability or positive cash flows,
which may adversely affect AirGate's stock price

AirGate and iPCS have limited operating histories. Our ability to achieve and
sustain operating profitability will depend upon many factors, including our
ability to market Sprint PCS products and services, manage churn, sustain
monthly average revenues per user, and reduce capital expenditures and operating
expenses. We have experienced slowing net subscriber growth, increased churn and
increased costs to acquire new subscribers and as a result, have had to revise
our business plans. As discussed elsewhere in this report, we do not believe
that iPCS' existing capital resources will be sufficient to maintain its current
and planned operations. If AirGate does not achieve and maintain positive cash
flows from operations when projected, AirGate's stock price may be materially
adversely affected. In addition, in the event of a bankruptcy of iPCS, AirGate's
investment in iPCS is likely to be worthless, and such bankruptcy may materially
adversely affect AirGate's stock price.

Our stock price has suffered significant declines, remains volatile and you may
not be able to sell your shares at the price you paid for them

The market price of AirGate common stock has been and may continue to be subject
to wide fluctuations in response to factors such as the following, some of which
are beyond our control:

         o        quarterly variations in our operating results;

         o        concerns about liquidity, particularly with respect to iPCS;

         o        operating results that vary from the expectations of
                  securities analysts and investors;

         o        changes in expectations as to our future financial
                  performance, including financial estimates by securities
                  analysts and investors;

         o        changes in the market perception about the prospects and
                  results of operations and market valuations of other companies
                  in the telecommunications industry in general and the wireless
                  industry in particular, including Sprint and its PCS network
                  partners and our competitors;

         o        changes in the Company's relationship with Sprint;

         o        announcements by Sprint concerning developments or changes in
                  its business, financial condition or results of operations, or
                  in its expectations as to future financial performance;

         o        actual or potential defaults by us under any of our
                  agreements;

         o        actual or potential defaults in bank covenants by Sprint or
                  Sprint PCS network partners, which may result in a perception
                  that AirGate is unable to comply with its bank covenants;

         o        announcements by Sprint or our competitors of technological
                  innovations, new products and services or changes to existing
                  products and services;

         o        changes in law and regulation;

         o        announcements by third parties of significant claims or
                  proceedings against us;

         o        announcements by us or our competitors of significant
                  contracts, acquisitions, strategic partnerships, joint
                  ventures or capital commitments; and

         o        general economic and competitive conditions.


                                       35

<PAGE>

Our business and the value of your securities may be adversely affected if the
Company fails to maintain its listing on Nasdaq

Since its initial public offering in September 1999, the Company's common stock
has been listed on the Nasdaq National Market. We received notice from the
Nasdaq National Market indicating that as of October 28, 2002, the closing bid
price of our common stock had fallen below $1.00 for 30 consecutive trading days
and that we would have 90 calendar days, or until January 27, 2003, to regain
compliance with a minimum bid price of $1.00 if the bid price of our common
stock closes at $1.00 per share or more for a minimum of 10 consecutive trading
days during this time. As of January 10, 2003, we had not yet regained
compliance. Nasdaq further advised us that we may wish to consider transferring
the listing for our common stock to the Nasdaq SmallCap Market where it would be
afforded an extended grace period through April 28, 2003 to satisfy the minimum
bid price requirement to maintain its listing on the Nasdaq SmallCap Market and
may also be eligible for an additional 180 day grace period thereafter. If we
were to transfer the listing for our common stock to the SmallCap Market, we
would be eligible to transfer back to the Nasdaq National Market if, by October
27, 2003, the closing bid price was $1.00 per share for 30 consecutive trading
days and the Company had maintained compliance with all other National Market
listing requirements. We are evaluating our alternatives in case the bid price
requirement is not met during the 90-day period.

If our common stock loses its Nasdaq National Market status, shares of our
common stock would likely trade in the over-the-counter market in the so-called
"pink sheets" or the OTC Bulletin Board. Selling our common stock would be more
difficult because smaller quantities of shares would likely be bought and sold
and transactions could be delayed. In addition, security analysts' and news
media coverage of us may be further reduced. These factors could result in lower
prices and larger spreads in the bid and ask prices for shares of our common
stock. Such delisting from the Nasdaq National Market or further declines in our
stock price could also greatly impair our ability to raise additional necessary
capital through equity or debt financing and may significant increase the
dilution to stockholders caused by issuing equity in financing or other
transactions.

In addition, if our common stock is not listed on the Nasdaq National Market, we
may become subject to Rule 15g-9 under the Securities and Exchange Act of 1934
which imposes additional sales practice requirements on broker-dealers that sell
low-priced securities, referred to as "penny stocks," to persons other than
established subscribers and institutional accredited investors. A penny stock is
generally any equity security that has a market price or exercise price of less
than $5.00 per share, subject to certain exceptions, including listing on the
Nasdaq National Market or the Nasdaq SmallCap Market. For transactions covered
by these rules, broker-dealers must make a special suitability determination for
the purchase of such securities and must have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a risk disclosure document mandated by
the SEC relating to the penny stock market. The broker-dealer is also subject to
additional sales practice requirements. Consequently, the penny stock rules may
restrict the ability of broker-dealers to sell our securities and may affect the
ability of holders to sell these securities in the secondary market and the
price at which such holders can sell any such securities.

Future sales of shares of our common stock, including sales of shares following
the expiration of `lock-up" arrangements, may negatively affect our stock price

As a result of the acquisition of iPCS, the former iPCS security holders
received approximately 12.4 million shares of our common stock and options and
warrants to purchase approximately 1.1 million shares of our common stock. The
shares of common stock issued in connection with the acquisition represented
approximately 47.5% of our common stock, assuming the exercise of all
outstanding warrants and options.

In connection with the merger, holders of substantially all of the outstanding
shares of iPCS common and preferred stock entered into "lock-up" agreements with
the Company. The lock-up agreements imposed restrictions on the ability of such
stockholders to sell or otherwise dispose of the shares of our common stock that
they received in the merger. As of September 26, 2002, all of such shares were
released from the lock-up.

We entered into a registration rights agreement at the effective time of the
merger with some of the former iPCS stockholders. Under the terms of the
registration rights agreement, Blackstone Communications Partners I L.P. and
certain of its affiliates ("Blackstone") has a demand registration right, which
became exercisable after November 30, 2002. In addition, the former iPCS
stockholders, including Blackstone, have incidental registration rights pursuant
to which they can, in general, include their shares of our common stock in any
public registration we initiate, whether or not for sale for our own account.

Sales of substantial amounts of shares of our common stock, or even the
potential for such sales, could lower the market price of our common stock and
impair its ability to raise capital through the sale of equity securities.

We do not intend to pay dividends in the foreseeable future

We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. We intend to retain any future earnings to fund our growth,
debt service requirements and other corporate needs. Accordingly, you will not
receive a return on your investment in our common stock through the payment of
dividends in the foreseeable future and may not realize a return on



                                       36

<PAGE>

your investment even if you sell your shares. Any future payment of dividends to
our stockholders will depend on decisions that will be made by our board of
directors and will depend on then existing conditions, including our financial
condition, contractual restrictions, capital requirements and business
prospects.

ITEM 2.    Properties

As of September 30, 2002, our properties were as follows:

         Corporate offices. Our principal executive offices consist of leased
         office space located in Atlanta, Georgia. AirGate also leases office
         space in Charleston, Columbia and Greenville, South Carolina and
         Asheville, North Carolina. iPCS leases office space in Geneseo,
         Illinois, Grand Rapids, Michigan, Davenport, Iowa and Springfield,
         Illinois.

         Sprint PCS stores. AirGate and iPCS leased space for 41 and 19 retail
         Sprint stores, respectively, in their territory. As of December 27,
         2002, AirGate and iPCS leased space for 38 and 27 retail stores in
         their territory.

         Switching Centers. AirGate leases switching centers in Greenville,
         South Carolina and Columbia, South Carolina. iPCS leases switching
         centers in Grand Rapids, Michigan, Gridley, Illinois and Davenport,
         Iowa.

         Cell Sites. AirGate leases space on approximately 800 cell site towers
         and owns 2 towers. AirGate co-locates on approximately 99% of its cell
         sites. iPCS leases space on approximately 546 cell cite towers and owns
         87 towers. iPCS co-locates on approximately 86% of its cell sites.

We believe our facilities are in good operating condition and are currently
suitable and adequate for our business operations.

ITEM 3.    Legal Proceedings

On July 3, 2002 the Federal Communications Commission (the "FCC") issued an
order in Sprint PCS v. AT&T for declaratory judgment holding that PCS wireless
carriers could not unilaterally impose terminating long distance access charges
pursuant to FCC rules. This FCC order did not preclude a finding of a
contractual basis for these charges, nor did it rule whether or not Sprint PCS
had such a contract with carriers such as AT&T. AirGate and iPCS have previously
received $3.9 and $1.0 million, respectively, from Sprint PCS. This is comprised
of $4.3 and $1.1 million, respectively, of terminating long distance access
revenues, less $0.4 and $0.1 million, respectively, of associated affiliation
fees from Sprint PCS, and Sprint PCS has asserted its right to recover these
revenues net of the affiliation fees. As a result of this ruling, and our
assessment of this contingency under SFAS No. 5, "Accounting for Contingencies",
the Company recorded a charge to revenues during the quarter ended June 30, 2002
to fully reserve for these amounts. However, we will continue to assess the
ability of Sprint, Sprint PCS or other carriers to recover these charges and the
Company is continuing to review the availability of defenses it may have against
Sprint PCS' claim to recover these revenues.

In May, 2002, putative class action complaints were filed in the United States
District Court for the Northern District of Georgia against AirGate PCS, Inc.,
Thomas M. Dougherty, Barbara L. Blackford, Alan B. Catherall, Credit Suisse
First Boston, Lehman Brothers, UBS Warburg LLC, William Blair & Company, Thomas
Wiesel Partners LLC and TD Securities. The complaints do not specify an amount
or range of damages that the plaintiffs are seeking. The complaints seek class
certification and allege that the prospectus used in connection with the
secondary offering of Company stock by certain former iPCS shareholders on
December 18, 2001 contained materially false and misleading statements and
omitted material information necessary to make the statements in the prospectus
not false and misleading. The alleged omissions included (i) failure to disclose
that in order to complete an effective integration of iPCS, drastic changes
would have to be made to the Company's distribution channels, (ii) failure to
disclose that the sales force in the acquired iPCS markets would require
extensive restructuring and (iii) failure to disclose that the "churn" or
"turnover" rate for subscribers would increase as a result of an increase in the
amount of sub-prime credit quality subscribers the Company added from its merger
with iPCS. On July 15, 2002, certain plaintiffs and their counsel filed a motion
seeking appointment as lead plaintiffs and lead counsel. On November 26, 2002,
the Court entered an Order requiring the plaintiffs to provide additional
information in connection with their Motion for Appointment as Lead Plaintiff
and in December 2002, the plaintiffs submitted Declarations in Support of Motion
for Appointment of Lead Plaintiff. The Company believes the plaintiffs' claims
are without merit and intends to vigorously defend against these claims.
However, no assurance can be given as to the outcome of the litigation.

ITEM 4.    Submission Of Matters To A Vote Of Security Holders

None.



                                       37

<PAGE>

                                     PART II

ITEM 5.    Market For Registrant's Common Equity And Related Stockholder Matters

AirGate's common stock has been traded on the Nasdaq National Market under the
symbol "PCSA" since September 28, 1999. The following table sets forth, for the
periods indicated, the range of high and low sales prices for AirGate's common
stock as reported on the Nasdaq National Market.

                                                         Price Range of
                                                          Common Stock
                                                          ------------
                                                      High             Low
                                                      ----             ---
Fiscal Year Ended September 30, 2002:
     Fourth Quarter ..............................  $  1.88          $ 0.39
     Third Quarter ...............................  $ 17.53          $ 0.92
     Second Quarter ..............................  $ 47.97          $ 8.52
     First Quarter ...............................  $ 60.44          $42.20
Fiscal Year Ended September 30, 2001:
     Fourth Quarter ..............................  $ 60.05          $41.75
     Third Quarter ...............................  $ 53.50          $30.88
     Second Quarter ..............................  $ 49.88          $29.44
     First Quarter ...............................  $ 48.00          $21.69

On December 27, 2002, the last reported sales price of AirGate's common stock as
reported on the Nasdaq National Market was $0.84 per share. On December 27,
2002, there were 205 holders of record of AirGate's common stock.

AirGate has never declared or paid any cash dividends on its common stock or any
other of its securities. AirGate does not expect to pay cash dividends on its
capital stock in the foreseeable future. AirGate currently intends to retain its
future earnings, if any, to fund the development and growth of its business.
AirGate's future decisions concerning the payment of dividends on its common
stock will depend upon its results of operations, financial condition and
capital expenditure plans, as well as such other factors as the board of
directors, in its sole discretion, may consider relevant. In addition, AirGate's
existing indebtedness restricts, and AirGate anticipates its future indebtedness
may restrict, AirGate's ability to pay dividends.

Recent Sales of Unregistered Securities

On July 11, 2000, Weiss, Peck & Greer Venture Partners Affiliated Funds
exercised their warrants to acquire 214,413 shares of AirGate's common stock, at
a price of $12.75 per share. The exercise was a cashless exercise, with 40,956
of the 214,413 shares being surrendered to AirGate as payment of the exercise
price. The exemption claimed for this issuance is Section 4(2) of the Securities
Act of 1933.

On September 14, 2000, Lucent Technologies exercised its warrants to acquire
128,860 shares of AirGate's common stock at a price of $20.40 per share. The
exercise was a cashless exercise, with 48,457 of the 128,860 shares being
surrendered to AirGate as payment of the exercise price. The exemption claimed
for this issuance is Section 4(2) of the Securities Act of 1933.



                                       38

<PAGE>

ITEM 6.    Selected Financial Data

The selected financial data presented below under the captions "Statement of
Operations Data," "Other Data," and "Balance Sheet Data" for, and as of the end
of, the years ended September 30, 2002, 2001, and 2000, the nine months ended
September 30, 1999 and the year ended December 31, 1998 and are derived from the
consolidated financial statements of AirGate PCS, Inc. and subsidiaries, which
consolidated financial statements have been audited by KPMG LLP, independent
certified auditors. The consolidated financial statements as of September 30,
2002 and 2001, and for each of the years in the three-year period ended
September 30, 2002, and the report thereon are included herein.

<TABLE>
<CAPTION>
                                                                                                    For the
                                                                                                      Nine
                                                                                                      Months
                                                                                                      Ended    For the Year
                                                              For the Year Ended                    September      Ended
                                                                 September 30,                         30,     December 31,
                                                  -------------------------------------------     ------------ ------------
                                                      2002(1)        2001            2000           1999           1998
                                                      ----           ----            ----           ----           ----
Statement of Operations Data:                              (In thousands except per share subscriber data)
Revenues:
<S>                                               <C>            <C>             <C>             <C>             <C>
      Service revenue .........................   $    327,365   $    105,976    $      9,746    $       --      $       --
      Roaming revenue .........................        111,162         55,329          12,338            --              --
      Equipment revenue .......................         18,030         10,782           2,981            --              --
                                                  ------------   ------------    ------------    ------------    ------------
            Total revenues ....................        456,557        172,087          25,065            --              --
                                                  ------------   ------------    ------------    ------------    ------------

Operating expenses:
     Cost of services and roaming (exclusive of
       depreciation as shown separately below).       (311,135)      (116,732)        (27,770)           --              --
     Cost of equipment ........................        (43,592)       (20,218)         (5,685)           --              --
     Selling and marketing ....................       (116,521)       (71,617)        (28,357)           --              --
     General and administrative ...............        (25,339)       (15,742)        (14,078)         (5,294)         (2,597)
     Non-cash stock compensation ..............           (769)        (1,665)         (1,665)           (325)           --
     Depreciation .............................        (70,197)       (30,621)        (12,034)           (622)         (1,204)
     Amortization of intangible assets ........        (39,332)           (46)           --              --              --
     Loss on disposal of property and equipment         (1,074)          --              --              --              --
                                                  ------------   ------------    ------------    ------------    ------------
       Operating expenses before impairments...       (607,959)      (256,641)        (89,589)         (6,241)         (3,801)
     Impairment of goodwill (3) ...............       (460,920)          --              --              --              --
     Impairment of property and equipment (3) .        (44,450)          --              --              --              --
     Impairment of intangible assets (3) ......       (312,043)          --              --              --              --
                                                  ------------   ------------    ------------    ------------    ------------
       Total operating expenses ...............     (1,425,372)      (256,641)        (89,589)         (6,241)         (3,801)
                                                  ------------   ------------    ------------    ------------    ------------
     Operating loss ...........................       (968,815)       (84,554)        (64,524)         (6,241)         (3,801)
     Interest income ..........................            590          2,463           9,321
     Interest expense .........................        (57,153)       (28,899)        (26,120)         (9,358)         (1,392)
     Income tax benefit .......................         28,761           --              --              --              --
                                                  ------------   ------------    ------------    ------------    ------------
     Net loss .................................   $   (996,617)  $   (110,990)   $    (81,323)   $    (15,599)   $     (5,193)
                                                  ============   ============    ============    ============    ============
     Basic and diluted net loss per share of
       common stock ...........................   $     (41.96)  $      (8.48)   $      (6.60)   $      (4.57)   $      (1.54)
     Basic and diluted weighted-average
       outstanding common shares ..............     23,751,507     13,089,285      12,329,149       3,414,276       3,382,518
Other Data:
     Number of subscribers at end of period ...        554,833        235,025          56,689            --              --

Statement of Cash Flow Data:

     Cash used in operating activities ........   $    (45,242)  $    (40,850)   $    (41,609)   $     (2,473)   $       (989)
     Cash used in investing activities ........        (78,716)       (71,772)       (152,397)        (15,706)         (2,432)
     Cash provided by (used in) financing
       activities .............................        142,143         68,528          (6,510)        274,783           5,200
</TABLE>

<TABLE>
<CAPTION>
                                                                       As of                           As of
                                                                    September 30,                  December 31,
                                                  --------------------------------------------    ------------
                                                  2002(1)      2001          2000       1999         1998
                                                  ----         ----          ----       ----         ----
Balance Sheet Data (at period end):                               (In Thousands)
<S>                                            <C>          <C>          <C>         <C>         <C>
  Cash and cash equivalents                    $  32,475    $  14,290    $  58,384   $ 258,900   $   2,296
  Total current assets                           129,773       56,446       74,315     261,247       2,774
  Property and equipment, net                    399,155      209,326      183,581      44,206      12,545
  Total assets                                   574,294      281,010      268,948     317,320      15,450
  Total current liabilities (2)                  494,173       61,998       37,677      31,507      16,481
  Long-term debt and capital lease obligations   354,828      266,326      180,727     165,667       7,700
  Stockholders' equity (deficit)                (292,947)     (52,724)      49,873     127,846      (5,350)
</TABLE>

(1) On November 30, 2001, AirGate acquired iPCS, Inc. (together with its
subsidiaries "iPCS"). The accounts of iPCS are included as of September 30,
2002, and the results of operations subsequent to November 30, 2001.

(2) As a result of an event of default, the iPCS credit facility and iPCS notes
have been classified as a current liability.

(3) As a result of fair value assessments performed by a nationally recognized
valuation expert, the Company recorded total impairment charges of $817.4
million associated with the impairment of goodwill and tangible and intangible
assets related to iPCS.


                                       39

<PAGE>

ITEM 7.    Management's Discussion And Analysis Of Financial Condition And
           Results Of Operations

This Management's Discussion and Analysis of Results of Operations and Financial
Condition ("MD&A") contains forward looking statements that are based on current
expectations, estimates, forecasts and projections about us, our future
performance, our liquidity, the wireless industry, our beliefs and management's
assumptions. In addition, other written and oral statements that constitute
forward looking statements may be made by us or on our behalf. Such forward
looking statements include statements regarding expected financial results and
other planned events, including but not limited to, anticipated liquidity, churn
rates, ARPU, CPGA and CCPU (all as defined in the Key Operating Metrics),
roaming rates, EBITDA (as defined in the Key Operating Metrics), and capital
expenditures. Words such as "anticipate," "assume," "believe," "estimate,"
"expect," "intend," "plan," "seek", "project," "target," "goal," variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual future events or results may differ materially from
these statements. These risks and uncertainties include:

         o        the impact of an iPCS insolvency;

         o        the competitiveness and impact of Sprint's pricing plans and
                  PCS products and services;

         o        subscriber credit quality;

         o        the ability of Sprint to provide back office billing,
                  subscriber care and other services and the costs of such
                  services;

         o        inaccuracies in data provided by Sprint;

         o        new charges and fees, or increased charges and fees, charged
                  by Sprint;

         o        rates of penetration in the wireless industry;

         o        our significant level of indebtedness;

         o        adequacy of bad debt and other allowances;

         o        the potential to experience a continued high rate of
                  subscriber turnover;

         o        the potential need for additional sources of liquidity;

         o        anticipated future losses;

         o        subscriber purchasing patterns;

         o        potential fluctuations in quarterly results;

         o        an adequate supply of subscriber equipment;

         o        risks related to future growth and expansion; and

         o        the volatility of the market price of AirGate's common stock.

These and other applicable risks and uncertainties are summarized under the
captions "Future Trends That May Affect Operating Results, Liquidity and Capital
Resources" included in this "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" included under
"Item 1. Business" of this annual report on Form 10-K and elsewhere in this
report.

For a further list of and description of such risks and uncertainties, see the
reports filed by us with the SEC. Except as required under federal securities
law and the rules and regulations of the SEC, we do have any intention or
obligation to update publicly any forward looking statements after distribution
of this report, whether as a result of new information, future events, changes
in assumptions or otherwise.

Overview

On July 22, 1998, AirGate entered into management and related agreements with
Sprint whereby it became the network partner of Sprint with the right to provide
100% digital PCS products and services under the Sprint brand names in AirGate's
original territory in the southeastern United States. In January 2000, AirGate
began commercial operations with the launch of four markets covering 2.2 million
residents in AirGate's territory. By September 30, 2000, AirGate had launched
commercial PCS service in all of the 21 basic trading areas, referred to as
markets, which comprise AirGate's original territory. On November 30, 2001,
AirGate acquired iPCS, a network partner of Sprint with 37 markets in the
midwestern states of Michigan, Illinois, Iowa and Nebraska. The acquisition of
iPCS increased the total resident population in the Company's markets from
approximately 7.1 million to approximately 14.5 million. Additionally, iPCS
served 149,119 subscribers as of November 30, 2001. At September 30, 2002,
AirGate and iPCS provided Sprint PCS services to 339,139 and 215,694
subscribers, respectively. At September 30, 2002, AirGate had total network
coverage of approximately 5.9 million residents and iPCS had total network
coverage of approximately 5.6 million residents, of the 7.1 and 7.4 million
residents in its respective territory.



                                       40

<PAGE>

Under AirGate's and iPCS' long-term agreements with Sprint, we manage our
networks on Sprint's licensed spectrum and have the right to use the Sprint
brand names royalty-free during the respective company's PCS affiliation with
Sprint. We also have access to Sprint's national marketing support and
distribution programs and are generally entitled to buy network equipment and
subscriber handsets at the same discounted rates offered by vendors to Sprint
based on its large volume purchases. In exchange for these and other benefits,
AirGate and iPCS each pay an affiliation fee of 8% of collected revenues to
Sprint. We are entitled to 100% of revenues collected from the sale of handsets
and accessories and on roaming revenues received when customers of Sprint and
Sprint's other network partners make a wireless call on our PCS network.

iPCS is a wholly-owned, unrestricted subsidiary of AirGate. As required by the
terms of AirGate's and iPCS' respective outstanding indebtedness, each of
AirGate and iPCS conducts its business as a separate corporate entity from the
other. AirGate's notes require subsidiaries of AirGate to be classified as
either "restricted subsidiaries" or "unrestricted subsidiaries". A restricted
subsidiary is defined generally as any subsidiary that is not an unrestricted
subsidiary. An unrestricted subsidiary includes any subsidiary which:

         o        has been designated an unrestricted subsidiary by the AirGate
                  board of directors,

         o        has no indebtedness which provides recourse to AirGate or any
                  of its restricted subsidiaries,

         o        is not party to any agreement with AirGate or any of its
                  restricted subsidiaries, unless the terms of the agreement are
                  no less favorable to AirGate or such restricted subsidiary
                  than those that might be obtained from persons unaffiliated
                  with AirGate,

         o        is a subsidiary with respect to which neither AirGate nor any
                  of its restricted subsidiaries has any obligation to subscribe
                  for additional equity interests, maintain or preserve such
                  subsidiary's financial condition or cause such subsidiary to
                  achieve certain operating results,

         o        has not guaranteed or otherwise provided credit support for
                  any indebtedness of AirGate or any of its restricted
                  subsidiaries, and

         o        has at least one director and one executive officer that are
                  not directors or executive officers of AirGate or any of its
                  restricted subsidiaries.

AirGate's notes impose certain affirmative and restrictive covenants on AirGate
and its restricted subsidiaries and also include as events of default certain
events, circumstances or conditions involving AirGate or its restricted
subsidiaries. Because iPCS is an unrestricted subsidiary, the covenants and
events of default under AirGate's notes do not generally apply to iPCS.

AirGate's credit facility also imposes certain restrictions on, and applies
certain events of default to events, circumstances or conditions involving,
AirGate and its subsidiaries. AirGate's senior credit facility, however,
expressly excludes iPCS from the definition of "subsidiary." Therefore, these
restrictions and events of default applicable to AirGate and its subsidiaries do
not generally apply to iPCS.

CRITICAL ACCOUNTING POLICIES

The Company relies on the use of estimates and makes assumptions that impact its
financial condition and results. These estimates and assumptions are based on
historical results and trends as well as the Company's forecasts as to how these
might change in the future. Several of the most critical accounting policies
that materially impact the Company's results of operations include:

Allowance for Doubtful Accounts

Estimates are used in determining the allowance for doubtful accounts and are
based on historical collection and write-off experience, current trends, credit
policies and accounts receivable by aging category. In determining these
estimates, the Company compares historical write-offs in relation to the
estimated period in which the subscriber was originally billed. The Company also
looks at the average length of time that elapses between the original billing
date and the date of write-off in determining the adequacy of the allowance for
doubtful accounts by aging category. From this information, the Company provides
specific amounts to the aging categories. The Company provides an allowance for
substantially all receivables over 90 days old. The provision for doubtful
accounts as a percentage of service revenues for the years ended September 30
was as follows:


                                       41

<PAGE>


    Provision for Doubtful Accounts
        as % of Service Revenue       AirGate     iPCS      Combined Company
        -----------------------       -------     ----      ----------------
                  2002                 9.4%       5.5%            8.2%
                  2001                 7.7%       N/A              N/A
                  2000                 5.8%       N/A              N/A

The allowance for doubtful accounts as of September 30, 2002 and September 30,
2001 was $11.3 million and $2.8 million, respectively. At September 30, 2002,
$6.8 million and $4.5 million was attributable to AirGate and iPCS,
respectively. If the allowance for doubtful accounts is not adequate, it could
have a material adverse affect on our liquidity, financial position and results
of operations.

The Company also reviews current trends in the credit quality of its subscriber
base and periodically changes its credit policies. As of September 30, 2002, 35%
of the combined Company's, 36% of AirGate's and 35% of iPCS' subscriber base
consisted of sub-prime credit quality subscribers. The NDASL and Clear Pay
programs and their associated lack of deposit requirements increased the number
of sub-prime credit subscribers. These programs are described herein at
"Business Overview-Marketing Strategy - Pricing." The Clear Pay II program and
its deposit requirements are currently in effect in most of AirGate's and iPCS'
markets, which reinstates a deposit requirement of $125 for most sub-prime
credit subscribers.

Reserve for First Payment Default Subscribers

The Company reserves a portion of its new subscribers and provides a reduction
in revenues from those subscribers that it anticipates will never pay a bill.
Using historical information of the percentage of subscribers whose service was
cancelled for non-payment without ever making a payment, the Company estimates
the number of new subscribers activated in the current period that will never
pay a bill. For these subscribers, the Company provides a reduction of revenue
and removes them from subscriber additions and churn. As a result, these
subscribers are not included in the churn statistics or subscriber count. At
September 30, 2002 and September 30, 2001, the Company had approximately 7,126
and 7,811 such subscribers, respectively.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement
exists, services have been rendered or products have been delivered, the price
to the buyer is fixed and determinable, and collectibility is reasonably
assured. The Company's revenue recognition polices are consistent with the
guidance in Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements" promulgated by the Securities and Exchange Commission.

The Company records equipment revenue from the sale of handsets and accessories
to subscribers in its retail stores and to local distributors in its territories
upon delivery. The Company does not record equipment revenue on handsets and
accessories purchased from national third-party retailers such as Radio Shack,
Best Buy and Circuit City, or directly from Sprint by subscribers in its
territories. The Company believes the equipment revenue and related cost of
equipment associated with the sale of wireless handsets and accessories is a
separate earnings process from the sale of wireless services to subscribers. For
industry competitive reasons, the Company sells wireless handsets at a loss.
Because such arrangements do not require a customer to subscribe to the
Company's wireless services and because the Company sells wireless handsets to
existing customers at a loss, the Company accounts for these transactions
separately from agreements to provide customers wireless service.

The Company's subscribers pay an activation fee to the Company when they
initiate service. The Company defers activation fee revenue over the average
life of its subscribers, which is estimated to be 30 months. The Company
recognizes service revenue from its subscribers as they use the service. The
Company provides a reduction of recorded revenue for billing adjustments, first
payment default customers, late payment fees, and early cancellation fees. The
Company also reduces recorded revenue for rebates and discounts given to
subscribers on wireless handset sales in accordance with Emerging Issues Task
Force ("EITF") Issue No. 01-9 "Accounting for Consideration Given by a Vendor to
a Subscriber (Including a Reseller of the Vendor's Products)." The Company
participates in the Sprint national and regional distribution programs in which
national retailers such as Radio Shack, Best Buy and Circuit City sell Sprint
PCS products and services. In order to facilitate the sale of Sprint PCS
products and services, national retailers purchase wireless handsets from Sprint
for resale and receive compensation from Sprint for Sprint PCS products and
services sold. For industry competitive reasons, Sprint subsidizes the price of
these handsets by selling the handsets at a price below cost. Under the
Company's Sprint agreements, when a national retailer sells a handset purchased
from Sprint to a subscriber in the Company's territories, the Company is
obligated to reimburse Sprint for the handset subsidy. The Company does not
receive any revenues from the sale of handsets and accessories by national
retailers. The Company classifies these handset subsidy charges as a selling and
marketing expense for a new subscriber handset sale and classifies these
subsidies as a cost of service and roaming for a handset upgrade to an existing
subscriber. Handset subsidy charges included in selling and marketing for the
years ended September 30, 2002, 2001, and 2000 were $19.1 million, $12.8
million, and $3.7 million, respectively. Excluding sales commissions, handset
subsidy upgrade charges in cost of service and



                                       42

<PAGE>

roaming for the year ended September 30, 2002 were $4.8 million. The Company did
not incur handset subsidy upgrade charges for the years ended September 30, 2001
and 2000.

Sprint retains 8% of collected service revenues from subscribers based in the
Company's markets and from non-Sprint subscribers who roam onto the Company's
network. The amount of affiliation fees retained by Sprint is recorded as cost
of service and roaming. Revenues derived from the sale of handsets and
accessories by the Company and from certain roaming services (outbound roaming
and roaming revenues from Sprint PCS and its PCS network partner subscribers)
are not subject to the 8% affiliation fee from Sprint.

The Company defers direct subscriber activation costs when incurred and
amortizes these costs using the straight-line method over 30 months, which is
the estimated average life of a subscriber. Direct subscriber activation costs
also include credit check fees and loyalty welcome call fees charged to the
Company by Sprint and costs incurred by the Company to operate a subscriber
activation center.

For the years ended September 30, 2002, 2001 and 2000 the Company recognized
approximately $6.3, $3.4 and $0.1 million, respectively, of activation fee
revenue. For the years ended September 30, 2002, 2001 and 2000 the Company
recognized approximately $3.7, $2.8 and $0.1 million, respectively, of direct
subscriber activation costs. As of September 30, 2002, the Company has deferred
approximately $15.0 million of subscriber activation fee revenue and $8.4
million of direct subscriber activation costs to future periods.

Impairment of Long-Lived Assets and Goodwill

The Company accounts for long-lived assets and goodwill in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 144 requires that
long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. SFAS No. 142 requires annual tests for
impairment of goodwill and intangible assets that have indefinite useful lives
and interim tests when an event has occurred that more likely than not has
reduced the fair value of such assets. The Company recorded a goodwill
impairment of $261.2 million and $199.7 million during the quarter ended March
31, 2002 and the quarter ended September 30, 2002, respectively, as a result of
these fair value assessments.

Purchase price accounting requires extensive use of accounting estimates and
judgments to allocate the purchase price to the fair market value of the assets
acquired and liabilities assumed. In recording the purchase of iPCS, the Company
engaged a nationally recognized valuation expert to assist in determining the
fair value of these assets and liabilities. Included in the asset valuation for
this purchase was the valuation of three intangible assets: the iPCS subscriber
base, non-compete agreements for certain former iPCS employees, and the right to
be the exclusive provider of Sprint PCS products and services in the 37 markets
in which iPCS operates. For the subscriber base, the non-compete agreements, and
the right to provide Sprint PCS products and services in the iPCS territory,
finite useful lives of 30 months, six months and 205 months, respectively, have
been assigned. The Company evaluates its intangible assets for potential
impairment indicators whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. During the quarter ended September
30, 2002, the Company recorded impairments of $312.0 million associated with
iPCS' right to provide service under the Sprint agreements and the acquired
subscriber base and an asset impairment of $44.5 million associated with
property and equipment of iPCS.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Boards ("FASB") issued SFAS
No. 148 "Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of FASB Statement No. 123." SFAS No. 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation from the intrinsic value-based
method of accounting prescribed by Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees." As allowed by SFAS No. 123,
the Company has elected to continue to apply the intrinsic value-based method of
accounting, and has adopted the disclosure requirements of SFAS No. 123. The
Company currently does not anticipate adopting the provisions of SFAS No. 148.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 provides new guidance on the
recognition of costs associated with exit or disposal activities. The standard
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of


                                       43

<PAGE>

commitment to an exit or disposal plan. SFAS No. 146 supercedes previous
accounting guidance provided by EITF Issue No. 94-3 "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." EITF Issue No. 94-3
required recognition of costs at the date of commitment to an exit or disposal
plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Early application is permitted. The adoption
of SFAS No. 146 by the Company on October 1, 2002 is not expected to have a
material impact on the Company's financial position, results of operations or
cash flows as the Company has not recorded any significant restructurings in
past periods, but the adoption may impact the timing of charges in future
periods.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify those gains and losses. The adoption of SFAS No. 145 by the Company on
October 1, 2002 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The Company occasionally offers rebates to subscribers that purchase
wireless handsets in its retail stores. The Company's historical policy
regarding the recognition of these rebates in the consolidated statement of
operations is a reduction in the revenue recognized on the sale of the wireless
handset by an estimate of the amount of rebates expected to be redeemed. The
Company's policy is in accordance with the guidance set forth in EITF 01-9.
Therefore, the adoption of EITF 01-9 by the Company on January 1, 2002 did not
have a material impact on the Company's financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 provides new guidance on the
recognition of impairment losses on long-lived assets with definite lives to be
held and used or to be disposed of and also issued the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. The Company elected early adoption of
SFAS No. 144 as of the beginning of its fiscal year on October 1, 2001. The
Company's adoption of SFAS No. 144 did not have a material impact on the
Company's financial position, results of operations or cash flows. However, as
discussed in note 2 to the financial statements, the application of the
provisions of SFAS No. 144 resulted in a $356.5 million impairment during the
quarter ended September 30, 2002.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS No. 143 by the Company on October 1, 2002 is not expected to
have a material impact on the Company's financial position, results of
operations or cash flows.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which provides for non-amortization of goodwill and intangible assets
that have indefinite useful lives, annual tests of impairments of those assets
and interim tests of impairment when an event occurs that more likely than not
has reduced the fair value of such assets. The statement also provides specific
guidance about how to determine and measure goodwill impairments, and requires
additional disclosure of information about goodwill and other intangible assets.
The provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial statements at that date. Goodwill
and intangible assets acquired after June 30, 2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company
met the criteria for early application and adopted SFAS No. 142 on October 1,
2001. The Company's adoption of the provisions of SFAS No. 142 did not have a
material impact on the Company's financial position, results of operations or
cash flows. However, as discussed in note 2 to the financial statements, the
application of SFAS No. 142 resulted in an impairment charge of $460.9 million
during the fiscal year ended September 30, 2002.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which is
effective for all business combinations initiated after June 30, 2001. SFAS No.
141 requires companies to account for all business combinations using the
purchase method of accounting, recognize intangible assets if certain criteria
are met, as well as provide additional disclosures regarding business
combinations and allocation of purchase price. The Company adopted SFAS No. 141
as of July 1, 2001, prior to



                                       44

<PAGE>

AirGate recording any significant business acquisitions and such adoption did
not have a material impact on the Company's financial position, results of
operation or cash flows.

Key Operating Metrics

Terms such as subscriber net additions, average revenue per user, churn, cost
per gross addition and cash cost per user are important operating metrics used
in the wireless telecommunications industry. Terms such as EBITDA are financial
measures used by many companies. None of these terms, including EBITDA, are
measures of financial performance under accounting principles generally accepted
in the United States ("GAAP"). As an indicator of the Company's operating
performance or liquidity, EBITDA should not be considered an alternative to, or
more meaningful than, net income, cash flow or operating loss as determined in
accordance with GAAP. EBITDA and these other terms as used by the Company may
not be comparable to a similarly titled measure of another company.

The following terms used in this report have the following meanings:

"EBITDA" means earnings before other income, interest, taxes, non-cash stock
compensation expense, depreciation, amortization of intangibles, loss on
disposal of property and equipment and impairment losses. The definition has
changed over time as the Company has introduced new line items in its income
statement that are excluded from EBITDA.

"ARPU" summarizes the average monthly service revenue per user, excluding
roaming revenue. ARPU is computed by dividing service revenue for the period by
the average subscribers for the period, which is net of an adjustment for first
payment default subscribers.

"Churn" is the monthly rate of subscriber turnover that both voluntarily and
involuntarily discontinued service during the month, expressed as a percentage
of the total subscriber base. Churn is computed by dividing the number of
subscribers that discontinued service during the month, net of 30 day returns
and an adjustment for estimated first payment default subscribers, by the
average total subscriber base for the period.

"CPGA" summarizes the average cost to acquire new subscribers during the period.
CPGA is computed by adding the income statement components of selling and
marketing, cost of equipment and activation costs (which are included as a
component of cost of service) and reducing that amount by the equipment revenue
recorded. That net amount is then divided by the total new subscribers acquired
during the period, reduced by a provision for first payment default subscribers.

"CCPU" is a measure of the cash costs to operate the business on a per user
basis consisting of subscriber support, network operations, service delivery,
roaming expense, bad debt expense, wireless handset upgrade subsidies and other
general and administrative costs, divided by average subscribers for the period,
which is net of an adjustment for first payment default subscribers.

The table below sets forth below key metrics for the Company for the years ended
September 30, 2000, 2001 and 2002. For the year ended September 30, 2002, these
metrics are shown separately for each of AirGate, iPCS and the combined Company.

<TABLE>
<CAPTION>
                                                                  Fiscal Year Ended September 30,
                                     -------------------------------------------------------------------------------------------
                                       2000               2001                                     2002
                                       ----               ----         ---------------------------------------------------------
                                     (AirGate)          (AirGate)           AirGate              iPCS           Combined Company
                                     ---------          ---------           -------              ----           ----------------
<S>                                <C>                <C>                 <C>               <C>                 <C>
Subscriber Gross Additions               62,007            233,390             247,221            127,028              374,249
Subscriber Net Additions                 56,689            178,336             104,116             66,072              170,188*
Total Subscribers                        56,689            235,025             339,139            215,694              554,833
ARPU                                        $59                $62                 $61                $55                  $59
Churn                                     2.75%              2.76%               3.53%              2.98%                3.35%
CPGA                                       $501               $361                $386               $387                 $386
CCPU                                       $162                $76                 $59                $61                  $60
Capital Expenditures               $152,397,000        $71,270,000         $41,338,000        $55,722,000          $97,060,000
EBITDA                             $(50,825,000)      $(52,222,000)       $(14,860,000)      $(25,170,000)        $(40,030,000)
</TABLE>
-----
*Includes net additions from iPCS on a pro forma basis.



                                       45

<PAGE>

The reconciliation of EBITDA to our reported operating loss, as determined in
accordance with GAAP, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Fiscal Year Ended September 30,
                                     -------------------------------------------------------------------------------------------
                                       2000               2001                                     2002
                                       ----               ----         ---------------------------------------------------------
                                     (AirGate)          (AirGate)           AirGate              iPCS           Combined Company
                                     ---------          ---------           -------              ----           ----------------
<S>                                    <C>                <C>                 <C>                <C>                  <C>
EBITDA                                 $(50,825)          $(52,222)           $(14,860)          $(25,170)            $(40,030)
  Non-cash stock compensation
  expense                                (1,665)            (1,665)               (769)                 -                 (769)
  Depreciation                          (12,034)           (30,621)            (40,678)           (29,519)             (70,197)
  Amortization of intangible
  assets                                      -                (46)            (35,803)            (3,529)             (39,332)
  Impairment of goodwill                      -                  -            (452,860)            (8,060)            (460,920)
  Impairment of property and
  equipment                                   -                  -                   -            (44,450)             (44,450)
  Impairment of intangible
  assets                                      -                  -            (312,043)                 -             (312,043)
  Loss on disposal of property
  and equipment                               -                  -              (1,074)                 -               (1,074)
                                        --------           --------           ---------          ---------            ---------
Operating Loss                         $(64,524)          $(84,554)          $(858,087)         $(110,728)           $(968,815)
                                        ========           ========           =========          =========            =========
</TABLE>

The tables below also show quarterly key operating metrics for each of the four
quarters in fiscal 2002 for each of AirGate, iPCS and the combined Company. This
information is provided to show the most recent trends in these key operating
metrics. The results for any quarter are not necessarily indicative of results
for any future period.

                                     AirGate
                                     -------
<TABLE>
<CAPTION>
                                                                     Quarter Ended
                                  ------------------------------------------------------------------------------
                                     12/31/01               3/31/02              6/30/02             9/30/02
                                     --------               -------              -------             --------
<S>                                <C>                   <C>                  <C>                  <C>
Subscriber Gross Additions               83,012                68,404               47,529               48,276
Subscriber Net Additions                 54,820                36,055               11,404                1,836
Total Subscribers                       289,844               325,899              337,303              339,139
ARPU                                        $60                   $63                  $57                  $63
Churn                                      3.19%                 3.18%                3.33%                4.30%
CPGA                                       $345                  $321                 $432                 $505
CCPU                                        $64                   $55                  $56                  $63
Bad Debt Expense                          11.88%                10.35%                9.02%                7.11%
Capital Expenditures                 $3,246,000           $17,793,000          $11,241,000           $9,058,000
EBIDTA                             $(14,637,000)           $1,102,000           $3,237,000          $(4,562,000)
Operating Loss                     $(28,350,000)        $(282,447,000)        $(16,955,000)       $(530,335,000)
</TABLE>

                                      iPCS
                                      ----
<TABLE>
<CAPTION>
                                                                     Quarter Ended
                                  -------------------------------------------------------------------------------
                                     12/31/01             3/31/02              6/30/02               9/30/02
                                     --------             -------              -------               --------
<S>                                <C>                  <C>                  <C>                   <C>
Subscriber Gross Additions               17,681               32,145               32,370                44,832
Subscriber Net Additions                 13,892               16,954               14,675                20,551
Total Subscribers                       163,514              180,468              195,143               215,694
ARPU                                        $55                  $56                  $54                   $55
Churn                                      2.13%                2.61%                2.92%                 3.60%
CPGA                                       $365                 $359                 $443                  $374
CCPU                                        $77                  $60                  $60                   $59
Bad Debt Expense                          12.98%                6.66%                7.77%                 0.65%
Capital Expenditures                 $3,880,000          $23,604,000          $17,641,000           $10,597,000
EBIDTA                              $(6,051,000)         $(7,887,000)         $(6,886,000)          $(4,346,000)
Operating Loss                      $(8,374,000)        $(16,409,000)        $(17,637,000)         $(68,308,000)
</TABLE>


                                       46

<PAGE>

                                Combined Company
                                ----------------
<TABLE>
<CAPTION>
                                                                     Quarter Ended
                                  -------------------------------------------------------------------------------
                                    12/31/01              3/31/02               6/30/02              9/30/02
                                    --------              -------               -------              -------
<S>                                     <C>                  <C>                    <C>                  <C>
Subscriber Gross Additions              100,693              100,549                79,899               93,108
Subscriber Net Additions*                68,712               53,009                26,079               22,387
Total Subscribers                       453,358              506,367               532,446              554,833
ARPU                                        $59                  $60                   $56                  $60
Churn                                      2.30%                2.97%                 3.19%                4.04%
CPGA                                       $349                 $333                  $437                 $442
CCPU                                        $66                  $57                   $57                  $61
Bad Debt Expense                          12.05%                9.12%                 8.59%                4.89%
Capital Expenditures                 $7,126,000          $41,397,000           $28,882,000          $19,655,000
EBITDA                             $(20,688,000)         $(6,785,000)          $(3,649,000)         $(8,908,000)
Operating Loss                     $(36,724,000)       $(298,856,000)         $(34,592,000)       $(598,643,000)
</TABLE>
-----
*Includes net additions from iPCS on a pro forma basis.

Results of Operations

The following discussion of the results of operations includes the results of
operations of iPCS subsequent to November 30, 2001.

For the year ended September 30, 2002 compared to the year ended September 30,
2001:

Subscriber Net Additions

As of September 30, 2002, the Company provided personal communication services
to 554,833 subscribers compared to 235,025 subscribers as of September 30, 2001,
an increase of 319,808 subscribers. The increased net subscribers include
149,622 subscribers acquired from iPCS on November 30, 2001. For the year ended
September 30, 2002, the Company added 104,115 net new AirGate subscribers and
66,072 net new iPCS subscribers. The increase in net subscribers is due
primarily to subscribers attracted from other wireless carriers and demand for
wireless services from new subscribers.

The Company does not include in its subscriber base an estimate of first payment
default subscribers. At September 30, 2002 and 2001, the estimated first payment
default subscribers were 7,126 and 7,811, respectively. Estimated first payment
default subscribers at September 30, 2002 for AirGate and iPCS were 3,717 and
3,409, respectively.

Subscriber Gross Additions

Subscriber gross additions for the years ended September 30, 2002 and 2001 were
374,249 and 233,390, respectively. For the year ended September 30, 2002,
subscriber gross additions from AirGate and iPCS were 247,221 and 127,028,
respectively. The increase in subscriber gross additions were attributable to
the acquisition of iPCS and the removal of deposit requirements in the NDASL and
certain Clear Pay programs, additional network build out and retail sales
distribution from AirGate.

Average Revenue Per User

For the years ended September 30, 2002 and 2001, ARPU was $59 and $62,
respectively. For the year ended September 30, 2002, iPCS had an ARPU of $55,
compared to $61 for AirGate. The decrease in ARPU for the Company is primarily
the result of the acquisition of iPCS, cessation of recognizing terminating
access revenue and declines in the average monthly recurring revenue per user.
Until March 2002, the Company recorded terminating long-distance access revenues
billed by Sprint PCS to long distance carriers. Sprint PCS has made a claim to
these historical revenues based upon its current litigation with AT&T and other
long distance carriers. While we continue to examine rights we may have against
Sprint PCS, the Company recorded a reserve to accrue for terminating access
charges previously paid by Sprint on behalf of long distance carriers and for
which Sprint PCS has made a claim.

Churn

Churn for the year ended September 30, 2002 was 3.4%, compared to 2.8% for the
year ended September 30, 2001. For the year ended September 30, 2002, churn
attributable to AirGate and iPCS was 3.5% and 3.0%, respectively. The increase
in churn is primarily a result of an increase in the number of sub-prime credit
quality subscribers whose service was involuntarily discontinued during the
period. Without the subscriber reserve, churn for the year ended September 30,
2002 and 2001 would be


                                       47

<PAGE>

4.0% and 2.8%, respectively. Churn without the subscriber reserve for the year
ended September 30, 2002 attributable to AirGate and iPCS would be 4.2% and
3.6%, respectively.

Cost Per Gross Addition

CPGA was $386 for the year ended September 30, 2002, compared to $361 for the
year ended September 30, 2001. For the year ended September 30, 2002, CPGA for
AirGate and iPCS was $386 and $387, respectively. The increase in CPGA is the
result of greater handset sales incentives, rebates and marketing costs.

Cash Cost Per User

CCPU was $60 for the year ended September 30, 2002, compared to $76 for the year
ended September 30, 2001. For the year ended September 30, 2002, CCPU for
AirGate and iPCS was $59 and $61, respectively. The decrease in CCPU is the
result of the fixed network and administrative support costs of CCPU being
spread over a greater number of average subscribers, including those acquired in
the merger with iPCS.

Revenues

We derive our revenue from the following sources:

         Service. We sell wireless personal communications services. The various
         types of service revenue associated with wireless communications
         services include monthly recurring access and feature charges and
         monthly non-recurring charges for local, wireless long distance and
         roaming airtime usage in excess of the subscribed usage plan.

         Equipment. We sell wireless personal communications handsets and
         accessories that are used by our subscribers in connection with our
         wireless services. Equipment revenue is derived from the sale of
         handsets and accessories from Company owned stores, net of sales
         incentives, rebates and an allowance for returns. The Company's handset
         return policy allows subscribers to return their handsets for a full
         refund within 14 days of purchase. When handsets are returned to the
         Company, the Company may be able to reissue the handsets to subscribers
         at little additional cost. However, when handsets are returned to
         Sprint for refurbishing, the Company receives a credit from Sprint,
         which is less than the amount originally paid for the handset.

         Roaming. The Company receives roaming revenue at a per-minute rate from
         Sprint and other Sprint PCS network partners when Sprint PCS
         subscribers from outside of the Company's territory use the Company's
         network, which accounted for 93% of the roaming revenue recorded for
         the year ended September 30, 2002. The Company pays the same reciprocal
         roaming rate when subscribers from our territories use the network of
         Sprint or its other PCS network partners. The Company also receives
         non-Sprint roaming revenue when subscribers of other wireless service
         providers who have roaming agreements with Sprint roam on the Company's
         network.

Service revenue and equipment revenue was $327.4 million and $18.0 million,
respectively, for the year ended September 30, 2002, compared to $106.0 million
and $10.8 million, respectively, for the year ended September 30, 2001, an
increase of $221.4 million and $7.2 million, respectively. For the year ended
September 30, 2002, service revenue attributable to AirGate and iPCS was $226.5
million and $100.9 million, respectively. These increased revenues reflect the
substantially higher average number of subscribers using the Company's network,
including subscribers acquired in the iPCS acquisition. For the year ended
September 30, 2002, the Company's service revenue was reduced because the
Company did not record revenues from terminating long-distance access charges.
In addition, the Company recorded a revenue adjustment for terminating
long-distance access revenue previously paid to the Company by Sprint PCS on
behalf of long distance carriers. Sprint PCS has made a claim to these
historical revenues that were previously paid by Sprint PCS to Company for the
period from January 2000 to March 2002. Terminating access revenue for which the
Company provided a revenue adjustment was approximately $2.0 million for the
period January 2000 to September 2001. Revenue adjustments for terminating
access revenue attributable to AirGate and iPCS for the year ended September 30,
2002 was $4.3 million and $1.1 million, respectively.

The Company recorded roaming revenue of $111.2 million during the year ended
September 30, 2002 (see roaming expense in Cost of Service and Roaming below),
compared to $55.3 million for the year ended September 30, 2001, an increase of
$55.9 million. The increase is attributable to the larger wireless subscriber
base for Sprint and other Sprint PCS network partners, the additional covered
territory acquired with iPCS, increased roaming revenue to iPCS from Verizon
Wireless and increased roaming revenue from other third-party carriers, PCS
partially offset by a lower average roaming rate. For the year ended September
30, 2002, roaming revenue from Sprint and its PCS network partners was $103.1
million, or 93% of the roaming revenue recorded. For the year ended September
30, 2002, roaming revenue from Sprint and its PCS network partners attributable
to AirGate and iPCS was $70.0 million and $33.1 million, respectively.



                                       48

<PAGE>

The reciprocal roaming rate among Sprint and its PCS network partners, including
the Company, has declined over time, from $0.20 per minute of use prior to June
1, 2001, to $0.10 per minute of use in 2002. See "Sprint Relationship and
Agreements -The Management Agreements--Service pricing, roaming and fees."
Sprint has notified the Company that it intends to reduce the reciprocal roaming
rate to $0.058 per minute of use in 2003. Based upon 2002 historical roaming
data, a reduction in the reciprocal roaming rate for $0.058 per minute would
have reduced roaming revenue by approximately $36 million ($23.0 million for
AirGate and $13.0 million for iPCS) per year, and reduced roaming expense by
approximately $26 million ($16.0 million for AirGate and $10.0 million for iPCS)
per year.

Cost of Service and Roaming

Cost of service and roaming principally consists of costs to support the
Company's subscriber base including:

         o        Roaming expense,

         o        network operating costs (including salaries, cell site lease
                  payments, fees related to the connection of the Company's
                  switches to the cell sites that they support, inter-connect
                  fees and other expenses related to network operations),

         o        back office services provided by Sprint such as customer care,
                  billing and activation,

         o        the 8% of collected service revenue representing the Sprint
                  affiliation fee,

         o        long distance expense relating to inbound roaming revenue and
                  the Company's own subscriber's long distance usage and roaming
                  expense when subscribers from the Company's territory place
                  calls on Sprint's network,

         o        bad debt related to estimated uncollectible accounts
                  receivable, and

         o        wireless handset subsidies on existing subscriber upgrades
                  through national third-party retailers.

The cost of service and roaming was $311.1 million for the year ended September
30, 2002, compared to $116.7 million for the year ended September 30, 2001, an
increase of $194.4 million. For the year ended September 30, 2002, cost of
service and roaming attributable to AirGate and iPCS was $203.2 million and
$107.9 million, respectively. The increase in the cost of service and roaming is
attributable to the increase in the number of subscribers due to the acquisition
of iPCS and additional subscriber growth.

Roaming expense included in the cost of service and roaming was $85.5 million
for the year ended September 30, 2002, compared to $35.4 million for the year
ended September 30, 2001, an increase of $50.6 million as a result of the
substantial increase in the Company's subscriber base, the acquired iPCS
subscriber base and an increase in the average roaming minutes per month for
each subscriber, partially offset by a lower average rate per minute. 92% and
88% of the cost of roaming was attributable to Sprint and its network partners
for the years ended September 30, 2002 and 2001, respectively. For the year
ended September 30, 2002, roaming expense attributable to AirGate and iPCS was
$57.3 million and $28.2 million, respectively. As discussed above, the
per-minute rate the Company pays Sprint when subscribers from the Company's
territory roam onto the Sprint network decreased beginning June 1, 2001 for
AirGate and January 1, 2002 for iPCS.

Bad debt included in the cost of service and roaming was $26.9 million for the
year ended September 30, 2002, compared to $10.9 million for the year ended
September 30, 2001, an increase of $16.0 million. This increase in bad debt
expense is attributable to the acquisition of iPCS and the increase in payment
defaults resulting from the increase in sub-prime credit quality customers.

For the year ended September 30, 2002, the network operating costs were $85.8
million, compared to $37.5 million at September 30, 2001, an increase of $48.3
million. This increase resulted from the acquisition of iPCS and its subscriber
base and network assets. The Company was supporting 554,833 subscribers at
September 30, 2002, compared to 235,025 subscribers at September 30, 2001. At
September 30, 2002, the Company's network, including the territory of iPCS,
consisted of 1,435 active cell sites and seven switches compared to 719 active
cell sites and four switches at September 30, 2001. There were approximately 144
employees performing network operations functions at September 30, 2002,
compared to 79 employees at September 30, 2001.

At September 30, 2002, the number of subscribers at AirGate and iPCS was 339,139
and 215,694, respectively. The number of active cell sites at September 30, 2002
for AirGate and iPCS was 802 and 633, respectively. The number of employees
performing network operations functions at September 30, 2002 for AirGate and
iPCS was 89 and 55, respectively.

Excluding sales commissions, the Company experienced approximately $4.8 million
associated with wireless handset upgrade costs for the year ended September 30,
2002. The Company did not experience wireless handset upgrade costs during the
year ended September 30, 2001.


                                       49

<PAGE>

Cost of Equipment

We purchase handsets and accessories to resell to our subscribers for use in
connection with our services. Because we subsidize the sale of handsets to
remain competitive in the marketplace, the cost of handsets is higher than the
resale price to the subscriber. Cost of equipment was $43.6 million for the year
ended September 30, 2002, and $20.2 million for year ended September 30, 2001,
an increase of $23.4 million. This increase is attributable to the increase in
the number of subscribers added during the period, including subscribers added
as a result of the iPCS acquisition, as cost of equipment includes the cost of
handsets and accessories sold to subscribers from the Company's stores. For the
year ended September 30, 2002, cost of equipment attributable to AirGate and
iPCS was $27.5 million and $16.1 million, respectively.

Selling and Marketing

Selling and marketing expenses include retail store costs such as salaries and
rent in addition to promotion, advertising and commission costs, and handset
subsidies on units sold by national third-party retailers for which the Company
does not record revenue. Under the management agreements with Sprint, when a
national retailer sells a handset purchased from Sprint to a subscriber from the
Company's territories, the Company is obligated to reimburse Sprint for the
handset subsidy that Sprint originally incurred. The national retailers sell
Sprint wireless services under the Sprint brands and marks. The Company incurred
selling and marketing expenses of $116.5 million during the year ended September
30, 2002, compared to $71.6 million in the year ended September 30, 2001, an
increase of $44.9 million. For the year ended September 30, 2002, selling and
marketing expense attributable to AirGate and iPCS was $79.0 million and $37.5
million, respectively. For the year ended September 30, 2002, national
third-party handset subsidy costs attributable to AirGate and iPCS was $11.7
million and $7.4 million, respectively. Handset subsidies on units sold by third
parties totaled approximately $19.1 million for the year ended September 30,
2002, compared to $12.8 million for the year ended September 30, 2001, an
increase of $6.3 million that is attributable to the acquisition of iPCS and
increased subscriber additions.

At September 30, 2002, there were approximately 710 employees performing sales
and marketing functions, compared to 388 employees as of September 30, 2001. The
majority of the increase in employees is a result of the acquisition of iPCS. At
September 30, 2002, employees performing sales and marketing functions for
AirGate and iPCS was approximately 480 and 230, respectively. Selling and
marketing expenses include retail store costs such as salaries and rent in
addition to promotion, advertising and commission costs, and handset subsidies
on units sold by national third-party retailers for which the Company does not
record revenue. Under the management agreements with Sprint, when a national
retailer sells a handset purchased from Sprint to a subscriber from the
Company's territories, the Company is obligated to reimburse Sprint for the
handset subsidy that Sprint originally incurred. The national retailers sell
Sprint wireless services under the Sprint brands and marks.

General and Administrative

For the year ended September 30, 2002, the Company incurred general and
administrative expenses of $25.3 million, compared to $15.7 million for the year
ended September 30, 2001, an increase of $9.6 million. This increase resulted
from the growth in the number of employees and service providers providing
general and administrative services and the acquisition of iPCS. Of the 973
employees at September 30, 2002, approximately 126 employees were performing
corporate support functions compared to 62 employees as of September 30, 2001.
For the year ended September 30, 2002, general and administrative expense
attributable to AirGate and iPCS was $17.6 million and $7.7 million,
respectively.

Non-Cash Stock Compensation

Non-cash stock compensation expense was $0.8 million for the year ended
September 30, 2002, and $1.7 million for the year ended September 30, 2001. The
Company applies the provisions of APB Opinion No. 25 and related interpretations
in accounting for its stock option plans. Unearned stock compensation is
recorded for the difference between the exercise price and the fair market value
of the Company's common stock and restricted stock at the date of grant and is
recognized as non-cash stock compensation expense in the period in which the
related services are rendered.

Depreciation

We capitalize network development costs incurred to ready our network for use
and costs to build-out our retail stores and office space. Depreciation of these
costs begins when the equipment is ready for its intended use and is amortized
over the estimated useful life of the asset. For the year ended September 30,
2002, depreciation increased to $70.2 million, compared to $30.7 million for the
year ended September 30, 2001, an increase of $39.5 million. The increase in
depreciation expense relates primarily to additional network assets placed in
service in 2002 and 2001 and approximately $29.5 million of depreciation from
the acquired iPCS property and equipment. During the fiscal fourth quarter of
2002, the Company placed into service the 1XRTT network hardware costs in
association with the commercial launch of 1XRTT. For the year ended September
30, 2002, depreciation attributable to AirGate and iPCS was $40.7 million and
$29.5 million, respectively.



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<PAGE>

The Company incurred capital expenditures of $97.1 million in the year ended
September 30, 2002, which included approximately $7.1 million of capitalized
interest, compared to capital expenditures of $71.3 million and capitalized
interest of $2.9 million in the year ended September 30, 2001. Capital
expenditures incurred by AirGate and iPCS were $41.4 million and $55.7 million,
respectively, for the year ended September 30, 2002.

Amortization of Intangible Assets

Amortization of intangible assets relates to the amounts recorded from the iPCS
acquisition for the acquired subscriber base, non-competition agreements, and
the right to provide service under iPCS' Sprint agreements. Amortization for the
year ended September 30, 2002, was approximately $39.3 million. Amortization of
intangible assets for the year ended September 30, 2002 was attributable to
AirGate as the Company did not elect pushdown accounting for the acquisition of
iPCS.

Loss on Disposal of Property and Equipment

For the year ended September 30, 2002, the Company recognized a loss of $1.1
million on disposal of property and equipment. This loss is the result of the
abandonment of eleven cell sites in AirGate's territory that were in process of
being constructed.

Goodwill Impairment

The wireless telecommunications industry experienced significant declines in
market capitalization throughout most of 2002. These significant declines in
market capitalization resulted from concerns surrounding anticipated weakness in
future subscriber growth, increased subscriber churn, anticipated future lower
ARPU and liquidity concerns. As a result of these industry trends, the Company
experienced significant declines in its market capitalization subsequent to its
acquisition of iPCS. Additionally, there have been adverse changes to the
strategic business plan for iPCS. These changes include lower new subscribers,
lower ARPU, higher churn, increased service and pass through costs from Sprint
and lower roaming margins from Sprint. Wireless industry acquisitions subsequent
to the Company's acquisition of iPCS have been valued substantially lower on a
price per population and price per subscriber basis. As a result of these
transactions and industry trends, the Company believed that the fair value of
iPCS and its assets had been reduced. Accordingly, the Company engaged a
nationally recognized valuation expert on two occasions during 2002 to perform
fair value assessments of iPCS. The Company recorded a goodwill impairment of
approximately $261.2 million and $199.7 million during the quarter ended March
31, 2002 and the quarter ended September 30, 2002, respectively, as a result of
these fair value assessments. The total goodwill impairment for the year ended
September 30, 2002 was $460.9 million.

Impairment of Fixed Assets

During the quarter ended September 30, 2002, the Company recorded an asset
impairment of $44.5 million associated with the fixed assets (principally
wireless networking infrastructure) of iPCS. This impairment was recorded under
the requirements of SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets." As discussed above, this impairment arose from significant
adverse changes to the business plan for iPCS as well as a generally weak
secondary market for telecommunications equipment. Accordingly, the Company
engaged a nationally recognized valuation expert to determine the fair value of
the assets which were valued at $185.4 million as of September 30, 2002.

Impairment of Intangible Assets

The Company recorded an intangible asset impairment of $305.4 million associated
with iPCS' right to provide services under the Sprint agreements. The right to
provide service under iPCS' Sprint agreements was recorded by the Company as a
result of the purchase price allocation for the acquisition of iPCS. The
original value and life assigned to this intangible was $323.3 million and 205
months, respectively. As discussed previously in the goodwill impairment
section, this impairment arose from significant adverse changes to the business
plan for iPCS. Accordingly, the Company adjusted the carrying value of the right
to provide services under the Sprint agreements to its fair value at September
30, 2002. The Company engaged a nationally recognized valuation expert to
determine the fair value of the right to provide services under the Sprint
agreements.

Interest Income

For the year ended September 30, 2002, interest income was $0.6 million,
compared to $2.5 million for the year ended September 30, 2001. The Company had
higher average cash and cash equivalent balances and higher average interest
rates on deposits for the year ended September 30, 2001, which resulted in
higher interest income for year ended September 30, 2001, when compared to the
year ended September 30, 2002. For the year ended September 30, 2002, interest
income attributable to AirGate and iPCS was $0.2 million and $0.4 million,
respectively.



                                       51

<PAGE>

Interest Expense

For the year ended September 30, 2002, interest expense was $57.2 million,
compared to $28.9 million for the year ended September 30, 2001, an increase of
$28.3 million. The increase is primarily attributable to increased debt related
to the iPCS notes, accreted interest on the AirGate notes and increased
borrowings under the AirGate and iPCS credit facilities, partially offset by
lower commitment fees on undrawn balances of the AirGate credit facility, and a
lower interest rate on variable rate borrowings under the AirGate credit
facility. The Company had borrowings of $709.8 million as of September 30, 2002,
including debt of iPCS, compared to $266.3 million at September 30, 2001. For
the year ended September 30, 2002, interest expense attributable to AirGate and
iPCS was $34.3 million and $22.9 million, respectively.

Income Tax Benefit

Income tax benefits of $28.8 million were recognized for the year ended
September 30, 2002. Income tax benefits will be recognized in the future only to
the extent management believes recoverability of deferred tax assets is more
likely than not.

Net Loss

For the year ended September 30, 2002, the net loss was $996.6 million, an
increase of $802.7 million from a net loss of $193.9 million for the year ended
September 30, 2001. The increase was attributable to the results of operations
of iPCS, which had a reported net loss of $133.2 million, the goodwill
impairment associated with AirGate's investment in iPCS of $460.9 million, the
fixed asset impairment associated with AirGate's investment in iPCS of $44.5
million, and the intangibles impairment associated with AirGate's investment in
iPCS of $312.0 million. For the year ended September 30, 2002, net loss
attributable to AirGate and iPCS was $863.4 million and $133.2 million,
respectively.

For the year ended September 30, 2001 compared to the year ended September 30,
2000:

Subscriber Gross Additions

Subscriber gross additions for the years ended September 30, 2001 and 2000 were
233,390 and 62,007, respectively. The increase in subscriber gross additions was
attributable to additional network build out and retail sales distribution from
AirGate and the removal of the deposit for subscribers selecting the NDASL plan.

Subscriber Net Additions

As of September 30, 2001, the Company provided personal communication services
to 235,025 subscribers compared to 56,689 subscribers as of September 30, 2000,
an increase of 178,336 net subscribers. At September 30, 2001 and 2000 the
estimated first payment default subscribers were 7,811 and 0, respectively. The
increase in net subscribers acquired during the year ended September 30, 2001
was attributable to having all of the Company's 21 markets fully launched during
fiscal 2001 and increased demand for wireless services in the United States.

Average Revenue Per User

For the year ended September 30, 2001, ARPU was $62. For the year ended
September 30, 2000, ARPU was $59. The increase in ARPU primarily resulted from
subscribers selecting rate plans with higher monthly recurring charges.

Churn

Churn for the year ended September 30, 2001 was 2.8%, the same as for the year
ended September 30, 2000. Without the subscriber reserve, churn for each of the
years ended September 30, 2001 and 2000 would have been 2.8%.

Cost Per Gross Addition

CPGA was $361 for the year ended September 30, 2001, compared to $501 for the
year ended September 30, 2000. The decrease in CPGA was the result of greater
gross subscriber additions covering the fixed cost components of CPGA such as
advertising, salaries and store rents.

Cash Cost Per User

CCPU was $76 for the year ended September 30, 2001 compared to $162 for the year
ended September 30, 2000. The decrease in CCPU was the result of the fixed
network and administrative support costs of CCPU being spread over a greater
number of average subscribers.



                                       52

<PAGE>

Revenues

Service revenue, roaming revenue and equipment revenue were $106.0 million,
$55.3 million and $10.8 million, respectively, for the year ended September 30,
2001, compared to $9.7 million, $12.3 million and $3.0 million, respectively,
for the year ended September 30, 2000, an increase of $96.3 million, $43.0
million and $7.8 million, respectively. These increased revenues reflected all
of the Company's markets being commercially operational in fiscal year 2001. In
fiscal year 2000, our markets were being launched in phases and were not
operational on a full fiscal year basis.

Cost of Service and Roaming

The cost of service and roaming was $116.7 million for the year ended September
30, 2001, compared to $27.8 million for the year ended September 30, 2000, an
increase of $88.9 million. Roaming expense included in the cost of service and
roaming was $35.4 million for the year ended September 30, 2001, compared to
$2.5 million for the year ended September 30, 2000, an increase of $32.9 million
resulting from the substantial increase in the Company's subscriber base.

The Company was supporting 235,025 subscribers at September 30, 2001, compared
to 56,689 subscribers at September 30, 2000. At September 30, 2001, the
Company's network consisted of 719 active cell sites and four switches compared
to 567 active cell sites and three switches at September 30, 2000. There were
approximately 79 employees performing network operations functions at September
30, 2001, compared to 59 employees at September 30, 2000.

The Sprint affiliation fee totaled $7.6 million in the year ended September 30,
2001, compared to $0.8 million for the year ended September 30, 2000, a $6.8
million increase related to the growth in service revenues. Fees paid to Sprint
for customer support and retention totaled $15.5 million for the year ended
September 30, 2001, compared to $1.5 million at September 30, 2000. Long
distance fees paid to Sprint totaled $6.5 million for the year ended September
30, 2001, compared to $1.1 million at September 30, 2000. The increases for
customer support and retention and long distance fees resulted from the increase
in the Company's subscriber base.

Cost of Equipment

Cost of equipment was $20.2 million for the year ended September 30, 2001, and
$5.7 million for the year ended September 30, 2000, an increase of $14.5
million. This increase was attributable to the increase in the number of
subscribers.

Selling and Marketing

The Company incurred selling and marketing expenses of $71.6 million during the
year ended September 30, 2001 compared to $28.4 million in the year ended
September 30, 2000, an increase of $43.2 million. At September 30, 2001, there
were approximately 388 employees performing sales and marketing functions,
compared to 246 employees as of September 30, 2000. A net 178,336 subscribers
were added in the year ended September 30, 2001 compared to 56,689 net
subscribers added in the year ended September 30, 2000. Handsets subsidies on
units sold by third parties totaled $12.8 million for the year ended September
30, 2001, compared to $3.7 million for the year ended September 30, 2000, an
increase of $9.1 million.

General and Administrative

For the year ended September 30, 2001, the Company incurred expenses of $15.7
million, compared to $14.1 million for the year ended September 30, 2000, an
increase of $1.6 million. Increased compensation and benefit amounts related to
the growth in employees were partially offset by lower amounts earned under the
retention bonus agreement with our chief executive officer. Of the 529 employees
at September 30, 2001, approximately 62 employees were performing corporate
support functions compared to 36 employees as of September 30, 2000.

Non-Cash Stock Compensation

Non-cash stock compensation expense was $1.7 million for each of the years ended
September 30, 2001 and 2000.

Depreciation

For the year ended September 30, 2001, depreciation and amortization expense
increased to $30.6 million, compared to $12.0 million for the year ended
September 30, 2000, an increase of $18.6 million. The increase in depreciation
and amortization expense related primarily to the completion of our network
build-out during fiscal year 2000 to support the Company's commercial launch.
The Company incurred capital expenditures of $56.1 million in the year ended
September 30, 2001, which included approximately $2.9 million of capitalized
interest compared to capital expenditures of $151.4 million and capitalized
interest of $5.9 million in the year ended September 30, 2000.


                                       53

<PAGE>

Interest Income

For the year ended September 30, 2001, interest income was $2.5 million compared
to $9.3 million for the year ended September 30, 2000, a decrease of $6.8
million. The Company had higher cash and cash equivalent balances for the year
ended September 30, 2000, resulting from the higher amount of proceeds that
remained from our September 1999 equity and debt offerings. As capital
expenditures were required to complete the build-out of the Company's PCS
network, and as working capital and operating losses were funded, decreasing
cash balances and a lower short-term interest rate environment resulted in lower
levels of interest income.

Interest Expense

For the year ended September 30, 2001, interest expense was $28.9 million,
compared to $26.1 million for the year ended September 30, 2000, an increase of
$2.8 million. The increase was primarily attributable to increased debt related
to accreted interest on the AirGate notes and increased borrowings under the
AirGate credit facility, partially offset by lower commitment fees on undrawn
balances of the AirGate credit facility, a lower interest rate on variable rate
borrowings under the AirGate credit facility and lower capitalized interest. The
Company had borrowings of $266.3 million as of September 30, 2001, compared to
$180.7 million as of September 30, 2000.

Net Loss

For the year ended September 30, 2001, net loss was $111.0 million, an increase
of $29.7 million over a net loss of $81.3 million for the year ended September
30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2002, the Company had $32.5 million in cash and cash
equivalents, compared to $14.3 million in cash and cash equivalents at September
30, 2001. The Company's working capital deficit was $364.4 million at September
30, 2002, compared to a working capital deficit of $5.6 million at September 30,
2001. The majority of the Company's working capital deficit as of September 30,
2002 was attributable to the classification of the iPCS credit facility and
notes totaling $352.9 million as current. As of December 31, 2002, iPCS was in
default of certain covenants associated with the iPCS credit facility and notes.
Because of iPCS' inability to cure such default, all amounts under the iPCS
credit facility and notes have been classified as a current liability. As of
September 30, 2002, cash and cash equivalents attributable to AirGate and iPCS
was $4.9 million and $27.6 million, respectively. Working capital at September
30, 2002 attributable to AirGate and iPCS was $(58.0) million and ($306.4)
million, respectively.

Net Cash Used in Operating Activities

The $45.2 million of cash used in operating activities in the year ended
September 30, 2002 was the result of the Company's $996.6 million net loss
offset by $978.8 million of goodwill impairment, fixed asset impairment,
impairment of intangible assets, depreciation, amortization of note discounts,
financing costs, amortization of intangibles, deferred tax benefit, provision
for doubtful accounts and non-cash stock compensation, that was partially offset
by negative net cash working capital changes of $27.4 million. The negative net
working capital changes were primarily a result of timing of payments
principally to Sprint, the increase in interest payable related to the increase
in the balance of the AirGate and iPCS credit facilities, and the increase in
the current maturities of long-term debt at September 30, 2002, compared to
September 30, 2001, resulting from the acquisition of iPCS and growth in the
Company's subscriber base. The $40.9 million of cash used in operating
activities in the year ended September 30, 2001 was the result of the Company's
$111.0 million net loss being partially offset by a net $4.6 million in cash
provided by changes in net working capital and $65.5 million of depreciation,
amortization of note discounts, provision for doubtful accounts, amortization of
financing costs and non-cash stock option compensation. The $41.6 million of
cash used in operating activities in the year ended September 30, 2000 was the
result of the Company's $81.3 million net loss being partially offset by $38.5
million of depreciation, amortization of note discounts, provision for doubtful
accounts, amortization of financing costs, non-cash stock compensation and
positive working capital changes of $1.2 million. For the year ended September
30, 2002, cash used in operating activities attributable to AirGate and iPCS was
$24.5 million and $20.9 million, respectively.

Net Cash Used in Investing Activities

The $78.7 million of cash used in investing activities during the year ended
September 30, 2002 represents $97.1 million for purchases of property and
equipment and $6.0 million of cash acquisition costs related to the acquisition
of iPCS, partially offset by $24.4 million of cash acquired from iPCS. Purchases
of property and equipment during the year ended September 30, 2002 related to
investments to upgrade the Company's network to 1XRTT, expansion of switch
capacity and expansion of service coverage in the Company's territories. For the
year ended September 30, 2001, cash outlays of $71.8 million represented cash
payments of $71.3 million made for purchases of equipment and $0.5 million to
purchase certain assets of one of the Company's agents. For the year ended
September 30, 2000, cash outlays of $152.4 million represented cash payments
made for purchases of


                                       54

<PAGE>

property and equipment. For the year ended September 30, 2002, cash used in
investing activities attributable to AirGate and iPCS was $23.0 million and
$55.7 million, respectively.

Net Cash Provided by Financing Activities

The $142.1 million in cash provided by financing activities during the year
ended September 30, 2002, consisted of $61.2 million in borrowings under the
AirGate credit facility and $80.0 million under the iPCS credit facility, $0.7
million of proceeds received from the exercise of options and warrants and $0.6
million received from stock issued under the employee stock purchase plan,
offset by $0.3 million for payments associated with the amendment to the iPCS
credit facility. The $68.5 million of cash provided by financing activities in
the year ended September 30, 2001 consisted of $61.8 million borrowed under the
AirGate credit facility and $6.7 million of proceeds received from exercise of
options and warrants. The $6.5 million of cash used in financing activities in
the year ended September 30, 2000 consisted of the repayment of a $7.7 million
unsecured promissory note partially offset by $1.2 million received from the
exercise of options to purchase common stock by employees and the exercise of
common stock purchase warrants. For the year ended September 30, 2002, cash
provided by financing activities attributable to AirGate and iPCS was $62.5
million and $79.8 million, respectively.

Liquidity

Due to the factors described under "Business Overview - Current Operating
Environment and its Impact on the Company," management has made changes to the
assumptions underlying the long-range business plans for AirGate and iPCS. These
changes included lower new subscribers, lower ARPU, higher subscriber churn,
increased service and pass through costs from Sprint in the near-term and lower
roaming margins from Sprint. Despite cost cutting and other measures, liquidity
is an issue for iPCS in the near-term and we do not believe it has sufficient
cash flow from operations to pay its operating costs, capital expenditures and
debt service as it becomes due over the next year and beyond. We retained
Houlihan Lokey Howard & Zukin Capital to review iPCS' revised long range
business plan, the strategic alternatives available to iPCS and to assist iPCS
in developing and implementing a plan to improve its capital structure. Because
current conditions in the capital markets make additional financing unlikely,
iPCS has undertaken efforts to restructure its relationship with its secured
lenders, its public noteholders and Sprint, and we have begun restructuring
discussions with informal committees of these creditors. While the lenders and
noteholders have expressed willingness to work with iPCS, Sprint has informed us
it is unwilling to restructure its agreements with iPCS. Because of its
deteriorating financial condition, it is likely that iPCS will soon be required
to seek protection under the federal bankruptcy laws in an effort to effect a
court-administered reorganization. Even if a cooperative restructuring is
possible, it is likely that a court-administered reorganization would be a part
of that process.

As of December 30, 2002, iPCS was in default under certain covenants contained
in its credit facility and the indenture governing its notes. Because of these
events of default, the senior lenders will have the ability to accelerate iPCS'
payment obligations under the iPCS credit facility and the holders of the iPCS
notes will have the ability to accelerate iPCS' payment obligations under iPCS'
indenture, after giving notice and the expiration of applicable cure periods.
iPCS does not anticipate being able to cure these defaults. iPCS is working with
its lenders and noteholders on a forbearance agreement, however there is no
assurance that these negotiations will be successful. In any event, we
anticipate that iPCS will default on certain financial covenants as of March 31,
2003 and it is probable that iPCS will file for bankruptcy in the near term, and
these events are also events of default under the iPCS credit facility.

Because iPCS is an unrestricted subsidiary, AirGate is generally unable to
provide capital or other financial support to iPCS. Further, iPCS lenders,
noteholders and creditors do not have a lien on or encumbrance on assets of
AirGate. We believe AirGate operations will continue independent of the outcome
of the iPCS restructuring.

While AirGate has also experienced a deterioration in its liquidity, it appears
that it is in a better position to address the issues discussed above. It has a
larger subscriber base than iPCS and, as a stand-alone operation, AirGate's
business is more mature. Based upon its current business plan, which continues
to be revised and evaluated in light of evolving circumstances, we expect that
AirGate will have sufficient funds from operations and amounts available under
its credit facility to satisfy our working capital requirements, capital
expenditures and other liquidity requirements through fiscal 2003.

Capital Resources

At September 30, 2002, the Company had $32.5 million of cash and cash
equivalents, consisting of $4.9 million for AirGate and $27.6 million for iPCS.
Total availability under the AirGate credit facility was $17.0 million and total
availability under the iPCS credit facility was $10.0 million.

As of December 31, 2002, $12.0 million remained available for borrowing under
the AirGate credit facility. The Company's obligations under the AirGate credit
facility are secured by all of AirGate's assets, but not assets of iPCS and its
subsidiaries.


                                       55

<PAGE>

As of December 31, 2002, there was no remaining availability under the iPCS
credit facility, which was amended during November 2002 to reduce availability
by $10.0 million to $130.0 million. As described above under "Liquidity," iPCS
is currently in default of certain covenants under its credit facility. Upon
giving the appropriate notice and passage of cure periods, the lenders will have
the ability to accelerate iPCS' payment obligations under the iPCS credit
facility and the holders of its notes will have the ability to accelerate iPCS'
payment obligations to them under the indenture governing such notes. iPCS would
not have sufficient resources to meet its payment obligations in the event of
any such acceleration. iPCS' obligations under the iPCS credit facility are
secured by all of iPCS' operating assets, but not other assets of AirGate and
its restricted subsidiaries.

Future Trends That May Affect Operating Results, Liquidity and Capital Resources

Our business plan and estimated future operating results are based on estimates
of key operating metrics, including subscriber growth, subscriber churn, capital
expenditures, ARPU, losses on sales of handsets and other subscriber
acquisitions costs, and other operating costs. The unsettled nature of the
wireless market, the current economic slowdown, increased competition in the
wireless telecommunications industry, new service offerings of increasingly
large bundles of minutes of use at lower prices by some major carriers, and
other issues facing the wireless telecommunications industry in general have
created a level of uncertainty that may adversely affect our ability to predict
future subscriber growth as well as other key operating metrics.

Certain other factors that may affect our operating results, liquidity and
capital resources include the following:

AirGate has limited funding options and the ability to draw remaining funds
under the AirGate credit facility may be terminated.

AirGate had only $12 million remaining available under the AirGate credit
facility as of December 31, 2002. AirGate currently has no additional sources of
working capital other than EBITDA. AirGate's ability to borrow funds under the
AirGate credit facility may be terminated due to its failure to maintain or
comply with the restrictive financial and operating covenants contained in the
agreements governing the AirGate credit facility. The AirGate credit facility
contains covenants specifying the maintenance of certain financial ratios,
reaching defined subscriber growth and network covered population goals, minimum
service revenues, maximum capital expenditures, and beginning January 1, 2003,
maintaining a ratio of total debt to annualized EBITDA, which ratio is 6.90 for
2003. The Company believes that it is currently in compliance in all material
respects with all financial and operational covenants relating to the AirGate
credit facility. If the Company is unable to operate the AirGate business within
the covenants specified in the AirGate credit facility, the Company's ability to
obtain future amendments to the covenants in AirGate's credit facility is not
assured and the ability to make borrowings required to operate the AirGate
business could be restricted or terminated. Such a restriction or termination
would have a material adverse affect on AirGate's liquidity and capital
resources.

If our actual revenues are less than we expect or operating or capital costs are
more than we expect, our financial condition and liquidity may be materially
adversely affected. In such event, there is substantial risk that the Company
could not access the credit or capital markets for additional capital.

Variable interest rates may increase substantially.

At September 30, 2002, the Company had borrowed $266.5 million under the AirGate
and iPCS credit facilities. The rate of interest on those credit facilities is
based on a margin above either the alternate bank rate (the prime lending rate
in the United States) or the London Interbank Offer Rate (LIBOR). For the year
ended September 30, 2002, the weighted average interest rate under variable rate
borrowings were 5.6% under the AirGate credit facility and 5.7% under the iPCS
credit facility. The combined Company's weighted average borrowing rate on
variable rate borrowings at September 30, 2002, was 5.63%. If interest rates
increase, the Company may not have the ability to service the interest
requirements on its credit facilities. Further, if AirGate or iPCS were to
default under their respective credit facility, such Company's rate of interest
would increase by an additional 2%.

The Company operates with negative working capital because of amounts owed to
Sprint.

Each month the Company pays Sprint expenses described in greater detail under
"Results of Operations" and "Related Party Transactions--Transactions with
Sprint." A reduction in the amounts the Company owes Sprint may result in a
greater use of cash for working capital purposes than the business plans
currently project.

Other factors.

Other factors which could adversely affect our liquidity and capital resources
are described in this report at Risk Factors, including the following:

         o        our revenues may be less than we anticipate,

         o        our costs may be higher than we anticipate,



                                       56

<PAGE>

         o        we may continue to experience a high rate of subscriber
                  turnover,

         o        our efforts to reduce costs may not succeed or may have
                  adverse affects on our business,

         o        our provision for doubtful accounts may not be sufficient to
                  cover uncollectible accounts,

         o        if AirGate does not meet all of the conditions required under
                  its credit facility, it may not be able to draw down all of
                  the funds it anticipates receiving from its senior lenders,

         o        the restructuring of iPCS,

         o        in the event of iPCS' bankruptcy or insolvency, AirGate may
                  not be able to reduce its general and administrative costs in
                  an amount sufficient to subsidize the portion of the combined
                  Company's costs currently borne by iPCS, and

         o        risks related to our relationship with Sprint.

Contractual Obligations

The Company is obligated to make future payments under various contracts it has
entered into, including amounts pursuant to the AirGate and iPCS credit
facilities, the AirGate notes, the iPCS notes, capital leases and non-cancelable
operating lease agreements for office space, cell sites, vehicles and office
equipment. Future minimum contractual cash obligations for the next five years
and in the aggregate at September 30, 2002, are as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                                            Payments Due By Period
                                                            ----------------------
                                                           Years Ended September 30,
                                                           -------------------------

     Contractual Obligation       Total        2003         2004         2005         2006         2007      Thereafter
     ----------------------    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                             <C>          <C>          <C>          <C>          <C>          <C>          <C>
AirGate credit facility (1)    $  136,500   $    2,024   $   15,863   $   21,150   $   26,920   $   35,400   $   35,143
AirGate notes                     300,000           --           --           --           --           --      300,000
AirGate operating leases (2)       75,284       19,096       18,313       13,711        8,768        5,766        9,630
                               ----------   ----------   ----------   ----------   ----------   ----------   ----------
      AirGate subtotal         $  511,784   $   21,120   $   34,176   $   34,861   $   35,688   $   41,166   $  344,773
                               ----------   ----------   ----------   ----------   ----------   ----------   ----------
iPCS credit facility (1)(3)    $  130,000   $       --   $    9,750   $   17,875   $   29,250   $   32,500   $   40,625
iPCS notes (3)                    300,000           --           --           --           --           --      300,000
iPCS operating leases (2)          71,029       13,214       12,593       11,663        8,694        6,094       18,771
iPCS capital leases                 1,285            4           74           77           81           84          965
                               ----------   ----------   ----------   ----------   ----------   ----------   ----------
      iPCS subtotal            $  502,314   $   13,218   $   22,417   $   29,615   $   38,025   $   38,678   $  360,361
                               ----------   ----------   ----------   ----------   ----------   ----------   ----------
      Total                    $1,014,098   $   34,338   $   56,593   $   64,476   $   73,713   $   79,844   $  705,134
                               ==========   ==========   ==========   ==========   ==========   ==========   ==========
      Total after
        reclassification(3)    $1,014,098   $  464,338   $   46,843   $   46,601   $   44,463   $   47,344   $  364,509
                               ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

(1)      Total repayments are based upon borrowings outstanding as of September
         30, 2002, not projected borrowings under the respective credit
         facility.
(2)      Does not include payments due under renewals to the original lease
         term.
(3)      Amounts in this table do not reflect the current classification of the
         iPCS credit facility and iPCS notes as a result of the event of default
         discussed below. Total after reclassification reflects amounts due
         under the iPCS credit facility and notes in 2003 as a result of the
         event of default.

The AirGate $153.5 million credit facility provides for a $13.5 million senior
secured term loan, which matures on June 6, 2007, which is the first installment
of the loan, or tranche I. The second installment, or tranche II, under the
AirGate credit agreement is for a $140.0 million senior secured term loan, which
matures on September 30, 2008. The AirGate credit facility requires quarterly
payments of principal beginning December 31, 2002, for tranche I, and March 31,
2004, for tranche II, initially in the amount of 3.75% of the loan balance then
outstanding and increasing thereafter. The commitment fee on unused borrowings
is 1.50%, payable quarterly. The AirGate notes will require cash payments of
interest beginning on April 1, 2005.

The iPCS credit facility provides for a $80.0 million senior secured term loan
which matures on December 31, 2008, which is the first installment of the loan,
or tranche A. The second installment, or tranche B, under the iPCS credit
facility is for a $50.0 million senior secured term loan, which also matures on
December 31, 2008. The iPCS credit facility requires quarterly payments of
principal beginning March 31, 2004, for tranche A and tranche B, initially in
the amount of 2.5% of the loan balance then outstanding and increasing
thereafter. The commitment fee on unused borrowings ranges from 1.00% to 1.50%,
payable quarterly. The iPCS notes will require cash payments of interest
beginning on January 15, 2006.

As of December 31, 2002, two major credit rating agencies rate AirGate's and
iPCS' unsecured debt. The ratings were as follows:


                                       57

<PAGE>

           Type of facility                          Moody's       S&P
           ----------------                          -------       ---
           AirGate notes                               CAA2         CC
           iPCS notes                                   CA          CC

On December 31, 2002, S&P downgraded AirGate's corporate rating from CCC+ to
CCC- and its rating of the AirGate notes from CCC- to CC. In addition, S&P
downgraded iPCS' corporate rating from CCC- to CC. AirGate has also been placed
on credit watch with negative implications pending the cure of a default under
its senior credit facility and its notes.

There are provisions in each of the agreements governing the credit facilities,
the AirGate notes and the iPCS notes providing for an acceleration of repayment
upon an event of default, as defined in the respective agreements. As discussed
previously, because of iPCS' default under its credit facility, iPCS' senior
lenders and noteholders have the ability to accelerate its payment obligations,
after giving notice and the expiration of applicable cure periods. iPCS is
working with its lenders and noteholders on a forbearance agreement, however
there is no assurance that these negotiations will be successful.

The Company has no off-balance sheet arrangements and has not entered into any
transactions involving unconsolidated, limited purpose entities or commodity
contracts.

Seasonality

The Company's business is subject to seasonality because the wireless industry
historically has been heavily dependent on fourth calendar quarter results.
Among other things, the industry relies on significantly higher subscriber
additions and handset sales in the fourth calendar quarter as compared to the
other three calendar quarters. A number of factors contribute to this trend,
including: the increasing use of retail distribution, which is heavily dependent
upon the year-end holiday shopping season; the timing of new product and service
announcements and introductions; competitive pricing pressures; and aggressive
marketing and promotions. The increased level of activity requires a greater use
of available financial resources during this period. We expect, however, that
fourth quarter seasonality will have less impact in the future.

RELATED PARTY TRANSACTIONS AND TRANSACTIONS BETWEEN AIRGATE AND IPCS

Transactions with Sprint

Under the Sprint agreements, Sprint provides the Company significant support
services such as customer service, billing, collections, long distance, national
network operations support, inventory logistics support, use of the Sprint and
Sprint PCS brand names, national advertising, national distribution and product
development. Additionally, the Company derives substantial roaming revenue and
incurs substantial roaming expenses when Sprint's and Sprint's network partners'
PCS wireless subscribers incur minutes of use in the Company's territories and
when the Company's subscribers incur minutes of use in Sprint's and Sprint's
network partners' PCS territories. These transactions are recorded in the
roaming revenue, cost of service and roaming, cost of equipment and selling and
marketing expense captions in the statement of operations. Cost of service and
roaming transactions relate to the affiliation fee, long distance charges,
roaming expenses, and the costs of services such as billing, collections and
customer service. Cost of equipment transactions relate to inventory purchased
by the Company from Sprint under the Sprint agreements. Selling and marketing
transactions relate to subsidized costs on handsets and commissions paid by the
Company under Sprint's national distribution program. Amounts relating to the
Sprint agreements for the years ended September 30, 2002, 2001 and 2000, are as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                 For Years Ended September 30,
                                                                ------------------------------
                                                                  2002       2001       2000
                                                                --------   --------   --------
<S>                                                             <C>        <C>        <C>
Amounts included in the Consolidated Statement of Operations:

     AirGate roaming revenue ................................   $ 70,002   $ 53,863   $ 11,798
     AirGate cost of service and roaming:
          Roaming ...........................................   $ 52,746   $ 40,472   $  3,171
          Customer service ..................................     40,454     15,526      1,542
          Affiliation fee ...................................     15,815      7,603        757
          Long distance .....................................     13,846      6,556      1,119
          Other .............................................      2,115      1,252        145
                                                                --------   --------   --------
     AirGate cost of service and roaming: ...................   $124,976   $ 71,409   $  6,734
     AirGate purchased inventory ............................   $ 23,662   $ 19,405   $  7,571
     AirGate selling and marketing ..........................   $ 21,728   $ 20,827   $  5,716
     iPCS roaming revenue ...................................   $ 33,137         --         --
     iPCS cost of service and roaming
          Roaming ...........................................   $ 25,723         --         --
          Customer service ..................................     19,367         --         --

</TABLE>


                                       58

<PAGE>

<TABLE>
<CAPTION>
<S>                                                             <C>        <C>        <C>
          Affiliation fee ...................................      8,011         --         --
          Long distance .....................................      7,686         --         --
          Other .............................................        781         --         --
                                                                --------   --------   --------
     iPCS cost of service and roaming .......................   $ 61,568         --         --
     iPCS purchased inventory ...............................   $ 17,097         --         --
     iPCS selling and marketing .............................   $  9,970         --         --

<CAPTION>
                                                                            As of
                                                                        September 30,
                                                           -------------------------------------
                                                                  2002                 2001
                                                                  ----                 ----
<S>                                                           <C>                  <C>
           Receivable from Sprint                             $  44,953            $  10,200
           Payable to Sprint                                    (88,360)             (32,564)
</TABLE>

Transactions between AirGate and iPCS

The Company formed AirGate Service Company, Inc. ("ServiceCo") to provide
management services to both AirGate and iPCS. ServiceCo is a wholly-owned
restricted subsidiary of AirGate. Personnel who provide general management
services to AirGate and iPCS have been leased to ServiceCo, which include 188
employees at September 30, 2002. Generally, the management personnel include the
corporate staff in the Company's principal corporate offices in Atlanta and the
accounting staff in Geneseo, Illinois. ServiceCo expenses are allocated between
AirGate and iPCS based on the percentage of subscribers they contribute to the
total number of Company subscribers (the "ServiceCo Allocation"), which is
currently 60% AirGate and 40% iPCS. Expenses that are related to one company are
allocated to that company. Expenses that are related to ServiceCo or both
companies are allocated in accordance with the ServiceCo Allocation. For the
year ended September 30, 2002, iPCS paid ServiceCo a net total of $1.7 million
for ServiceCo expenses. We anticipate that the net ServiceCo allocation to iPCS
in fiscal year 2003 will be approximately $4.6 million.

AirGate has completed transactions at arms-length in the normal course of
business with its unrestricted subsidiary iPCS. These transactions are comprised
of roaming revenue and expenses, inventory sales and purchases and sales of
network operating equipment as further described below.

In the normal course of business under AirGate's and iPCS' Sprint agreements,
AirGate's subscribers incur minutes of use in iPCS' territory causing AirGate to
incur roaming expense (roaming revenue to iPCS). In addition, iPCS' subscribers
incur minutes of use in AirGate's territory for which AirGate receives roaming
revenue (roaming expense to iPCS). AirGate received $0.4 million of roaming
revenue and incurred $0.4 million of roaming expense to iPCS during the year
ended September 30, 2002. The reciprocal roaming rate charged and other terms
are established under AirGate's and iPCS' agreements with Sprint.

In order to optimize the most efficient use of certain models of wireless
handset inventory in relation to regional demand, in fiscal 2002 AirGate sold
approximately $0.1 million of wireless handset inventory to iPCS. Additionally
AirGate purchased approximately $0.2 million of wireless handset inventory from
iPCS. These transactions were completed at fair value. At September 30, 2002,
neither AirGate nor iPCS were carrying any wireless handset inventory purchased
from each other.

AirGate sold approximately $0.2 million of network operating equipment to iPCS
in fiscal 2002 at fair value. Additionally, iPCS sold to AirGate approximately
$0.7 million of network operating equipment at fair value.

The terms and conditions of each of the transactions described above are
comparable to those that could have been obtained in transactions with
unaffiliated entities.

Transactions Involving Board Members

AirGate purchases telecommunication services for its network from New South
Communications. James Akerhielm, a member of AirGate's board of directors during
the year ended September 30, 2002, is the president and chief executive officer
and a member of the board of directors of New South Communications, Inc. Mr.
Akerhielm was elected to the board of directors of the Company during May 2002.
For the year ended September 30, 2002, AirGate purchased $0.7 million of
telecommunication services from New South Communications, less than 1% of
AirGate's revenues. The terms and conditions of such transactions are comparable
to those that could have been obtained in transactions with unaffiliated
entities.

Pursuant to his employment agreement, iPCS purchases consulting services from
Tim Yager who served on AirGate's board of directors during the year ended
September 30, 2002. For the year ended September 30, 2002, iPCS purchased $0.3
million of consulting services from Tim Yager.

Messrs. Akerhielm and Yager have both recently resigned from AirGate's board of
directors.



                                       59

<PAGE>

Inflation

Our management believes that inflation has not had, and will not have, a
material adverse effect on our results of operation.

ITEM 7A. Quantitative And Qualitative Disclosure About Market Risk

In the normal course of business, the Company's operations are exposed to
interest rate risk on its credit facilities and any future financing
requirements. The Company's fixed rate debt consists primarily of the accreted
carrying value of the 1999 AirGate notes ($220.2 million at September 30, 2002)
and the 2000 iPCS notes ($223.1 million at September 30, 2002). Our variable
rate debt consists of borrowings made under the AirGate credit facility ($136.5
million at September 30, 2002) and the iPCS credit facility ($130.0 million at
September 30, 2002). For the year ended September 30, 2002, the weighted average
interest rate under the AirGate credit facility was 5.6% and under the iPCS
credit facility was 5.7%. Our primary interest rate risk exposures relate to (i)
the interest rate on long-term borrowings; (ii) our ability to refinance the
AirGate and iPCS notes at maturity at market rates; and (iii) the impact of
interest rate movements on our ability to meet interest expense requirements and
financial covenants under our debt instruments.

The Company manages the interest rate risk on its outstanding long-term debt
through the use of fixed and variable rate debt and the use of an interest rate
cap with regard to a portion of the iPCS debt. While the Company cannot predict
its ability to refinance existing debt or the impact interest rate movements
will have on existing debt, the Company continues to evaluate its interest rate
risk on an ongoing basis.

The following table presents the estimated future balances of outstanding
long-term debt projected at the end of each period and future required annual
principal payments for each period then ended associated with the AirGate and
iPCS notes and credit facilities based on projected levels of long-term
indebtedness:

<TABLE>
<CAPTION>
                                                Years Ending September 30,
                            -----------------------------------------------------------------------
                                2003        2004        2005        2006        2007    Thereafter
                                ----        ----        ----        ----        ----    ----------
                                                    (Dollars in thousands)
<S>                          <C>         <C>         <C>         <C>         <C>
AirGate notes                $228,813    $260,630    $297,191    $297,289    $297,587          --
Fixed interest rate              13.5%       13.5%       13.5%       13.5%       13.5%       13.5%
Principal payments                 --          --          --          --          --    $300,000

AirGate credit facility      $151,475    $133,700    $110,000    $ 79,893    $ 40,000          --
Variable interest rate (1)       5.75%       5.75%       5.75%       5.75%       5.75%       5.75%
Principal payments           $  2,025    $ 17,775    $ 23,700    $ 30,107    $ 39,893    $ 40,000

iPCS credit facility (2)     $130,000    $120,250    $102,375    $ 73,125    $ 40,625          --
Variable interest rate (1)       5.75%       5.75%       5.75%       5.75%       5.75%       5.75%
Principal payments                 --    $  9,750    $ 17,875    $ 29,250    $ 32,500    $ 40,625

iPCS notes (2)               $252,093    $285,118    $296,967    $297,165    $300,000          --
Fixed interest rate              14.0%       14.0%       14.0%       14.0%       14.0%       14.0%
Principal payments                 --          --          --          --          --    $300,000

</TABLE>

(1)      The interest rate on the credit facilities equals the London Interbank
         Offered Rate ("LIBOR") +3.75%. LIBOR is assumed to equal 2.0% for all
         periods presented, which is the current LIBOR rate. A 1% increase
         (decrease) in the variable interest rate would result in a $2.7 million
         increase (decrease) in the related interest expense on an annual basis.
(2)      Amounts in this table do not reflect the current classification of the
         iPCS credit facility and iPCS notes as a result of the event of default
         discussed elsewhere in this report.

ITEM 8. Financial Statements

Our financial statements are listed under Item 15(a) of this annual report and
are filed as part of this report on the pages indicated.

ITEM 9. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure

None.



                                       60

<PAGE>

                                    PART III

ITEM 14. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) for the
Company. Our Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of our disclosure controls and procedures as of a
date within 90 days before the filing date of this annual report, have concluded
that our disclosure controls and procedures are adequate and effective in timely
alerting them to material information relating to the Company required to be
included in its periodic Securities and Exchange Commission filings.

Under our agreements with Sprint, Sprint provides us with billing, collections,
customer care and other back office services. As a result, Sprint remits
approximately 96% of our revenues to us. In addition, approximately 60% of cost
of service and roaming in our consolidated financial statements relate to
charges from Sprint for its affiliation fee, charges for services provided under
our agreements with Sprint such as billing, collections and customer care,
roaming expense, long-distance, and pass-through and other fees and expenses.
The Company, as a result, necessarily relies on Sprint to provide accurate,
timely and sufficient data and information to properly record our revenues,
expenses and accounts receivable which underlie a substantial portion of our
periodic financial statements and other financial disclosures. The relationship
with Sprint is established by our agreements and our flexibility to use a
service provider other than Sprint is limited.

Because of our reliance on Sprint for financial information, the Company must
depend on Sprint to design adequate internal controls with respect to the
processes established to provide this data and information to the Company and
Sprint's other network partners. To address this issue, Sprint engages its
independent auditors to perform a periodic evaluation of these controls and to
provide a "Report on Controls Placed in Operation and Tests of Operating
Effectiveness for Affiliates" under guidance provided in Statement of Auditing
Standards No. 70. This report is provided annually to the Company and covers the
Company's entire fiscal year.

Information provided by Sprint includes reports regarding our subscriber
accounts receivable. During the last quarter of fiscal 2002, Company personnel
began inquiring about differences between various accounts receivable reports
provided by Sprint. We continued to make inquiries and have discussions with
Sprint regarding these differences until, in early December, Sprint informed us
that certain accounts receivable reports provided to the Company could not be
relied upon for financial reporting purposes. Since that time, Sprint and the
Company have worked cooperatively to confirm the correct accounts receivable
balances and to reconcile inconsistencies with reports previously relied on by
the Company.

In connection with this review of accounts receivable, the Company has
reclassified approximately $10.0 million of subscriber accounts receivable for
the fiscal year ended September 30, 2002 to a receivable from Sprint. We believe
at least $10.0 million is payable from Sprint, but Sprint has acknowledged only
$5.8 million is owed to Airgate. We are in discussions with Sprint regarding the
differences and have provided for these discussions in our consolidated
financial statements.

Changes in Internal Controls

As indicated above, it is inherent in our relationship with Sprint that we rely
on Sprint to provide accurate, timely and sufficient data and information to
properly record the revenues, expenses and accounts receivable which underlie a
substantial portion of our periodic financial statements and other financial
disclosures. We and our independent auditors believe that the accounts
receivable issue resulted from a reportable condition in internal controls. We
will focus additional resources on reviewing and analyzing information provided
by Sprint and we are working with Sprint to identify other information and
reports that would assist us in this review and analysis, particularly as it
relates to accounts receivable and the application of cash. We continue to
assess and explore, both internally and with Sprint, what other measures might
be adopted to avoid this or similar reporting problems in the future.


                                       61

<PAGE>

                                     PART IV

ITEM 15. Financial Statements, Schedules, Reports On Form 8-K And Exhibits

   (a) Financial Statements

         1. The following financial statements are filed with this report on the
            pages indicated:
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         Independent Auditors' Report ........................................................................  F-1

         Consolidated Balance Sheets as of September 30, 2002 and September 30, 2001 .........................  F-2

         Consolidated Statements of Operations for the years ended September 30, 2002, 2001 and 2000 .........  F-3

         Consolidated Statements of Stockholders' Equity (Deficit) for the years ended September 30, 2002,
           2001 and 2000 .....................................................................................  F-4

         Consolidated Statements of Cash Flows for the years ended September 30, 2002, 2001 and 2000 .........  F-5

         Notes to the Consolidated Financial Statements ......................................................  F-6

   (b) Financial Statement Schedule

         Financial Statement Schedule

             Report of Independent Auditors' on Financial Statement Schedule .................................  F-32
             Schedule II--Valuation and Qualifying Accounts ..................................................  F-33
</TABLE>

         1. Exhibits

            See Item 15(c) below

    (c) Reports on Form 8-K

The following Current Reports on 8-K were filed by AirGate during the quarter
ended September 30, 2002:

On July 9, 2002, AirGate furnished a Current Report on Form 8-K with the
Securities and Exchange Commission under Item 9 - Regulation FD Disclosure
relating to its press release announcing its net subscriber additions for the
third fiscal quarter and that iPCS had attained its minimum subscriber covenant
under the iPCS senior secured credit facility.

On August 8, 2002, AirGate furnished a Current Report on Form 8-K with the
Securities and Exchange Commission under Item 9 - Regulation FD Disclosure
relating to its press release announcing its financial and operating results for
the third fiscal quarter and nine months ended June 30, 2002.


                                       62

<PAGE>

    (d) Exhibits

AirGate Exhibits

      Exhibit
       Number     Number description
       ------     ------------------

         3.1      Restated Certificate of Incorporation of AirGate PCS, Inc.
                  dated December 17, 2002.

         3.2      Amended and Restated Bylaws of AirGate PCS, Inc. dated
                  December 17, 2002.

         4.1      Specimen of common stock certificate of AirGate PCS, Inc.
                  (Incorporated by reference to Exhibit 4.1 to the Registration
                  Statement on Form S-1/A filed by AirGate with the Commission
                  on June 15, 1999 (SEC File Nos. 333-79189-02 and
                  333-79189-01))

         4.2      Form of warrant issued in units offering (included in Exhibit
                  10.20)

         4.3      Form of Lucent Warrants (Incorporated by reference to Exhibit
                  4.4 to the Registration Statement on Form S-1/A filed by
                  AirGate with the Commission on September 17, 1999 (SEC File
                  Nos. 333-79189-02 and 333-79189-01))

         4.4      Form of Indenture for senior subordinated discount notes
                  (including form of pledge agreement) (Incorporated by
                  reference to Exhibit 4.5 to the Registration Statement on Form
                  S-1/A filed by AirGate with the Commission on September 23,
                  1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

         4.5      Form of unit (included in Exhibit 10.20)

         10.1     Sprint PCS Management Agreement and Addenda I-III thereto
                  between SprintCom, Inc. and AirGate Wireless, L.L.C.
                  (Incorporated by reference to Exhibit 10.1 to the Registration
                  Statement on Form S-1/A filed by AirGate with the Commission
                  on June 15, 1999 (SEC File Nos. 333-79189-02 and
                  333-79189-01))

         10.2     Assignment of Sprint PCS Management Agreement, Sprint Spectrum
                  Services Agreement and Trademark and Service Mark Agreement
                  from AirGate Wireless, L.L.C. to AirGate Wireless, Inc. dated
                  November 20, 1998 (Incorporated by reference to Exhibit 10.14
                  to the Registration Statement on Form S-1/A filed by AirGate
                  with the Commission on August 9, 1999 (SEC File Nos.
                  333-79189-02 and 333-79189-01))

         10.3     Addendum IV to Sprint PCS Management Agreement dated August
                  26, 1999 by and among SprintCom, Inc., Sprint Communications
                  Company, L.P., Sprint Spectrum L.P. and AirGate PCS, Inc.
                  (Incorporated by reference to Exhibit 10.1.2 to the annual
                  report on Form 10-K filed by AirGate with the Commission on
                  December 18, 2000 for the year ended September 30, 2000 (SEC
                  File No. 000-27455))

         10.4     Addendum V to Sprint PCS Management Agreement dated May 12,
                  2000 by and among SprintCom, Inc., Sprint Communications
                  Company, L.P. and AirGate PCS, Inc. (Incorporated by reference
                  to Exhibit 10.1.3 to the annual report on Form 10-K filed by
                  AirGate with the Commission on December 18, 2000 for the year
                  ended September 30, 2000 (SEC File No. 000-27455))

         10.5     Addendum VI to Sprint PCS Management Agreement dated December
                  8, 2000 by and among SprintCom, Inc., Sprint Communications
                  Company, L.P., Sprint Spectrum L.P. and AirGate PCS, Inc.
                  (Incorporated by reference to Exhibit 10.1.4 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  February 14, 2001 for the quarter ended December 31, 2000 (SEC
                  File No. 000-27455))

         10.6     Schedule of Definitions to Sprint PCS Management Agreement by
                  and among SprintCom, Inc. and AirGate Wireless, L.L.C.
                  (Incorporated by reference to Exhibit 10.33 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  May 15, 2002 for the quarter ended March 31, 2002 (SEC File
                  No. 000-27455))


                                       63

<PAGE>

      Exhibit
       Number     Number description
       ------     ------------------

         10.7     Sprint PCS Services Agreement between Sprint Spectrum L.P. and
                  AirGate Wireless, L.L.C. (Incorporated by reference to Exhibit
                  10.2 to the Registration Statement on Form S-1/A filed by
                  AirGate with the Commission on June 15, 1999 (SEC File Nos.
                  333-79189-02 and 333-79189-01))

         10.8     Sprint Spectrum Trademark and Service Mark License Agreement
                  (Incorporated by reference to Exhibit 10.3 to the Registration
                  Statement on Form S-1/A filed by AirGate with the Commission
                  on June 15, 1999 (SEC File Nos. 333-79189-02 and
                  333-79189-01))

         10.9     Sprint Trademark and Service Mark License Agreement
                  (Incorporated by reference to Exhibit 10.4 to the Registration
                  Statement on Form S-1/A filed by AirGate with the Commission
                  on June 15, 1999 (SEC File Nos. 333-79189-02 and
                  333-79189-01))

         10.10    Sales Agency Agreement made as of May 1, 2001 between Sprint
                  Communications Company L.P. and AirGate PCS, Inc.

         10.11    Consent and Agreement (Incorporated by reference to Exhibit
                  10.13 to the Registration Statement on Form S-1/A filed by
                  AirGate with the Commission on September 17, 1999 (SEC File
                  Nos. 333-79189-02 and 333-79189-01))

         10.12    Master Site Agreement dated August 6, 1998 between AirGate and
                  BellSouth Carolinas PCS, L.P. and BellSouth Personal
                  Communications, Inc. (Incorporated by reference to Exhibit
                  10.5 to the Registration Statement on Form S-1/A filed by
                  AirGate with the Commission on June 15, 1999 (SEC File Nos.
                  333-79189-02 and 333-79189-01))

         10.13    Notice to AirGate of an assignment of sublease dated September
                  20, 1999 between BellSouth Cellular Corp. and Crown Castle
                  South Inc., given pursuant to Section 16(b) of the Master Site
                  Agreement. (Incorporated by reference to Exhibit 10.5.1 to the
                  annual report on Form 10-K filed by AirGate with the
                  Commission on December 18, 2000 for the year ended September
                  30, 2000 (SEC File No. 000-27455))

         10.14    Master Tower Space Reservation and License Agreement dated
                  February 19, 1999 between AGW Leasing Company, Inc. and
                  American Tower, L.P. (Incorporated by reference to Exhibit
                  10.5.2 to the annual report on Form 10-K filed by AirGate with
                  the Commission on December 18, 2000 for the year ended
                  September 30, 2000 (SEC File No. 000-27455))

         10.15    Master Antenna Site Lease No. J50 dated July 20, 1999 between
                  Pinnacle Towers Inc. and AGW Leasing Company (Incorporated by
                  reference to Exhibit 10.5.3 to the annual report on Form 10-K
                  filed by AirGate with the Commission on December 18, 2000 for
                  the year ended September 30, 2000 (SEC File No. 000-27455))

         10.16    Commercial Real Estate Lease dated August 7, 1998 between
                  AirGate and Perry Company of Columbia, Inc. to lease a
                  warehouse facility (Incorporated by reference to Exhibit 10.7
                  to the Registration Statement on Form S-1/A filed by AirGate
                  with the Commission on July 12, 1999 (SEC File Nos.
                  333-79189-02 and 333-79189-01))

         10.17    Lease Agreement dated August 25, 1999 between Robert W. Bruce,
                  Camperdown Company, Inc. and AGW Leasing Company, Inc. to
                  lease office/warehouse space in Greenville, South Carolina
                  (Incorporated by reference to Exhibit 10.7.1 to the annual
                  report on Form 10-K filed by AirGate with the Commission on
                  December 18, 2000 for the year ended September 30, 2000 (SEC
                  File No. 000-27455))


                                       64

<PAGE>

      Exhibit
       Number     Number description
       ------     ------------------

         10.18    Form of Indemnification Agreement (Incorporated by reference
                  to Exhibit 10.8 to the Registration Statement on Form S-1/A
                  filed by AirGate with the Commission on June 15, 1999 (SEC
                  File Nos. 333-79189-02 and 333-79189-01))

         10.19    Credit Agreement with Lucent (including form of pledge
                  agreement and form of intercreditor agreement) (Incorporated
                  by reference to Exhibit 10.12 to the Registration Statement on
                  Form S-1/A filed by AirGate with the Commission on September
                  17, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

         10.20    Form of Warrant for units offering (including form of warrant
                  in units offering and form of unit) (Incorporated by reference
                  to Exhibit 10.15 to the Registration Statement on Form S-1/A
                  filed by AirGate with the Commission on September 23, 1999
                  (SEC File Nos. 333-79189-02 and 333-79189-01))

         10.21    Employment Agreement dated April 9, 1999 by and between
                  AirGate PCS, Inc. and Thomas M. Dougherty (Incorporated by
                  reference to Exhibit 10.9 to the Registration Statement on
                  Form S-1/A filed by AirGate with the Commission on June 15,
                  1999 (SEC File Nos. 333-79189-02 and 333-79189-01))

         10.22    First Amendment to Employment Agreement dated December 20,
                  1999 between AirGate PCS, Inc. and Thomas M. Dougherty
                  (Incorporated by reference to Exhibit 10.16 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  May 15, 2000 for the quarter ended March 31, 2000 (SEC File
                  No.000-27455))

         10.23    Retention Bonus Agreement dated May 4, 2000 between AirGate
                  PCS, Inc. and Thomas M. Dougherty (Incorporated by reference
                  to Exhibit 10.17 to the quarterly report on Form 10-Q filed by
                  AirGate with the Commission on May 15, 2000 for the quarter
                  ended March 31, 2000 (SEC File No. 000-27455))

         10.24    Employment Agreement dated as of September 27, 1999 by and
                  between AirGate PCS, Inc. and David C. Roberts (Incorporated
                  by reference to Exhibit 10.22 to the annual report on Form
                  10-K filed by AirGate with the Commission on November 30, 2001
                  for the year ended September 30, 2001 (SEC File No.
                  000-27445))

         10.25    Employment Agreement dated as of August 30, 2000 by and
                  between AirGate PCS, Inc. and Barbara L. Blackford
                  (Incorporated by reference to Exhibit 10.23 to the annual
                  report on Form 10-K filed by AirGate with the Commission on
                  November 30, 2001 for the year ended September 30,r 2001 (SEC
                  File No. 000-27445))

         10.26    Separation Agreement and Release dated October 31, 2002, by
                  and between AirGate PCS, Inc. and Alan Catherall

         10.27    Offer Letter, effective October 24, 2002, by and between
                  AirGate PCS, Inc. and William H. Seippel

         10.28    AirGate PCS, Inc. 1999 Stock Option Plan (Incorporated by
                  reference to Exhibit 99.1 to the Registration Statement on
                  Form S-8 filed by AirGate with the Commission on April 10,
                  2000 (SEC File No. 333-34416))

         10.29    Form of AirGate PCS, Inc. Option Agreement (Incorporated by
                  reference to Exhibit 10.25 to the annual report on Form 10-K
                  filed by AirGate with the Commission on November 30, 2001 for
                  the year ended September 30, 2001 (SEC File No. 000-27455))

         10.30    AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan
                  (Incorporated by reference to Exhibit 10.11.2 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  February 14, 2001 for the quarter ended December 31, 2000 (SEC
                  File No. 000-27455))


                                       65

<PAGE>

      Exhibit
       Number     Number description
       ------     ------------------

         10.31    AirGate PCS, Inc. 2001 Employee Stock Purchase Plan
                  (Incorporated by reference to Exhibit 10.11.3 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  February 14, 2001 for the quarter ended December 31, 2000 (SEC
                  File No. 000-27455))

         10.32    AirGate PCS, Inc. 2001 Non-Employee Director Compensation Plan
                  (Incorporated by reference to Exhibit 10.30 to the annual
                  report on Form 10-K filed by AirGate with the Commission on
                  November 30, 2001 for the year ended September 30, 2001 (SEC
                  File No. 000-27455))

         10.33    2002 AirGate PCS, Inc. Long-Term Incentive Plan (Incorporated
                  by reference to Exhibit 99.1 to the Registration Statement on
                  Form S-8 filed by AirGate with the Commission on March 29,
                  2002 (SEC File No. 333-85250)

         10.34    Agreement and Plan of Merger, dated as of August 28, 2001, by
                  and between AirGate PCS, Inc. and iPCS, Inc. (Incorporated by
                  reference to Exhibit 10.1 to the current report on Form 8-K
                  filed by AirGate with the Commission on August 31, 2001 (SEC
                  File No. 000-27455))

         10.35    Form of Registration Rights Agreement by and among AirGate
                  PCS, Inc., Blackstone/iPCS, L.L.C., Blackstone iPCS Capital
                  Partners L.P., Blackstone Communications Partners I L.P.
                  TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
                  Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
                  Leveraged Income Trust II, L.P., TCW Leveraged Income Trust
                  IV, TCW Shared Opportunity Fund II, Shared Opportunity Fund
                  IIB, L.L.C., TCW Shared Opportunity Fund III, L.P., Geneseo
                  Communications, Inc., Cambridge Telcom, Inc., Cass
                  Communications, Inc., Technology Group, LLC, Montrose Mutual
                  PCS, Inc., Gridley Enterprises, Inc., Timothy M. Yager and
                  Kelly M. Yager (Incorporated by reference to Exhibit 10.2 to
                  the current report on Form 8-K filed by AirGate with the
                  Commission on August 31, 2001 (SEC File No. 000-27455)

         10.36    Services Agreement dated as of January 1, 2002 by and among
                  AirGate PCS, Inc., AirGate Service Company, Inc., iPCS, Inc.
                  and iPCS Wireless, Inc. (Incorporated by reference to Exhibit
                  10.34 to the quarterly report on Form 10-Q filed by AirGate
                  with the Commission on May 15, 2002 for the quarter ended
                  March 31, 2002 (SEC File No. 000-27455)).

         10.37    Technology License Agreement dated as of January 1, 2002 by
                  and among AirGate PCS, Inc., AGW Leasing Company, Inc.,
                  AirGate Service Company, Inc., AirGate Network Services, Inc.,
                  iPCS, Inc., iPCS Wireless, Inc. and iPCS Equipment, Inc.
                  (Incorporated by reference to Exhibit 10.35 to the quarterly
                  report on Form 10-Q filed by AirGate with the Commission on
                  May 15, 2002 for the quarter ended March 31, 2002 (SEC File
                  No. 000-27455)).

         21       Subsidiaries of AirGate PCS, Inc.

         23       Consent of KPMG LLP

         24       Power of Attorney

         99.1     Certification of Thomas M. Dougherty pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350.

         99.2     Certification of William H. Seippel pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350.


                                       66

<PAGE>

iPCS Material Contracts

     Exhibit
      Number      Number description
      ------      ------------------

         2.1      Asset Purchase Agreement, dated as of January 10, 2001, by and
                  among Sprint Spectrum L.P. and its subsidiaries Sprint
                  Spectrum Equipment Company, L.P. and Sprint Spectrum Realty
                  Company, L.P., and iPCS Wireless, Inc. (Incorporated by
                  reference to Exhibit 2.1 to the current report on Form 8-K
                  filed by iPCS with the Commission on March 15, 2001)

         4.1      14% Senior Discount Notes due 2010 Indenture dated as of July
                  14,2000 by and among iPCS, Inc., as issuer, iPCS Equipment,
                  Inc. and iPCS Wireless, Inc., as guarantors, and CTC Illinois
                  Trust Company, as trustee (Incorporated by reference to
                  Exhibit 4.2 to the registration statement on Form S-4 filed by
                  iPCS with the Commission on October 10, 2000 (SEC File No.
                  333-47688))

         10.1*    Sprint PCS Management Agreement, as amended, dated as of
                  January 22, 1999 by and among Sprint Spectrum L.P., SprintCom,
                  Inc., WirelessCo, L.P. and Illinois PCS, LLC, as amended by
                  Addendum I, Addendum II, Amended and Restated Addendum III,
                  Addendum IV, and Addendum V thereto (Incorporated by reference
                  to exhibits to the registration statement on Form S-4/A filed
                  by iPCS with the Commission on January 8, 2001 (SEC File No.
                  333-47688))

         10.2*    Addendum VI to Sprint PCS Management Agreement dated February
                  28, 2001 by and among SprintCom, Inc., Sprint Communications
                  Company, L.P., Sprint Spectrum, L.P., WirelessCo, L.P. and
                  iPCS Wireless, Inc. (incorporated by reference to Exhibit
                  10.40 to the annual report on Form 10-K405 filed by iPCS with
                  the Commission on March 29, 2001)

         10.3     Addendum VII to Sprint PCS Management Agreement dated August
                  26, 2002 by and among SprintCom, Inc., Sprint Communications
                  Company, L.P., Sprint Spectrum L.P., WirelessCo, L.P. and iPCS
                  Wireless, Inc.

         10.4     Schedule of Definitions to Sprint PCS Management Agreement by
                  and among Sprint Spectrum, L.P., SprintCom, Inc., WirelessCo,
                  L.P. and Illinois PCS, LLC.

         10.5     Sprint PCS Services Agreement dated as of January 22, 1999 by
                  and between Sprint Spectrum L.P. and Illinois PCS, LLC
                  (Incorporated by reference to Exhibit 10.2 to the registration
                  statement on Form S-4/A filed by iPCS with the Commission on
                  January 8, 2001 (SEC File No. 333-47688))

         10.6     Sprint Trademark and Service Mark License Agreement dated as
                  of January 22, 1999 by and between Sprint Communications
                  Company, LP and Illinois PCS, LLC (Incorporated by reference
                  to Exhibit 10.3 to the registration statement on Form S-4/A
                  filed by iPCS with the Commission on January 8, 2001 (SEC File
                  No. 333-47688))

         10.7     Sprint Spectrum Trademark and Service Mark License Agreement
                  dated as of January 22, 1999 by and between Sprint Spectrum
                  L.P. and Illinois PCS, LLC (Incorporated by reference to
                  Exhibit 10.4 to the registration statement on Form S-4/A filed
                  by iPCS with the Commission on December 1, 2000 (SEC File No.
                  333-47688))

         10.8     Amended and Restated Consent and Agreement dated as of July
                  12, 2000 by and between Sprint Spectrum L.P., SprintCom, Inc.,
                  Sprint Communications Company, LP, WirelessCo, L.P., and
                  Toronto Dominion (Texas), Inc. and the lenders party thereto
                  (Incorporated by reference to Exhibit 10.5 to the registration
                  statement on Form S-4/A filed by iPCS with the Commission on
                  December 1, 2000 (SEC File No. 333-47688))

         10.9     Amended and Restated Credit Agreement dated as of July 12,
                  2000 by and among iPCS Wireless, Inc., as borrower, iPCS, Inc.
                  and iPCS Equipment, Inc. as guarantors, the lenders named
                  therein, Toronto Dominion (Texas), Inc., as administrative
                  agent, and GE Capital Corporation, as syndication agent, for a
                  $140.0 million credit facility (Incorporated by reference to
                  Exhibit 10.6 to the registration statement on Form S-4 filed
                  by iPCS with the Commission on October 10, 2000 (SEC File No.
                  333-47688))


                                       67

<PAGE>

     Exhibit
      Number      Number description
      ------      ------------------

         10.10    First Amendment to Amended and Restated Credit Agreement and
                  Consent dated as of February 23, 2001, by and among iPCS
                  Wireless, Inc., as borrower, iPCS, Inc. and iPCS Equipment,
                  Inc. as guarantors, and lenders named therein and Toronto
                  Dominion (Texas), Inc., as administrative agent (Incorporated
                  by reference to Exhibit 10.37 to the annual report on Form
                  10-K405 filed by iPCS with the Commission on March 29, 2001)

         10.11    Second Amendment to Amended and Restated Credit Agreement and
                  Consent dated as of September 28, 2001, by and among iPCS
                  Wireless, Inc., as borrower, iPCS, Inc. and iPCS Equipment,
                  Inc. as guarantors, and lenders named therein and Toronto
                  Dominion (Texas), Inc., as administrative agent (Incorporated
                  by reference to Exhibit 10.40 to the quarterly report on Form
                  10-Q filed by iPCS with the Commission on November 14, 2001)

         10.12    Third Amendment to Amended and Restated Credit Agreement dated
                  December 19, 2001, by and among iPCS Wireless, Inc., as
                  borrower, iPCS, Inc. and iPCS Equipment, Inc. as guarantors,
                  and lenders named therein and Toronto Dominion (Texas), Inc.,
                  as administrative agent

         10.13    Fourth Amendment to Amended and Restated Credit Agreement and
                  Consent dated February 14, 2002, by and among iPCS Wireless,
                  Inc., as borrower, iPCS, Inc. and iPCS Equipment, Inc. as
                  guarantors, and lenders named therein and Toronto Dominion
                  (Texas), Inc., as administrative agent (Incorporated by
                  reference to Exhibit 10.1 to the current report on Form 8-K
                  filed by iPCS with the Commission on February 22, 2002)

         10.14    Fifth Amendment to Amended and Restated Credit Agreement and
                  Waiver dated November 1, 2002, by and among iPCS Wireless,
                  Inc., as borrower, iPCS, Inc. and iPCS Equipment, Inc. as
                  guarantors, and lenders named therein and Toronto Dominion
                  (Texas), Inc., as administrative agent

         10.15    Purchase Agreement dated as of July 12, 2000 for $300,000,000
                  of 300,000 units consisting of 14% Senior Discount Notes Due
                  2010 and warrants to purchase 2,982,699 shares of Common Stock
                  (Incorporated by reference to Exhibit 10.18 to the
                  registration statement on Form S-4 by iPCS with the Commission
                  on October 10, 2000 (SEC File No. 333-47688))

         10.16    A/B Exchange Registration Rights Agreement dated as of July
                  12, 2000 by and among iPCS Equipment, Inc., iPCS Wireless,
                  Inc. and Donaldson Lufkin & Jenrette Securities Corporation
                  and TD Securities (USA) Inc. (Incorporated by reference to
                  Exhibit 10.24 to the registration statement on Form S-4 filed
                  by iPCS with the Commission on October 10, 2000 (SEC File No.
                  333-47688))

         10.17    Form of Global Notes (Incorporated by reference to Exhibit
                  10.25 to the registration statement on Form S-4 filed by iPCS
                  with the Commission on October 10, 2000 (SEC File No.
                  333-47688))

         10.18    Amended and Restated Employment Agreement effective as of
                  January 1, 2001 by and between iPCS Wireless, Inc., Timothy M.
                  Yager and iPCS, Inc. (Incorporated by reference to Exhibit
                  10.8 to the quarterly report on Form 10-Q filed by iPCS with
                  the Commission on May 15, 2001)

         10.19    Amended and Restated Employment Agreement effective as of July
                  1, 2000 by and between Illinois PCS, LLC, Patricia M. Greteman
                  and iPCS, Inc. (Incorporated by reference to Exhibit 10.19 to
                  the registration statement on Form S-4 filed by iPCS with the
                  Commission on October 10, 2000 (SEC File No. 333-47688))

         10.20    Lease dated as of June 1, 1999 by and between Gridley
                  Enterprises, Inc. and Illinois PCS, LLC (Incorporated by
                  reference to Exhibit 10.12 to the registration statement on
                  Form S-1 filed by iPCS with the Commission on July 19, 2000
                  (SEC File No. 333-32064))

         10.21    Lease dated August 17, 2000 between Investment Lease
                  Corporation and iPCS Wireless, Inc., as amended by the Lease
                  Amendment dated October 4, 2000 and the Lease Amendment dated
                  June 4, 2002.


                                       68

<PAGE>

     Exhibit
      Number      Number description
      ------      ------------------

         10.22    Lease dated May 5, 2000 between Barden Associates I, L.L.C.
                  and Illinois PCS LLC, as amended by the Addendum dated August
                  30, 2000 and the Lease Addendum dated April 8, 2001.

         10.23    Master Lease Agreement, dated as of August 31, 2000, by and
                  between iPCS Wireless, Inc. and Trinity Wireless Towers, Inc.
                  (Incorporated by reference to Exhibit 10.43 to the annual
                  report on Form 10-K405 filed by iPCS with the Commission on
                  March 29, 2001)

         10.24    Agreement Regarding Construction, Sale and Leaseback of Towers
                  dated as of May 28, 1999 between Illinois PCS, LLC and
                  American Tower Corporation (Incorporated by reference to
                  Exhibit 10.11 to the registration statement on Form S-4 filed
                  by iPCS with the Commission on October 10, 2000 (SEC File No.
                  333-47688))

         10.25    First Amendment to Agreement Regarding Construction, Sale and
                  Leaseback of Towers dated as of November 2000 by and between
                  America Tower Corporation and iPCS Wireless, Inc.
                  (Incorporated by reference to Exhibit 10.44 to the annual
                  report on Form 10-K405 filed by iPCS with the Commission on
                  March 29, 2001)

         10.26*   CDMA 1900 SprintCom Additional Affiliate Supply Agreement
                  dated as of May 24, 1999 between Illinois PCS, LLC and Nortel
                  Networks, Inc. (Incorporated by reference to Exhibit 10.20 to
                  the registration statement on Form S-4/A filed by iPCS with
                  the Commission on January 8, 2001 (SEC File No. 333-47688))

         10.27*   Amendment No. 1 to 1900 CDMA Additional Affiliate Supply
                  Agreement dated as of July 11, 2000 between Illinois PCS, LLC
                  and Nortel Networks, Inc. (Incorporated by reference to
                  Exhibit 10.21 to the registration statement on Form S-4/A
                  filed by iPCS with the Commission on January 8, 2001 (SEC File
                  No. 333-47688))

         10.28*   Amendment No. 2 to 1900 CDMA Additional Affiliate Supply
                  Agreement by and among iPCS Wireless, Inc. and iPCS Equipment,
                  Inc. and Nortel Networks Inc. (Incorporated by reference to
                  Exhibit 10.38 to the annual report on Form 10-K405 filed by
                  iPCS with the Commission on March 29, 2001)

         10.29    Asset Purchase Agreement dated as of July 12, 2000 by and
                  among Sprint Spectrum L.P., Sprint Spectrum Equipment Company,
                  LP, Sprint Spectrum Realty Company, LP and iPCS Wireless, Inc.
                  (Incorporated by reference to Exhibit 10.30 to the
                  registration statement on Form S-4 filed by iPCS with the
                  Commission on October 10, 2000 (SEC File No. 333-47688))

         10.30    Interim Network Operating Agreement dated as of July 12, 2000
                  by and between Sprint Spectrum L.P. and iPCS Wireless, Inc.
                  (Incorporated by reference to Exhibit 10.32 to the
                  registration statement on Form S-4 filed by iPCS with the
                  Commission on October 10, 2000 (SEC File No. 333-47688))

         10.31    Additional Affiliate Agreement dated as of July 12, 2000 by
                  and between iPCS Wireless, Inc. and Lucent Technologies Inc.
                  (Incorporated by reference to Exhibit 10.36 to the
                  registration statement on Form S-4/A filed by iPCS with the
                  Commission on December 1, 2000 (SEC File No. 333-47688))

         10.32    Amended and Restated Interim Network Operating Agreement,
                  dated as of March 1, 2001 by and between Sprint Spectrum LP
                  and iPCS Wireless, Inc. (Incorporated by reference to Exhibit
                  10.39 to the annual report on Form 10-K405 filed by iPCS with
                  the Commission on March 29, 2001)

----------
   * Confidential treatment has been requested on portions of these documents



                                       69

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on January 16,
2003.

                                          AIRGATE PCS, INC.



                                          By:  /S/ WILLIAM H. Sieppel
                                              ----------------------------------
                                                      William H. Sieppel
                                                    Chief Financial Officer
                                                   (Principal Financial and
                                                      Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
                       Name                                             Title                                     Date
                       ----                                             -----                                     ----
<S>                                                   <C>                                             <C>
             /S/  THOMAS M. DOUGHERTY                 Chief Executive Officer and Director            January 16, 2003
---------------------------------------------------      (Principal Executive Officer)
               Thomas M. Dougherty

            /S/    WILLIAM H. SIEPPEL                 Chief Financial Officer (Principal              January 16, 2003
---------------------------------------------------      Financial and Accounting Officer)
                William H. Sieppel

                      /S/ *                           Chairman of the Board of Directors              January 16, 2003
---------------------------------------------------
                 Barry Schiffman

                      /S/ *                           Director                                        January 16, 2003
---------------------------------------------------
                Robert A. Ferchat

                                                      Vice President, General Counsel and             January 16, 2003
By:          /S/   BARBARA L. BLACKFORD                Corporate Secretary
---------------------------------------------------
                    Barbara L. Blackford
                      Attorney-in-fact
</TABLE>

*  Barbara L. Blackford, by signing her name hereto, does sign this document on
   behalf of the above noted individuals pursuant to powers of attorney duly
   executed by such individuals, which have been filed as an exhibit to this
   Report.


                                       70

<PAGE>

                                 CERTIFICATIONS

I, Thomas M. Dougherty, certify that:

1. I have reviewed this annual report on Form 10-K/A of AirGate PCS, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  January 16, 2003

                           /s/ Thomas M. Dougherty
                           -------------------------
                           Thomas M. Dougherty
                           Chief Executive Officer


                                       71

<PAGE>

I, William H. Sieppel, certify that:

1. I have reviewed this annual report on Form 10-K/A of AirGate PCS, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and


6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  January 16, 2003

                           s/ William H. Sieppel
                           ------------------------
                           William H. Sieppel
                           Chief Financial Officer


                                       72

<PAGE>

Independent Auditors' Report

The Board of Directors
AirGate PCS, Inc.:

    We have audited the accompanying consolidated balance sheets of AirGate PCS,
Inc. and subsidiaries as of September 30, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for each of the years in the three-year period ended September 30, 2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of AirGate PCS,
Inc. and subsidiaries as of September 30, 2002 and 2001, and the results of
their operations and their cash flows for each of the years in the three-year
period ended September 30, 2002, in conformity with accounting principles
generally accepted in the United States of America.

     As discussed in notes 1 and 6 to the consolidated financial statements, the
Company's wholly-owned, unrestricted subsidiary, iPCS, Inc., is in default under
provisions of its credit agreements, and substantially all of its debt is
classified as a current liability. iPCS, Inc. has been unable to restructure its
debt and secure additional financing necessary to fund its operations and,
accordingly, iPCS, Inc. intends to file for reorganization and protection from
its creditors under Chapter 11 of the United States Bankruptcy Code in early
2003 either as a part of a consensual restructuring or in an effort to effect a
court administered reorganization. iPCS, Inc. represents approximately 32% of
total consolidated revenues for the year ended September 30, 2002 and 50% of the
total consolidated assets at September 30, 2002. AirGate PCS, Inc. and its
restricted subsidiaries are generally precluded by its credit agreements from
providing financial support to iPCS, Inc. Although the ultimate impact of the
planned iPCS, Inc. bankruptcy filing is not presently determinable, management
believes that the bankruptcy proceedings will not have a significant adverse
effect on the liquidity of AirGate PCS, Inc. and its restricted subsidiaries
through fiscal 2003.


/S/ KPMG LLP


Atlanta, Georgia
January 10, 2003


                                      F-1

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
           (Dollars in thousands, except share and per share amounts)


<TABLE>
<CAPTION>
                                                                                                     September 30,  September 30,
                                                                                                         2002            2001
                                                                                                     ------------   -------------
<S>                                                                                                      <C>             <C>
Assets:
Current assets:
     Cash and cash equivalents ....................................................................  $     32,475   $      14,290
     Accounts receivable, net of allowance for doubtful accounts of $11,256 and $2,759,
         respectively .............................................................................        38,127          23,798
     Receivable from Sprint (note 4) ..............................................................        44,953          10,200
     Inventories ..................................................................................         6,733           4,639
     Prepaid expenses .............................................................................         7,159           3,428
     Other current assets .........................................................................           326              91
                                                                                                     ------------   -------------
         Total current assets .....................................................................       129,773          56,446
Property and equipment, net of accumulated depreciation and amortization of $112,913 and
    $43,621, respectively (note 5) ................................................................       399,155         209,326
Financing costs ...................................................................................         8,118           9,088
Direct subscriber activation costs ................................................................         8,409           3,693
Intangible assets, net of accumulated amortization of $39,378 and $46, respectively (note 10) .....        28,327             113
Other assets ......................................................................................           512           2,344
                                                                                                     ------------   -------------
                                                                                                     $    574,294   $     281,010
                                                                                                     ============   =============

Liabilities and Stockholders' Equity (Deficit):
Current liabilities:
     Accounts payable .............................................................................  $     18,152   $      10,210
     Accrued expenses .............................................................................        20,950          13,840
     Payable to Sprint (note 4) ...................................................................        88,360          32,564
     Deferred revenue .............................................................................        11,775           5,384
     Current maturities of long-term debt and capital lease obligations (note 6) ..................       354,936              --
                                                                                                     ------------   -------------
         Total current liabilities ................................................................       494,173          61,998
Deferred subscriber activation fee revenue ........................................................        14,973           5,101
Other long-term liabilities .......................................................................         3,267             309
Long-term debt and capital lease obligations, excluding current maturities (note 6) ...............       354,828         266,326
                                                                                                     ------------   -------------
         Total liabilities ........................................................................       867,241         333,734
                                                                                                     ------------   -------------
           Commitments and contingencies (notes 1, 6, and 12) .....................................            --              --

Stockholders' equity (deficit) (notes 6 and 8):
     Preferred stock, par value, $.01 per share;
         5,000,000 shares authorized; no shares issued and outstanding ............................            --              --
     Common stock, par value, $.01 per share; 150,000,000 shares authorized; 25,806,520 and
         13,364,980 shares issued and outstanding at September 30, 2002 and 2001, respectively ....           258             134
     Additional paid-in-capital ...................................................................       924,008         168,255
     Accumulated deficit ..........................................................................    (1,216,184)       (219,567)
     Unearned stock compensation ..................................................................        (1,029)         (1,546)
                                                                                                     ------------   -------------
         Total stockholders' equity (deficit) .....................................................      (292,947)        (52,724)
                                                                                                     ------------   -------------
                                                                                                       $  574,294      $  281,010
                                                                                                     ============   =============
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                      F-2

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (Dollars in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                             Years Ended September 30,
                                                                                --------------------------------------------------
                                                                                      2002             2001              2000
                                                                                ---------------  ---------------   ---------------
<S>                                                                             <C>              <C>               <C>
Revenues (note 4):
      Service revenue ........................................................  $      327,365   $      105,976    $        9,746
      Roaming revenue ........................................................         111,162           55,329            12,338
      Equipment revenue ......................................................          18,030           10,782             2,981
                                                                                ---------------  ---------------   ---------------
                    Total revenues ...........................................         456,557          172,087            25,065
                                                                                ---------------  ---------------   ---------------
Operating expenses (note 4):
       Cost of service and roaming (exclusive of depreciation and
          amortization, as shown separately below) ...........................        (311,135)        (116,732)          (27,770)
       Cost of equipment .....................................................         (43,592)         (20,218)           (5,685)
       Selling and marketing .................................................        (116,521)         (71,617)          (28,357)
       General and administrative ............................................         (25,339)         (15,742)          (14,078)
       Non-cash stock compensation (In 2002, $512 related to general and
          administrative, $168 related to cost of service and roaming, and $89
          related to selling and marketing. In 2001, $1,399 related to general
          and administrative, $177 related to cost of service and roaming, and
          $89 related to selling and marketing. In 2000, $1,260 related to
          general and administrative, $223 related to cost of service and
          roaming, and $182 related to selling and marketing.) ...............            (769)          (1,665)           (1,665)
       Depreciation and amortization of property and equipment (note 5) ......         (70,197)         (30,621)          (12,034)
       Amortization of intangible assets (note 10) ...........................         (39,332)             (46)              ---
       Loss on disposal of property and equipment ............................          (1,074)             ---               ---
       Impairment of goodwill (note 2) .......................................        (460,920)             ---               ---
       Impairment of property and equipment (note 2) .........................         (44,450)             ---               ---
       Impairment of intangible assets (note 2) ..............................        (312,043)             ---               ---
                                                                                ---------------  ---------------   ---------------
                    Total operating expenses .................................      (1,425,372)        (256,641)          (89,589)
                                                                                ---------------  ---------------   ---------------
                    Operating loss ...........................................        (968,815)         (84,554)          (64,524)
Interest income ..............................................................             590            2,463             9,321
Interest expense .............................................................         (57,153)         (28,899)          (26,120)
                                                                                ---------------  ---------------   ---------------
                    Loss before income tax benefit ...........................      (1,025,378)        (110,990)          (81,323)
                    Income tax benefit .......................................          28,761              ---               ---
                                                                                ---------------  ---------------   ---------------
                    Net loss .................................................  $     (996,617)  $     (110,990)   $      (81,323)
                                                                                ===============  ===============   ===============
Basic and diluted net loss per share of common stock .........................  $       (41.96)  $        (8.48)   $        (6.60)
                                                                                ===============  ===============   ===============
Basic and diluted weighted-average outstanding common shares .................      23,751,507       13,089,285        12,329,149
                                                                                ===============  ===============   ===============
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                      F-3

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  (Dollars in thousands, except share amounts)

                 Years ended September 30, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                                                                                           Total
                                                             Common Stock     Additional                  Unearned     stockholders
                                                          ------------------   paid-in    Accumulated      stock          equity
                                                            Shares    Amount   capital      deficit     compensation     (deficit)
                                                          ---------- -------  ----------  ------------  ------------   ------------
<S>                                                       <C>         <C>      <C>        <C>            <C>            <C>
Balance at September 30, 1999 ........................... 11,957,201  $ 120    $157,880   $  (27,254)    $  (2,900)     $  127,846
  Conversion of notes payable to stockholders to
    common stock including beneficial conversion feature
    (note 8) ............................................     12,533    --          213          --            --              213
  Exercise of common stock purchase warrants (note 8) ...    762,444      8          (3)         --            --                5
  Unearned compensation related to grant of compensatory
    stock options (note 8) ..............................        --     --        2,231          --         (2,231)            --
  Issuance of stock purchase warrants in connection with
    senior credit facility (note 8) .....................        --     --          282          --            --              282
  Exercise of stock options (note 8) ....................     84,605    --         1,185         --            --            1,185
  Forfeiture of compensatory stock options (note 8) .....        --     --          (213)        --            213             --
  Stock option compensation (note 8) ....................        --                 --           --          1,665           1,665
  Net loss ..............................................        --                 --       (81,323)          --          (81,323)
                                                          ----------  -----    --------   ----------     ---------      ----------
Balance at September 30, 2000 ........................... 12,816,783    128     161,575     (108,577)       (3,253)         49,873
                                                          ----------  -----    --------   ----------     ---------      ----------
  Exercise of common stock purchase warrants (note 8) ...     80,641      1        --            --            --                1
  Exercise of stock options (note 8) ....................    467,556      5       6,722          --            --            6,727
  Forfeiture of compensatory stock options (note 8) .....        --     --          (81)         --             81             --
  Stock compensation expense (note 8) ...................        --     --           39          --          1,626           1,665
  Net loss ..............................................        --     --          --      (110,990)          --         (110,990)
                                                          ----------  -----    --------   ----------     ---------      ----------
Balance at September 30, 2001 ........................... 13,364,980    134     168,255     (219,567)       (1,546)        (52,724)
                                                          ----------  -----    --------   ----------     ---------      ----------
  Issuance of common stock in merger with iPCS, Inc.
    (note 11) ........................................... 12,362,571    124     706,521          --            --          706,645
  Stock options and warrants assumed in merger with
    iPCS, Inc. (notes 8 and 11) .........................        --     --       47,727          --            --           47,727
  Exercise of stock options (note 8) ....................     33,558    --          685          --            --              685
  Issuance of restricted common stock (note 8) ..........     12,067    --          252          --           (252)            --
  Exercise of common stock purchase warrants (note 8) ...     15,001    --          --           --            --              --
  Issuance of common stock to employee stock purchase
     plan (note 8) ......................................     18,343    --          568          --            --              568
  Stock compensation expense (note 8) ...................        --     --          --           --            769              769
  Net loss ..............................................        --     --          --      (996,617)          --         (996,617)
                                                          ----------  -----    --------   ----------     ---------      ----------
Balance at September 30, 2002 ........................... 25,806,520  $ 258    $924,008  $(1,216,184)    $  (1,029)     $ (292,947)
                                                          ==========  =====    ========  ===========     =========      ==========
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                      F-4

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                             Years Ended September 30
                                                                                    --------------------------------------
                                                                                        2002          2001         2000
                                                                                    -----------    ----------   ----------
<S>                                                                                 <C>            <C>          <C>
Cash flows from operating activities:
     Net loss ....................................................................  $  (996,617)   $ (110,990)  $  (81,323)
     Adjustments to reconcile net loss to net cash used in operating activities:
      Impairment of goodwill .....................................................      460,920            --           --
      Impairment of property and equipment .......................................       44,450            --           --
      Impairment of intangible assets ............................................      312,043            --           --
      Loss on disposal of property and equipment .................................        1,074            --           --
      Depreciation and amortization of property and equipment ....................       70,197        30,621       12,034
      Amortization of intangible assets ..........................................       39,332            46           --
      Amortization of financing costs into interest expense ......................        1,211         1,210        1,192
      Provision for doubtful accounts ............................................       26,933         8,125          563
      Interest expense associated with accretion of discounts ....................       50,670        23,799       23,043
      Non-cash stock compensation ................................................          769         1,665        1,665
      Deferred income tax benefit ................................................      (28,761)           --           --
        Changes in assets and liabilities:
          Accounts receivable ....................................................      (29,669)      (26,995)      (5,491)
          Receivable from Sprint .................................................      (36,008)       (6,432)      (3,768)
          Inventories ............................................................        2,985        (1,737)      (2,902)
          Prepaid expenses, other current and non-current assets .................       (2,708)       (4,470)      (2,473)
          Accounts payable, accrued expenses and other long term liabilities .....      (15,777)        8,741        8,060
          Payable to Sprint ......................................................       45,397        27,272        5,292
          Deferred revenue .......................................................        8,317         8,295        2,499
                                                                                    -----------    ----------   ----------
                     Net cash used in operating activities .......................      (45,242)      (40,850)     (41,609)
                                                                                    -----------    ----------   ----------
Cash flows from investing activities:
     Purchases of property and equipment .........................................      (97,060)      (71,270)    (152,397)
     Cash acquired from iPCS, Inc. ...............................................       24,402            --           --
     Acquisition of iPCS, Inc. ...................................................       (6,058)           --           --
     Purchase of business assets .................................................           --          (502)          --
                                                                                    -----------    ----------   ----------
                     Net cash used in investing activities .......................      (78,716)      (71,772)    (152,397)
                                                                                    -----------    ----------   ----------
Cash flows from financing activities:
     Proceeds from borrowings under senior credit facilities .....................      141,200        61,800           --
     Payments made under capital lease obligations ...............................           (4)           --           --
     Proceeds from stock issued to employee stock purchase plan ..................          568            --           --
     Payments of note payable to Sprint PCS ......................................           --            --       (7,700)
     Payments for iPCS credit facility amendment .................................         (306)           --           --
     Proceeds from exercise of common stock purchase warrants ....................           --             1            5
     Proceeds from exercise of employee stock options ............................          685         6,727        1,185
                                                                                    -----------    ----------   ----------
                     Net cash provided by (used in) financing activities .........      142,143        68,528       (6,510)
                                                                                    -----------    ----------   ----------
                     Net increase (decrease) in cash and cash equivalents ........       18,185       (44,094)    (200,516)
Cash and cash equivalents at beginning of period .................................       14,290        58,384      258,900
                                                                                    -----------    ----------   ----------
Cash and cash equivalents at end of period .......................................  $    32,475    $   14,290   $   58,384
                                                                                    ===========    ==========   ==========
Supplemental disclosure of cash flow information - cash paid for interest ........  $    10,176    $    3,846   $    2,609
                                                                                    ===========    ==========   ==========
Supplemental disclosure of non-cash investing and financing activities:
     Capitalized interest ........................................................  $     7,118    $    2,917   $    5,938
     Grant of common stock purchase warrants related to senior credit facility ...           --            --          282
     Convertible notes payable to stockholders and accrued interest converted to
        equity ...................................................................           --            --          102
     Beneficial conversion feature of convertible notes payable to stockholders ..           --            --          111
     Grant of restricted common stock and compensatory stock options .............          252            --        2,231
     Forfeiture of compensatory stock options ....................................           --           (81)        (213)
     Modification of stock options ...............................................           --            39           --
     Purchases of property and equipment under capital leases ....................          191            --           --
     iPCS acquisition (note 11):
       Fair value of stock issued ................................................  $   706,645    $       --   $       --
       Fair value of common stock options and warrants assumed ...................       47,727            --           --
       Liabilities assumed .......................................................      394,165            --           --
       Fair value of tangible assets acquired ....................................      313,843            --           --
</TABLE>


        See accompanying notes to the consolidated financial statements.

                                      F-5

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(1)  Business, Basis of Presentation and Liquidity

(a)  Business and Basis of Presentation

AirGate PCS, Inc. and its restricted and unrestricted subsidiaries (the
"Company") were created for the purpose of providing wireless Personal
Communication Services ("PCS"). AirGate PCS, Inc. and its restricted
subsidiaries ("AirGate") collectively are a network partner of Sprint with the
exclusive right to market and provide Sprint PCS products and services in a
defined network territory. AirGate is licensed to use the Sprint brand names in
its original 21 markets located in the southeastern United States.

On November 30, 2001, AirGate acquired iPCS, Inc. (together with its
subsidiaries, "iPCS"), a network partner of Sprint with 37 markets in the
midwestern United States. The accompanying consolidated financial statements
include the accounts of AirGate PCS, Inc. and its wholly-owned restricted
subsidiaries, AGW Leasing Company, Inc., AirGate Service Company, Inc., and
AirGate Network Services, LLC for all periods presented. The accounts of iPCS
are included as of September 30, 2002, and for the period from November 30, 2001
through September 30, 2002. These consolidated financial statements and related
footnotes have been prepared in accordance with accounting principles generally
accepted in the United States of America. All significant intercompany accounts
and transactions have been eliminated in consolidation.

The PCS market is characterized by significant risks as a result of rapid
changes in technology, intense competition and the costs associated with the
build-out of a PCS network. The Company's operations are dependent upon Sprint's
ability to perform its obligations under the agreements between the Company and
Sprint (see note 4) under which the Company has agreed to construct and manage
its Sprint PCS networks (the "Sprint Agreements"). Additionally, the Company's
ability to attract and maintain a subscriber base of sufficient size and credit
quality is critical to achieving sufficient positive cash flow to meet its
financial covenants under its credit agreements. Changes in technology,
increased competition, economic conditions or inability to achieve sufficient
positive cash flow to meet its financial covenants under its credit agreements,
among other factors, could have an adverse effect on the Company's financial
position, results of operations, and liquidity.

(b)  Liquidity

The Company has generated significant net losses since inception. For the year
ended September 30, 2002, the Company's net loss amounted to $996.6 million,
including goodwill and asset impairment charges of $817.4 million. As of
September 30, 2002, the Company had a working capital deficit of $366.4 million.
As of December 31, 2002, AirGate has available credit amounting to approximately
$12.0 million under its senior credit facility.

As described in Note 6, iPCS is not in compliance with certain provisions of its
debt agreements and has no remaining credit availability under its senior credit
facility. As a result of these covenant defaults, substantially all of iPCS'
debt is classified as a current liability.

iPCS also has incurred significant net losses during the year ended September
30, 2002, which are included in the accompanying consolidated financial
statements (see note 16 for condensed consolidating financial information of the
Company's restricted and unrestricted subsidiaries, which does not reflect
push-down accounting with respect to the iPCS financial information). Because
current conditions in the capital markets make additional financing unlikely,
iPCS has undertaken efforts to restructure its relationship with its secured
lenders, its public noteholders and Sprint, and we have begun restructuring
discussions with informal committees of these creditors. While the lenders and
noteholders have expressed willingness to work with iPCS, Sprint has informed us
it is unwilling to restructure its agreements with iPCS. iPCS, Inc. has been
unable to restructure its debt and secure additional financing necessary to fund
its operations and, accordingly iPCS, Inc. intends to file for reorganization
and protection from its creditors under Chapter 11 of the United States
Bankruptcy Code in early 2003 either as part of a consensual restructuring or in
an effort to effect a court administered reorganization.

Because iPCS is an unrestricted subsidiary, AirGate is generally unable to
provide capital or other financial support to iPCS. Further, iPCS lenders,
noteholders and creditors do not have a lien on or encumbrance on assets of
AirGate. We believe AirGate operations will continue independent of the outcome
of the iPCS restructuring. However, it is likely that AirGate's ownership
interest in iPCS will have no value after the restructuring is complete.

The carrying value of iPCS' long-lived assets in these consolidated financial
statements (principally property and equipment, goodwill and intangible assets)
has been written down to reflect impairment charges as required by SFAS No. 144
and SFAS No. 142. See note 2 for a discussion of these impairment charges.

While the ultimate and long-term affect on AirGate of iPCS' proposed bankruptcy
proceedings cannot be determined, management believes that AirGate and its
restricted subsidiaries will continue to operate and that iPCS' bankruptcy
proceedings, and related outcomes, will not have a material adverse effect on
the liquidity of AirGate.

In addition to its capital needs to fund operating losses, the Company has
invested large amounts to build-out its networks and for other capital assets.
For the three years ended September 30, 2002, the Company invested $320.7
million to purchase property and equipment. While much of the Company's networks
are now complete, and capital expenditures are expected to decrease
significantly in the future, such expenditures will continue to be necessary.

                                      F-6

<PAGE>


                       AIRGATE PCS, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

AirGate has initiated a number of action steps to lower its operating costs and
capital needs. The following are some of the more significant steps:

   o        a plan to improve the credit quality of new subscribers  and its
            subscriber base by restricting availability of programs for
            sub-prime subscribers;
   o        a plan to reduce subscriber churn;
   o        the elimination of certain personnel positions;
   o        a significant reduction in capital expenditures; and
   o        a reduction in spending for advertising and promotions.


In addition to these steps, AirGate is initiating or investigating a number of
other actions that could further reduce operating expenses and capital needs.
These include additional reductions in staff; the outsourcing of certain
functions now performed by AirGate; further deferrals or reductions in capital
spending and seeking ways to lower fees and charges from services now provided
by Sprint. AirGate management believes that existing cash, fiscal 2003 results
of operations and cash flows, and credit available under its senior credit
facility will provide sufficient resources to fund its activities through fiscal
2003.

The following reflects condensed balance sheet information and statement of
operations information of AirGate and its unrestricted subsidiary, separately
identifying the investment in iPCS including the effects of purchase accounting
as of September 30, 2002 and the historical equity basis loss of iPCS, the
related effects of purchase accounting, and income tax benefit for the year
ended September 30, 2002.

              Condensed Balance Sheet Information:

              Cash and cash equivalents                        $   4,887
              Other current assets                                62,819
                                                               ---------
                       Total current assets                       67,706

              Property and equipment, net                        213,777
              Investment in iPCS                                (141,543)
              Other noncurrent assets                             13,732
                                                               ---------
                                                               $ 153,672
                                                               =========

              Current liabilities                              $  82,175
              Long-term debt                                     354,264
              Other long-term liabilities                         10,180
                                                               ---------
                    Total liabilities                            446,619

              Stockholders' deficit                             (292,947)
                                                               ---------
                                                               $ 153,672
                                                               =========
              Condensed Statement of Operations
              Information:

              Revenues                                         $ 313,544

              Costs of revenues                                 (231,763)
              Selling and marketing expenses                     (79,010)
              General and administrative expenses                (17,631)
              Depreciation and amortization                      (40,758)
              Other expense, net                                 (37,162)
                                                               ---------
                    Total expenses                              (406,324)
                                                               ---------

              Loss before equity in loss of iPCS and
                  effects of purchase accounting, and
                  income tax benefit                             (92,780)
              Historical equity basis loss of iPCS              (133,192)
              Effects of purchase accounting                    (799,406)
              Income tax benefit                                  28,761
                                                               ---------
              Net loss                                         $(996,617)
                                                               =========

                                      F-7

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(2) Goodwill and Asset Impairments

On November 30 2001, the Company completed the acquisition of iPCS. Significant
amounts of goodwill and other intangible assets were recorded as part of this
acquisition (note 11). The original purchase price allocation of this
acquisition was made in the quarter ended December 31, 2001. In the quarter
ended March 31, 2002, the original purchase price allocation was adjusted, which
resulted in a reclassification of amounts between goodwill, deferred income tax
liabilities, the amount assigned to the right to provide service under the
Sprint Agreements and other assets and liabilities. The Company recorded a
goodwill impairment charge of $261.2 million during the quarter ended March 31,
2002, and $199.7 million during the quarter ended September 30, 2002. During the
quarter ended September 30, 2002, the Company recorded an impairment of property
and equipment totaling $44.5 million and intangible assets totaling $312.0
million. The purchase of iPCS and the accounting that resulted from this
acquisition are described below and in notes 10 and 11.

The wireless telecommunications industry has experienced significant declines in
market capitalization throughout most of 2002. These significant declines in
market capitalization resulted from concerns surrounding anticipated weakness in
future subscriber growth, increased subscriber churn, anticipated future lower
average revenue per unit (ARPU) and liquidity concerns. As a result of these
industry trends, the Company experienced significant declines in its market
capitalization subsequent to its acquisition of iPCS. Additionally, there have
been significant adverse changes to the business plan for iPCS. These changes
include lower new subscribers, lower ARPU, increased service and pass through
costs from Sprint and lower roaming margins from Sprint. Wireless industry
acquisitions subsequent to the Company's acquisition of iPCS have been valued
substantially lower on a price per population and price per subscriber basis. As
a result of these transactions and industry trends, the Company believed that
the fair value of iPCS and its assets had been reduced. Accordingly, the Company
engaged a nationally recognized valuation expert on two occasions during 2002 to
perform fair value assessments of iPCS and its assets. The Company recorded
goodwill impairments of approximately $261.2 million and $199.7 million during
the quarter ended March 31, 2002 and the quarter ended September 30, 2002,
respectively, as a result of these fair value assessments.

During the quarter ended September 30, 2002, the Company recorded an intangible
asset impairment of $312.0 million associated with iPCS' right to provide
service under the Sprint Agreements and the acquired subscriber base. The right
to provide service under iPCS' Sprint Agreements and the acquired subscriber
base were recorded by the Company as a result of the purchase price allocation
for the acquisition of iPCS . The values and lives assigned to these intangibles
were $323.3 million and 205 months and $52.4 million and 30 months,
respectively. As discussed above, these impairments arose from significant
adverse changes to the business plan for iPCS. As a result, the Company adjusted
the carrying value of the right to provide service under the Sprint Agreements
and the acquired subscriber base to their fair values at September 30, 2002. The
Company engaged a nationally recognized valuation expert to assist the Company
in determining the fair value of the right to provide services under the Sprint
Agreements.

During the quarter ended September 30, 2002, the Company recorded an asset
impairment of $44.5 million associated with property and equipment (principally
network assets) of iPCS. As discussed above, this impairment arose from
significant adverse changes to the business plan for iPCS as well as a generally
weak secondary market for telecommunications equipment. The Company engaged a
nationally recognized valuation expert to assist the Company in determining the
fair value of iPCS' property and equipment.

(3)     Summary of Significant Accounting Policies

(a)  Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement
exists, services have been rendered or products have been delivered, the price
to the buyer is fixed and determinable, and collectibility is reasonably
assured. The Company's


                                      F-8

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

revenue recognition polices are consistent with the guidance in Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements"
promulgated by the Securities and Exchange Commission.

The Company records equipment revenue from the sale of handsets and accessories
to subscribers in its retail stores and to local distributors in its territories
upon delivery. The Company does not record equipment revenue on handsets and
accessories purchased from national third-party retailers such as Radio Shack,
Best Buy and Circuit City, or directly from Sprint by subscribers in our
territories. The Company believes the equipment revenue and related cost of
equipment associated with the sale of wireless handsets and accessories is a
separate earnings process from the sale of wireless services to subscribers. For
industry competitive reasons, the Company sells wireless handsets at a loss.
Because such arrangements do not require a customer to subscribe to the
Company's wireless services and because the Company sells wireless handsets to
existing customers at a loss, the Company accounts for these transactions
separately from agreements to provide customers wireless service.

The Company's subscribers pay an activation fee to the Company when they
initiate service. The Company defers activation fee revenue over the average
life of its subscribers, which is estimated to be 30 months. The Company
recognizes service revenue from its subscribers as they use the service. The
Company provides a reduction of recorded revenue for billing adjustments, first
payment default customers, late payment fees, and early cancellation fees. The
Company also reduces recorded revenue for rebates and discounts given to
subscribers on wireless handset sales in accordance with Emerging Issues Task
Force ("EITF") Issue No. 01-9 "Accounting for Consideration Given by a Vendor to
a Subscriber (Including a Reseller of the Vendor's Products)." The Company
participates in the Sprint national and regional distribution programs in which
national retailers such as Radio Shack, Best Buy and Circuit City sell Sprint
PCS products and services. In order to facilitate the sale of Sprint PCS
products and services, national retailers purchase wireless handsets from Sprint
for resale and receive compensation from Sprint for Sprint PCS products and
services sold. For industry competitive reasons, Sprint subsidizes the price of
these handsets by selling the handsets at a price below cost. Under the
Company's Sprint Agreements, when a national retailer sells a handset purchased
from Sprint to a subscriber in the Company's territories, the Company is
obligated to reimburse Sprint for the handset subsidy. The Company does not
receive any revenues from the sale of handsets and accessories by national
retailers. The Company classifies these handset subsidy charges as a selling and
marketing expense for a new subscriber handset sale and classifies these
subsidies as a cost of service and roaming for a handset upgrade to an existing
subscriber. Handset subsidy charges included in selling and marketing for the
years ended September 30, 2002, 2001, and 2000 were $19.1 million, $12.8
million, and $3.7 million, respectively. Excluding sales commissions, handset
subsidy upgrade charges in cost of service and roaming for the year ended
September 30, 2002 were $4.8 million. The Company did not incur handset subsidy
upgrade charges for the years ended September 30, 2001 and 2000.

Sprint retains 8% of collected service revenues from subscribers based in the
Company's markets and from non-Sprint subscribers who roam onto the Company's
network. The amount of affiliation fees retained by Sprint is recorded as cost
of service and roaming. Revenues derived from the sale of handsets and
accessories by the Company and from certain roaming services (outbound roaming
and roaming revenues from Sprint PCS and its PCS network partner subscribers)
are not subject to the 8% affiliation fee from Sprint.

The Company defers direct subscriber activation costs when incurred and
amortizes these costs using the straight-line method over 30 months, which is
the estimated average life of a subscriber. Direct subscriber activation costs
also include credit check fees and loyalty welcome call fees charged to the
Company by Sprint and costs incurred by the Company to operate a subscriber
activation center.

For the years ended September 30, 2002, 2001 and 2000 the Company recognized
approximately $6.3, $3.4 and $0.1 million, respectively, of activation fee
revenue. For the years ended September 30, 2002, 2001 and 2000 the Company
recognized approximately $3.7, $2.8 and $0.1 million, respectively, of direct
subscriber activation costs. As of September 30, 2002, the Company has deferred
approximately $15.0 million of subscriber activation fee revenue and $8.4
million of direct subscriber activation costs to future periods.

(b)  Allowance for Doubtful Accounts

Estimates are used in determining the allowance for doubtful accounts and are
based on historical collection and write-off experience, current trends, credit
policies and accounts receivable by aging category. In determining these
estimates, the Company compares historical write-offs in relation to the
estimated period in which the subscriber was originally billed. The Company also
looks at the average length of time that elapses between the original billing
date and the date of write-off in determining the adequacy of the allowance for
doubtful accounts by aging category. From this information, the Company provides
specific amounts to the aging categories. The Company provides an allowance for
substantially all receivables over 90 days old.

                                      F-9


<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


The allowance for doubtful accounts as of September 30, 2002 and September 30,
2001 was $11.3 million and $2.8 million, respectively. At September 30, 2002,
$6.8 million and $4.5 million was attributable to AirGate and iPCS,
respectively.

The Company also reviews current trends in the credit quality of its subscriber
base and periodically changes its credit policies. As of September 30, 2002, 35%
of the combined Company's, 36% of AirGate's and 35% of iPCS' subscriber base
consisted of sub-prime credit quality subscribers. From May 2001 to February
2002, Sprint required AirGate and iPCS to remove the deposit requirement for
most sub-prime credit quality subscribers under certain Sprint PCS programs. On
February 24, 2002, Sprint allowed the Company to re-institute the deposit
requirement across all new sub-prime credit quality subscribers. The Company
removed the deposit requirement in iPCS' territory from all but the lowest
sub-prime credit quality subscribers at certain times during the period between
June 2002 and November 2002. During November 2002, the Company re-instituted the
deposit requirement in iPCS' territory across all new sub-prime credit quality
subscribers. The deposit requirement is currently in effect for most of
AirGate's and iPCS' markets.

(c)  Reserve for First Payment Default Subscribers

The Company reserves a portion of its new subscribers and provides a reduction
in revenues from those subscribers that it anticipates will never pay a bill.
Using historical information of the percentage of subscribers whose service was
cancelled for non-payment without ever making a payment, the Company estimates
the number of subscribers activated in the current period that will never pay a
bill. For these subscribers, the Company provides a reduction of revenue and
removes them from subscriber additions and churn. At September 30, 2002 and
September 30, 2001, the Company had approximately 7,126 and 7,811 such
subscribers, respectively.

(d)  Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits and money market
accounts with original maturities of three months or less.

(e)  Inventories

Inventories consist of wireless handsets and related accessories held for
resale. Inventories are carried at the lower of cost or market determined using
replacement costs.

(f)  Property and Equipment

Property and equipment are stated at original cost, less accumulated
depreciation and amortization. Depreciation and amortization are provided using
the straight-line method over the estimated useful lives of the assets.
Estimated useful lives used by the Company are as follows:

                                                            Estimated
                                                           Useful Life
                                                           -----------

     Network assets .....................................     7 years
     Computer equipment .................................     3 years
     Furniture, fixtures, and office equipment ..........     5 years
     Towers (included within network assets) ............    15 years

Assets held under capital lease obligations are amortized over their estimated
useful life or the lease term, whichever is shorter. Amortization of assets held
under capital lease obligations is included in depreciation and amortization of
property and equipment.

Construction in progress includes expenditures for the purchase of network
assets. The Company capitalizes interest on its construction in progress
activities. Interest capitalized for the years ended September 30, 2002, 2001
and 2000 totaled $7.1 million, $2.9 million and $5.9 million, respectively.

When network assets are placed in service, the Company transfers the related
assets from construction in progress to network assets and depreciates those
assets over their estimated useful life.

(g)  Financing Costs

Costs incurred in connection with both the AirGate and iPCS credit facilities
and AirGate notes were deferred and are amortized into interest expense over the
term of the respective financing using the straight-line method.

                                      F-10

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(h)  Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred
income tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred income tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred income tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. A valuation allowance is provided for deferred income tax assets based
upon the Company's assessment of whether it is more likely than not that the
deferred income tax assets will be realized.

(i)  Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the
weighted-average number of common shares outstanding during the period. All
potentially dilutive securities have been excluded from the computation of
dilutive net loss per share for all periods presented because their effect would
have been antidilutive. The effect of potentially dilutive common stock
equivalents computed using the treasury stock method excluded from the dilutive
net loss per share computations because they were antidilutive are as follows:

                                            Years ended September 30,
                                            -------------------------
                                          2002          2001           2000
                                          ----          ----           ----
     Common stock options ............  222,671       510,620         777,758
     Stock purchase warrants .........   50,345        65,346         145,987
                                        -------       -------         -------
              Total ..................  273,016       575,966         923,745
                                        =======       =======         =======

(j)  Impairment of Long-Lived Assets and Goodwill

The Company accounts for long-lived assets and goodwill in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 144 requires that
long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. SFAS No. 142 requires annual tests for
impairment of goodwill and intangible assets that have indefinite useful lives
and interim tests when an event has occurred that more likely than not has
reduced the fair value of such assets.

Purchase price accounting requires extensive use of accounting estimates and
judgments to allocate the purchase price to the fair market value of the assets
acquired and liabilities assumed. In recording the purchase of iPCS, the Company
engaged a nationally recognized valuation expert to assist in determining the
fair value of these assets and liabilities. Included in the asset valuation for
this purchase was the valuation of three intangible assets: the iPCS subscriber
base, non-compete agreements for certain former iPCS employees, and the right to
be the exclusive provider of Sprint PCS products and services in the 37 markets
in which iPCS operates. For the subscriber base, the non-compete agreements, and
the right to provide Sprint PCS products and services in the iPCS territory,
finite useful lives of 30 months, six months and 205 months, respectively, have
been assigned. The Company evaluates its intangible assets for potential
impairment indicators whenever events or changes in circumstances indicate that
the carrying value may not be recoverable.

(k)  New Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148 "Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of FASB Statement No. 123." SFAS No. 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation from the intrinsic value-based
method of accounting prescribed by Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees." As allowed by SFAS No. 123,
the Company has elected to continue to apply the intrinsic value-based method of
accounting, and has adopted the disclosure requirements of SFAS No. 123. The
Company currently does not anticipate adopting the provisions of SFAS No. 148.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 provides new guidance on the
recognition of costs associated with exit or disposal activities. The standard
requires


                                      F-11

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS No. 146 supercedes previous accounting guidance provided by the EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The adoption of SFAS No. 146 by the Company on
October 1, 2002 is not expected to have a material impact on the Company's
financial position, results of operations, or cash flows as the Company has not
recorded any significant restructurings in past periods, but the adoption may
impact the timing of charges in future periods.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify those gains and losses. The adoption of SFAS No. 145 by the Company on
October 1, 2002 is not expected to have a material impact on the Company's
financial position, results of operations, or cash flows.

In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The Company occasionally offers rebates to subscribers that purchase
wireless handsets in its retail stores. The Company's historical policy
regarding the recognition of these rebates in the consolidated statement of
operations is a reduction in the revenue recognized on the sale of the wireless
handset by an estimate of the amount of rebates expected to be redeemed. The
Company's policy is in accordance with the guidance set forth in EITF 01-9.
Therefore, the adoption of EITF 01-9 by the Company on January 1, 2002 did not
have a material impact on the Company's financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 provides new guidance on the
recognition of impairment losses on long-lived assets with definite lives to be
held and used or to be disposed of and also issued the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. The Company elected early adoption of
SFAS No. 144 as of the beginning of its fiscal year on October 1, 2001. The
Company's adoption of SFAS No. 144 did not have a material impact on the
Company's financial position, results of operations, or cash flows. However, as
discussed in note 2, the application of the provisions of SFAS No. 144 resulted
in a $356.5 million impairment during the quarter ended September 30, 2002.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS No. 143 on October 1, 2002 is not expected to have a material
impact on the Company's financial position, results of operations or cash flows.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which provides for non-amortization of goodwill and intangible assets
that have indefinite useful lives, annual tests of impairments of those assets
and interim tests of impairment when an event occurs that more likely than not
has reduced the fair value of such assets. The statement also provides specific
guidance about how to determine and measure goodwill impairments, and requires
additional disclosure of information about goodwill and other intangible assets.
The provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial statements at that date. Goodwill
and intangible assets acquired after June 30, 2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company
met the criteria for early application and adopted SFAS No. 142 on October 1,
2001. The Company's adoption of the provisions of SFAS No. 142 did not have a
material impact on the Company's financial position, results of operations or
cash flows. However, as discussed in note 2, the application of the provisions
of SFAS No. 142 resulted in an impairment charge of $460.9 million during the
fiscal year ended September 30, 2002.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which is
effective for all business combinations initiated after June 30, 2001. SFAS No.
141 requires companies to account for all business combinations using the
purchase method of accounting, recognize intangible assets if certain criteria
are met, as well as provide additional disclosures regarding

                                      F-12

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


business combinations and allocation of purchase price. The Company adopted SFAS
No. 141 as of July 1, 2001, prior to AirGate recording any significant business
acquisitions and such adoption did not have a material impact on the Company's
financial position, results of operations or cash flows.

(l)  Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent liabilities at the dates of the consolidated balance sheets and
revenues and expenses during the reporting periods to prepare these consolidated
financial statements in conformity with accounting principles generally accepted
in the United States of America. Actual results could differ from those
estimates.

(m)  Concentration of Risk

The Company's cell sites are located on towers which are leased from a limited
number of tower companies, with one company owning approximately 20% of the
Company's leased towers. Additionally, the Company derives substantial revenues
and expenses from Sprint and Sprint PCS (see note 4).

The Company maintains cash and cash equivalents in accounts with financial
institutions in excess of the amount insured by the Federal Deposit Insurance
Corporation. Management does not believe there is significant credit risk
associated with deposits in excess of federally insured amounts. Further, the
Company maintains accounts with nationally recognized investment managers. Such
deposits are not insured by the Federal Deposit Insurance Corporation.
Management does not believe there is significant credit risk associated with
these uninsured deposits.

A significant amount of the Company's financial transactions result from the
Company's relationship with Sprint. Additionally, Sprint holds approximately
four to eleven days of the Company's subscriber lockbox receipts prior to
remitting those receipts to the Company weekly. Refer to note 4 for information
on the Company's transactions with Sprint.

Concentrations of credit risk with respect to accounts receivables are limited
due to a large subscriber base. Initial credit evaluations of subscribers'
financial condition are performed and security deposits are generally obtained
for subscribers with a high credit risk profile. The Company maintains an
allowance for doubtful accounts for potential credit losses.

(n)  Comprehensive Income (Loss)

No statements of comprehensive income (loss) have been included in the
accompanying consolidated financial statements since the Company does not have
any elements of other comprehensive income (loss) to report.

(o)  Advertising Expenses

The Company expenses advertising costs when the advertisement occurs. Total
advertising expenses amounted to approximately $30.9 million in 2002, $13.0
million in 2001 and $7.5 million in 2000 and are included in selling and
marketing expenses in the accompanying consolidated statements of operations.

(p)  Segments

AirGate and its unrestricted subsidiary, iPCS, provide wireless PCS services as
network partners of Sprint. Both AirGate and iPCS offer similar products and
services through similar retail channels to a broad range of wireless customers
in their respective markets. Consequently, these entities have been aggregated
into a single operating segment in accordance with the provisions of SFAS No.
131 - "Disclosures about Segments of an Enterprise and Related Information."

(q)  Stock Compensation

The Company applies the intrinsic value-based method of accounting prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations including FASB Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation, an interpretation of APB Opinion No.
25" issued in March 2000, to account for its fixed stock option grants. Under
this method, compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. SFAS
No. 123, "Accounting for Stock-Based Compensation," established accounting and
disclosure requirements using a fair value-based method of accounting for
stock-based employee compensation plans. As allowed by SFAS No. 123, the Company
has elected to continue to apply the intrinsic value-based method of accounting
described above, and has adopted the disclosure requirements of SFAS No. 123.

                                      F-13

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



(r)  Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.

(4)    Sprint Agreements

Under the Sprint Agreements, Sprint provides the Company significant support
services such as billing, collections, long distance, customer care, network
operations support, inventory logistics support, use of the Sprint and Sprint
PCS brand names, national advertising, national distribution and product
development. Additionally, the Company derives substantial roaming revenue and
expenses when Sprint's and Sprint's network partners' PCS wireless subscribers
incur minutes of use in the Company's territories and when the Company's
subscribers incur minutes of use in Sprint and other Sprint network partners'
PCS territories. These transactions are recorded in roaming revenue, cost of
service and roaming, cost of equipment and selling and marketing expense
captions in the accompanying consolidated statements of operations. Cost of
service and roaming transactions include the 8% affiliation fee, long distance
charges, roaming expense and the costs of services such as billing, collections,
and customer service and other pass-through expenses. Cost of equipment
transactions relate to inventory purchased by the Company from Sprint under the
Sprint Agreements. Selling and marketing transactions relate to subsidized costs
on handsets and commissions paid by the Company under Sprint's national
distribution program. Amounts recorded relating to the Sprint Agreements for the
years ended September 30, 2002, 2001 and 2000, are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
                <S>                                                                   <C>           <C>          <C>

                                                                                       Years Ended September 30,

                                                                                ----------------------------------------
                                                                                    2002          2001         2000
                                                                                    ----          ----         ----

Amounts included in the Consolidated Statement of Operations:

     AirGate roaming revenue .................................................. $   70,002     $  53,863    $   11,798
                                                                                ==========     =========    ==========
     AirGate cost of service and roaming:
          Roaming ............................................................. $   52,746     $  40,472    $    3,171
          Customer service ....................................................     40,454        15,526         1,542
          Affiliation fees ....................................................     15,815         7,603           757
          Long distance .......................................................     13,846         6,556         1,119
          Other ...............................................................      2,115         1,252           145
                                                                                -----------   ----------    -----------
     Total cost of service and roaming ........................................  $ 124,976     $  71,409    $    6,734
                                                                                 =========     =========    ==========
     AirGate purchased inventory .............................................. $   23,662     $  19,405    $    7,571
                                                                                ==========     =========    ==========
     AirGate selling and marketing ............................................ $   21,728     $  20,827    $    5,716
                                                                                ==========     =========    ==========
     iPCS roaming revenue ..................................................... $   33,137     $       -    $        -
                                                                                ==========     =========    ==========
     iPCS cost of service and roaming:
          Roaming ............................................................. $   25,723     $       -    $        -
          Customer service ....................................................     19,367             -             -
          Affiliation fees ....................................................      8,011             -             -
          Long distance .......................................................      7,686             -             -
          Other ...............................................................        781             -             -
                                                                                ----------     ---------    ----------
     Total cost of service and roaming ........................................ $   61,568     $       -    $        -
                                                                                ==========     =========    ==========
     iPCS purchased inventory ................................................. $   17,097     $       -    $        -
                                                                                ==========     =========    ==========
     iPCS selling and marketing ............................................... $    9,970     $       -    $        -
                                                                                ==========     =========    ==========
</TABLE>

Amounts included in the Consolidated Balance Sheet:

<TABLE>
<CAPTION>
                       <S>                                                      <C>
                                                                                As of
                                                                             September 30,
                                                                 -----------------------------------
                                                                      2002                  2001
                                                                      ----                  ----
           Receivable from Sprint                                  $ 44,953              $ 10,200
           Payable to Sprint                                        (88,360)              (32,564)
</TABLE>

The Sprint Agreements require the Company to maintain certain minimum network
performance standards and to meet other performance requirements. The Company
was in compliance in all material respects with these requirements at September
30, 2002.

                                      F-14


<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


The Company has reclassified approximately $10.0 million of subscriber accounts
receivable for the fiscal year ended September 30, 2002 to a receivable from
Sprint. The Company believes at least $10.0 million is payable from Sprint, but
Sprint has acknowledged only $5.8 million is owed to AirGate. The Company is in
discussions with Sprint regarding the differences and has provided for these
discussions in our consolidated financial statements.

(5)    Property and Equipment

      Property and equipment consists of the following at September 30 (dollars
in thousands):
<TABLE>
<CAPTION>
                <S>                                                                         <C>                 <C>

                                                                                           2002                2001
                                                                                           ----                ----
      Network assets .................................................................   $ 461,806         $ 217,788
      Computer equipment .............................................................      10,723             3,684
      Furniture, fixtures, and office equipment ......................................      14,985            11,592
      Vehicles .......................................................................         891                --
      Construction in progress .......................................................      23,663            19,883
                                                                                        ------------       -----------
            Total property and equipment .............................................     512,068           252,947
      Less accumulated depreciation and amortization .................................    (112,913)          (43,621)
                                                                                        ------------       -----------
            Total property and equipment, net ........................................   $ 399,155         $ 209,326
                                                                                        ============       ===========
</TABLE>


      Depreciation and amortization of property and equipment for the years
      ended September 30, 2002, 2001, and 2000 was $70,197, $30,621, and
      $12,034, respectively.

      Costs and accumulated amortization associated with assets held under
      capital lease obligations as of September 30, 2002 are as follows:

                          Cost                                           $ 571
                          Accumulated amortization                         (28)
                                                                  -------------
                                                                         $ 543
                                                                  =============
(6)    Long Term Debt and Capital Lease Obligations

      Long-term debt includes the assumption of the iPCS long term debt on
      November 30, 2001 and consists of the following at September 30 (dollars
      in thousands):
<TABLE>
<CAPTION>
                        <S>                                                                      <C>              <C>

                                                                                                 2002            2001
                                                                                                 ----            ----

      AirGate credit facility, net of unaccreted original issue discounts of $376 and
         $574, respectively ................................................................   $ 136,124       $  74,726
      AirGate notes, $300,000 due at maturity:
            Accreted carrying value ........................................................     228,813         201,124
            Unaccreted original issue discount .............................................      (8,649)         (9,524)
                                                                                              ------------    ------------
                 Net AirGate notes .........................................................     220,164         191,600
      iPCS credit facility .................................................................     130,000              --
      iPCS notes, $300,000 due at maturity, at accreted carrying value, net of
         unamortized premium of $38,060 ....................................................     222,908              --
      iPCS capital lease obligations .......................................................         568              --
                                                                                              ------------    ------------
            Total long-term debt and capital lease obligations .............................     709,764         266,326
            Current maturities of long-term debt and capital lease obligations .............     354,936              --
                                                                                              ------------    ------------
            Long-term debt and capital lease obligations, excluding current maturities .....   $ 354,828       $ 266,326
                                                                                              ============    ============
</TABLE>


As of September 30, 2002, future scheduled principal payments under indebtedness
and future minimum capital lease payments for the next five years and thereafter
are as follows (in thousands):
<TABLE>
<CAPTION>
        <S>                                     <C>             <C>             <C>             <C>             <C>           <C>

Years Ending September 30,                    AirGate
                                               credit          AirGate        iPCS credit       iPCS          Capital
                                              facility          notes          facility         notes         leases      Total
                                              --------          -----          --------         -----         ------      -----
2003 .....................................  $      2,024       $     -        $        -       $        -    $      4   $     2,028
2004 .....................................        15,863             -             9,750                -          74        25,687
2005 .....................................        21,150             -            17,875                -          77        39,102
2006 .....................................        26,920             -            29,250                -          81        56,251
2007 .....................................        35,400             -            32,500                -          84        67,984
Thereafter ...............................        35,143       300,000            40,625          300,000         965       676,733
                                             -----------   -------------   -------------     ------------   -----------  -----------
</TABLE>


                                      F-15

<PAGE>

                       AIRGTAE PCS, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>


<S>                                          <C>           <C>           <C>             <C>              <C>        <C>
  Total future principal payments on
      long-term debt and future minimum
      lease payments on capital leases ....    $136,500      $ 300,000   $   130,000        $ 300,000   $    1,285    $ 867,785
  Less amount representing interest and
      unaccreted discounts ................        (376)       (79,836)            -          (77,092)        (717)    (158,021)
                                            ------------  ------------   -----------    -------------   ----------- -----------
Total future principal payments on
  long-term debt, net of unaccreted
  discounts, and present value of future
  lease payments on capital leases .......      136,124        220,164       130,000          222,908          568      709,764
Less current maturities* .................       (2,024)             -      (130,000)        (222,908)          (4)    (354,936)
                                            -----------   ------------   -----------    -------------   ----------  -----------
Long-term debt and capital lease
  obligations, excluding current
  maturities .............................   $  134,100      $ 220,164   $         -        $       -   $      564  $   354,828
                                             ==========      =========   ===========    =============   =========== ===========
</TABLE>


*Amounts in this table do not reflect the current classifiation of the iPCS
credit facility and iPCS notes as discussed below, except in the classification
of current maturities.

AirGate Credit Facility

On August 16, 1999, AirGate entered into a $153.5 million senior credit
facility. The AirGate credit facility provides for (i) a $13.5 million senior
secured term loan (the "Tranche I Term Loan") which matures on June 6, 2007, and
(ii) a $140.0 million senior secured term loan (the "Tranche II Term Loan")
which matures on September 30, 2008. Mandatory quarterly payments of principal
are required beginning December 31, 2002 for the Tranche I Term Loan and March
31, 2004 for the Tranche II Term Loan initially in the amount of 3.75% of the
loan balance then outstanding and increasing thereafter. A commitment fee of
1.50% on unused borrowings under the AirGate credit facility is payable
quarterly and included in interest expense. For the years ended September 30,
2002, 2001 and 2000, commitment fees totaled $0.6 million, $1.5 million and $6.0
million, respectively. $17.0 million remained available for borrowing under the
AirGate credit facility as of September 30, 2002 and $12.0 million as of
December 31, 2002. The AirGate credit facility is secured by all the assets of
AirGate, other than assets of its unrestricted subsidiary, iPCS. In connection
with this financing, AirGate issued to Lucent Technologies, in its capacity as
administrative agent and arranger, warrants to purchase 139,035 shares of common
stock that were exercisable upon issuance. Additionally, AirGate incurred
origination fees and expenses of $5.0 million, which have been recorded as
financing costs and are amortized to interest expense using the straight-line
method, over the life of the agreement. The interest rate for the AirGate credit
facility is determined on a margin above either the prime lending rate in the
United States or the London Interbank Offer Rate. At September 30, 2002 and
2001, the weighted average interest rate on outstanding borrowings was 5.6% and
7.3%, respectively.

The AirGate credit facility contains ongoing financial covenants, including
reaching defined subscriber growth and covered population targets, maximum
annual spending on capital expenditures, attaining minimum subscriber revenues,
and maintaining certain leverage and other ratios such as debt to total
capitalization, debt to EBITDA and EBITDA to fixed charges. The AirGate credit
facility restricts the ability of AirGate and its subsidiaries, other than iPCS
to: create liens; incur indebtedness; make certain payments, including payments
of dividends and distributions in respect of capital stock; consolidate, merge
and sell assets; engage in certain transactions with affiliates; and
fundamentally change its business. As of September 30, 2002, AirGate was in
compliance with all operational and financial covenants governing the AirGate
credit facility. As discussed in Note 15, however, AirGate was in default as of
December 30, 2002, which is cured with the filing of these consolidated
financial statements.

AirGate Notes

On September 30, 1999, the Company received proceeds of $156.1 million from the
issuance of 300,000 units, each unit consisting of $1,000 principal amount at
maturity of 13.5% senior subordinated discount notes due 2009 (the "AirGate
notes") and one warrant to purchase 2.148 shares of common stock at a price of
$0.01 per share (see Note 8). The accreted value outstanding as of September 30,
2002 of the AirGate notes was $220.2 million. The Company incurred expenses,
underwriting discounts and commissions of $6.6 million related to the notes,
which have been recorded as financing costs and are amortized to interest
expense using the straight-line method, over the life of the agreement. The
notes contain certain covenants relating to limitations on AirGate's ability to,
among other acts, sell assets, incur additional indebtedness, and make certain
payments. The AirGate notes restrict the ability of AirGate and its
subsidiaries, other than iPCS to: create liens; incur indebtedness; make certain
payments, including payments of dividends and distributions in respect of
capital stock; consolidate, merge and sell assets; engage in certain
transactions with affiliates; and fundamentally change its business. As of
September 30, 2002, AirGate was in compliance with all covenants governing the
AirGate notes. As discussed in Note 15, however, AirGate was in default as of
December 30, 2002, which is cured with the filing of these consolidated
financial statements.

                                      F-16


<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

iPCS Credit Facility

The iPCS credit facility provides for a $80.0 million senior secured term loan
which matures on December 31, 2008, which is the first installment of the loan,
or tranche A. The second installment, or tranche B, under the iPCS credit
facility is for a $50.0 million senior secured term loan, which also matures on
December 31, 2008. The iPCS credit facility requires quarterly payments of
principal beginning March 31, 2004 for tranche A and tranche B, initially in the
amount of 2.5% of the loan balance then outstanding and increasing thereafter.
The commitment fee on unused borrowing ranges from 1.00% to 1.50%, payable
quarterly and is included in interest expense. For the ten months ended
September 30, 2002 commitment fees totaled $0.5 million. iPCS' obligations under
the iPCS credit facility are secured by all of iPCS' operating assets, but not
any assets of AirGate. The interest rate for the iPCS credit facility is
determined on a margin above either the prime lending rate in the United States
or the London Interbank Offer Rate. At September 30, 2002 and 2001, the weighted
average interest rate on outstanding borrowings was 5.7% and 6.8%, respectively.

Following the merger with iPCS, the Company proposed a new business plan for
iPCS for fiscal year 2002 which would have violated the EBITDA loss covenants of
the iPCS credit facility in the second half of the fiscal year 2002. On February
14, 2002, iPCS entered into an amendment, which provided relief under the EBITDA
covenant and modified certain other requirements. The iPCS credit facility was
also amended during November 2002, reducing the availability of the iPCS credit
facility by $10.0 million to $130.0 million. In exchange, iPCS' liquidity
covenant was waived, as well as the minimum subscriber covenant at December 31,
2002.

The iPCS credit facility contains ongoing financial covenants, including
reaching defined subscriber levels, maximum annual spending on capital
expenditures, attaining minimum subscriber revenues and certain levels of
EBITDA, and maintaining certain leverage and other ratios such as debt to total
capitalization, debt to EBITDA and EBITDA to fixed charges. The iPCS credit
facility restricts the ability of iPCS and its subsidiaries to: create liens;
incur indebtedness; make certain payments, including payments of dividends and
distributions in respect of capital stock; consolidate, merge and sell assets;
engage in certain transactions with affiliates; and fundamentally change its
business. As of September 30, 2002, iPCS was in compliance in all material
respects with all operational and financial covenants governing the iPCS credit
facility. As discussed in Note 15, however, as of December 30, 2002, iPCS was in
default of certain of these covenants. Because of iPCS' inability to cure such
default, all amounts under the iPCS credit facility have been classified as
current liabilities in the accompanying consolidated balance sheet.

iPCS Notes

On July 12, 2000, iPCS received proceeds of $152.3 million from the issuance of
300,000 units, each unit consisting of $1,000 principal amount at maturity of
14.0% senior subordinated discount notes due 2010 (the "iPCS notes") and
warrants to purchase 2,982,699 shares of common stock at $5.50 per share. These
warrants were subsequently exchanged for warrants on approximately 475,351
shares of the Company's common stock (see note 8(b)). The accreted value
outstanding as of September 30, 2002 of the iPCS notes was $222.9 million. The
iPCS notes contain certain covenants relating to limitations on iPCS's ability
to, among other acts, sell assets, incur additional indebtedness, and make
certain payments.

The iPCS notes restrict the ability of iPCS and its subsidiaries to: create
liens; incur indebtedness; make certain payments, including payments of
dividends and distributions in respect of capital stock; consolidate, merge and
sell assets; engage in certain transactions with affiliates; and fundamentally
change its business. As of September 30, 2002, iPCS was in compliance in all
material respects with all covenants governing the iPCS notes. As discussed in
Note 15, however, as of December 30, 2002, iPCS was in default of certain of
these covenants. Because of iPCS' inability to cure such default, all amounts
under the iPCS notes have been classified as a current liability in the
accompanying consolidated balance sheet.

(7)  Fair Value of Financial Instruments

Fair value estimates and assumptions and methods used to estimate the fair value
of the Company's financial instruments are made in accordance with the
requirements of SFAS No. 107, "Disclosure about Fair Value of Financial
Instruments." The Company has used available information to derive its
estimates. However, because these estimates are made as of a specific point in
time, they are not necessarily indicative of amounts the Company could realize
currently. The use of different assumptions or estimating methods may have a
material effect on the estimated fair value amounts (dollars in thousands).

<TABLE>
<CAPTION>
                                  September 30, 2002           September 30, 2001
                               -------------------------    ------------------------
                                Carrying      Estimated      Carrying     Estimated
                                 amount      fair value       amount      fair value
                               ------------ -------------   ----------   -----------
<S>                            <C>           <C>            <C>          <C>

Cash and cash equivalents .... $   32,475    $  32,475      $  14,290     $   14,290
Accounts receivable, net .....     38,127       38,127         23,798         23,798
</TABLE>

                                      F-17

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Receivable from Sprint PCS ........  44,953     44,953     10,200     10,200
Accounts payable ..................  18,152     18,152     10,210     10,210
Accrued expenses ..................  20,950     20,950     13,840     13,840
Payable to Sprint PCS .............  88,360     88,360     32,564     32,564
AirGate credit facility ........... 136,124    112,302     74,726     74,726
iPCS credit facility .............. 130,000     81,250          -          -
AirGate notes ..................... 220,164     25,125    191,600    192,574
iPCS notes ........................ 222,908     13,500          -          -

(a) Cash and cash equivalents, accounts receivable net, receivable from Sprint
PCS, accounts payable, accrued expenses and payable to Sprint PCS.

Management believes that the carrying amounts of these items are a reasonable
estimate of their fair value due to the short-term nature of the instruments.

(b)  Long-term debt

Long-term debt is comprised of the AirGate credit facility, AirGate notes, iPCS
credit facility and iPCS notes. The fair value of the AirGate notes and the iPCS
notes are stated at quoted market prices as of September 30, 2002 and 2001. As
there is no active market for the AirGate and iPCS credit facilities, management
has estimated the fair values of the AirGate and iPCS credit facilities based
upon the Company's analysis and discussions with individuals knowledgeable about
such matters.

(8)  Stockholders' Equity (Deficit)

(a)  Common stock

On May 26, 2000, at a Special Meeting of the stockholders of AirGate, the
stockholders voted to amend AirGate's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of its common stock,
par value $0.01 per share, from 25,000,000 to 150,000,000 shares.

In October 1999, the Company's Board of Directors authorized the issuance of
12,533 additional shares of common stock to the affiliates of Weiss, Peck &
Greer Venture Partners and the affiliates of JAFCO America Ventures, Inc.
pursuant to a previously authorized promissory note issued by the Company. The
shares were authorized for issuance in consideration of $0.1 million of interest
that accrued from the period June 30, 1999 to September 28, 1999 on promissory
notes issued to the affiliates of Weiss, Peck & Greer Venture Partners and the
affiliates of JAFCO America Ventures, Inc. The promissory notes and related
accrued interest were converted into shares of common stock at a price 48% less
than the price of a share of common stock sold in the Company's initial public
offering of common stock in accordance with their original terms. The amount
related to the fair value of the beneficial conversion feature of $0.1 million
has been recorded as additional paid-in-capital and recognized as interest
expense in the year ended September 30, 2000.

(b)  Common Stock Purchase Warrants

In August 1998, the Company issued stock purchase warrants to stockholders in
consideration for: (1) loans made by the stockholders to the Company which have
been converted to common stock, (2) guarantees of certain bank loans provided by
the stockholders, and (3) in connection with $4.8 million in convertible notes
provided by the stockholders.

In connection with a refinancing of the convertible notes payable to
stockholders in May 1999, the Company cancelled the August 1998 warrants and
issued new warrants to Weiss, Peck & Greer Venture Partners Affiliated Funds to
purchase shares of common stock for an aggregate amount up to $2.7 million at an
exercise price 25% less than the price of a share of common stock sold in the
initial public offering, or $12.75 per share. The warrants for 214,413 shares
were exercisable upon issuance. The Company allocated $1.7 million of the
proceeds (calculated using the Black-Scholes option pricing model) from this
refinancing to the fair value of the warrants and recorded a discount on the
related debt, which was recognized as interest expense from the date of issuance
(May 1999) to the expected date of conversion (August 1999). In July 2000, all
of such warrants were exercised.

On August 16, 1999, AirGate issued stock purchase warrants to Lucent
Technologies in consideration of the AirGate credit facility. The exercise price
of the warrants equals 120% of the price of one share of common stock at the
closing of the initial public offering, or $20.40 per share, and the warrants
were exercisable for an aggregate of 128,860 shares of AirGate's common stock.
AirGate allocated $0.7 million of the proceeds from the AirGate credit facility
to the fair value of the warrants calculated using the Black-Scholes option
pricing model and recorded an original issue discount on the AirGate credit
facility, which is recognized as interest expense over the period from the date
of issuance to the maturity date using the effective interest method. In
September 2000, all of such warrants were exercised.

                                      F-18

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In June 2000, AirGate issued stock purchase warrants to Lucent Technologies to
acquire 10,175 shares of common stock on terms identical to those discussed in
the previous paragraph, all of which were outstanding as of September 30, 2002.
These warrants expire on August 15, 2004. The Company recorded a discount on the
AirGate credit facility of $0.3 million, which represents the fair value of the
warrants on the date of grant using a Black-Scholes option pricing model. The
discount is recognized as interest expense over the period from the date of
issuance to maturity using the effective interest method.

Interest expense relating to both grants of Lucent Technologies warrants for the
year ended September 30, 2002 was $0.2 million and for each of the years ended
September 30, 2001 and 2000 was $0.2 million.

On September 30, 1999, as part of offering the AirGate notes, the Company issued
warrants to purchase 2.148 shares of common stock for each unit at a price of
$0.01 per share. In January 2000, the Company's registration statement on Form
S-1 relating to warrants to purchase 644,400 shares of common stock issued
together, as units, with AirGate's $300 million of 13.5% senior subordinated
discount notes due 2009, was declared effective by the Securities and Exchange
Commission. The Company allocated $10.9 million of the proceeds from the units
offering to the fair value of the warrants and recorded an original issue
discount on the notes, which is recognized as interest expense over the period
from issuance to the maturity date using the effective interest method. For the
years ended September 30, 2002, 2001 and 2000, accretion of the discount from
the warrants totaling $0.9 million, $0.8 million and $0.7 million, respectively,
was recorded as interest expense. The warrants became exercisable beginning upon
the effective date of the registration statement registering such warrants, for
an aggregate of 644,400 shares of common stock. The warrants expire October 1,
2009. As of September 30, 2002, warrants representing 604,230 shares of common
stock had been exercised (15,001 in 2002, 80,641 in 2001 and 508,588 in 2000),
and warrants representing 40,170 shares of common stock remain outstanding.

As part of the acquisition of iPCS by AirGate, AirGate assumed warrants
previously issued by iPCS in connection with the iPCS notes in exchange for
warrants on 475,351 shares of Company common stock with an exercise price of
$34.51 per share, all of which were outstanding on September 30, 2002.
Additionally, the Company assumed warrants on 183,584 shares of the Company's
common stock previously issued by iPCS in connection with iPCS' amendment of its
management agreement with Sprint with an exercise price of $31.06 per share. The
warrants related to the iPCS notes became exercisable on July 15, 2001 for a
period of ten years after the date of issuance. The warrants related to the
Sprint Agreements were issued as part of an amendment to the management
agreement iPCS had with Sprint in connection with iPCS' purchase of Sprint owned
PCS territories in Michigan, Iowa and Nebraska and became exercisable by Sprint
on July 15, 2001 and expire on July 15, 2007.

The following is a summary of activity in the Company's warrants from date of
issuance through September 30, 2002:

                        Warrants as of September 30, 2002
<TABLE>
<CAPTION>
                                                                                    Outstanding as of
                                                        Issued       Exercised         September 30
                                                     ---------      -----------     -----------------
<S>                                                  <C>            <C>             <C>
AirGate Weiss, Peck & Greer - May 1999 .............   214,413       (214,413)                -
AirGate Lucent Warrants - August 1999 ..............   128,860       (128,860)                -
AirGate Lucent Warrants - June 2000 ................    10,175              -            10,175
AirGate note warrants - September 1999 .............   644,400       (604,230)           40,170
iPCS note warrants - July 2000 .....................   475,351              -           475,351
iPCS Sprint Warrants - July 2000 ...................   183,584              -           183,584
                                                     ---------      ----------          -------
         Total warrants outstanding ................ 1,656,783       (947,503)          709,280
                                                     =========      =========           =======
</TABLE>

(c)  Stock Compensation Plans

In July 1999, the Board of Directors approved the 1999 Stock Option Plan, an
incentive stock option plan whereby 2,000,000 shares of common stock were
reserved for issuance to current and future employees. Options issued under the
plan vest at various terms up to a five-year period beginning at the grant date
and expire ten years from the date of grant. During the year ended September 30,
2000, unearned stock compensation of $2.2 million was recorded for grants of
common stock options made during that period representing the difference between
the exercise price at the date of grant and the fair value at the date of grant.
Non-cash stock compensation is recognized over the period in which the related
services are rendered.

The Company issued 12,067 shares of restricted stock to employees of the Company
during fiscal year 2002. The shares vest at various rates over a 5-year period.
The Company has recorded the fair value of the shares issued of $252,000 as
unearned stock compensation and is amortizing such amount to non-cash stock
compensation over the vesting period.

                                      F-19

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

On January 31, 2001, the Board of Directors approved the 2001 Non-Executive
Stock Option Plan, whereby 150,000 shares of common stock were reserved for
issuance to current and future employees who were not eligible for grants under
the 1999 Stock Option Plan. Options issued under the plan vest ratably over a
four-year period beginning at the grant date and expire ten years from the date
of grant.

On July 31, 2001, the Board of Directors approved the AirGate PCS, Inc. 2001
Non-Employee Director Compensation Plan. Pursuant to the plan, non-employee
directors receive an annual retainer, which may be comprised of cash, restricted
stock or options to purchase shares of Company common stock. For each plan year,
each non-employee director of the Company that chairs one or more committees of
the board of directors receives an annual retainer of $12,000 and all other
non-employee directors receive an annual retainer of $10,000. The recipient may
elect to receive up to 50% of such amount in the form of restricted stock or
options to purchase shares of Company common stock.

Each non-employee director that joins the Company's Board of Directors also
receives an initial grant of options to acquire 5,000 shares of Company common
stock. The options vest in three equal annual installments beginning on the
first day of the plan year following the year of grant. In addition, each
participant receives an annual grant of options to acquire 5,000 shares of
Company common stock. In lieu of this annual grant, the recipient may elect to
receive three year's worth of annual option grants in a single upfront grant of
options to acquire 15,000 shares of Company common stock that vest in three
equal annual installments. All options are issued at an exercise price equal to
the fair market value of the Company's common stock on the date of grant. The
Company also reimburses each of the non-employee directors for reasonable travel
expenses to board and committee meetings.

On December 18, 2001, the Board of Directors approved the AirGate PCS, Inc. 2002
Long-Term Incentive Plan (the "2002 Plan"), whereby 1,500,000 shares of Company
common stock were reserved for issuance as incentive awards to select employees
and officers, directors and consultants of the Company, on such vesting terms as
the Company's compensation committee determines. The 2002 Plan was approved by
shareholders and became effective on February 26, 2002. Upon approval of the
2002 Plan by the Company's shareholders, no future issuances of options under
the 1999 Stock Option Plan or 2001 Non-Executive Stock Option Plan were
permitted, and shares issued under the Non-Employee Director Plan are reserved
under the authority of the 2002 Plan.

On January 31, 2001, the Board of Directors approved the 2001 Employee Stock
Purchase Plan, which made available for issuance 200,000 shares of common stock.
The 2001 Employee Stock Purchase Plan allows employees to make voluntary payroll
contributions towards the purchase of Company common stock. At the end of the
offering period, initially the calendar year, the employee will be able to
purchase common stock at a 15% discount to the market price of the Company's
common stock at the beginning or end of the offering period, whichever is lower.
For the year ended September 30, 2002, 18,343 shares of common stock were issued
to the 2001 Employee Stock Purchase Plan in exchange for $568,000 in cash, and
181,657 shares remain reserved for future issuance.

The Company applies the provisions of APB Opinion No. 25 and related
interpretations in accounting for its stock option plans. Had compensation costs
for the Company's stock option plans been determined in accordance with SFAS No.
123, the Company's net loss and basic and diluted net loss per share of common
stock for the year ended September 30, 2002, 2001 and 2000 would have increased
to the pro forma amounts indicated below (dollars in thousands, except for per
share amounts):
<TABLE>
<CAPTION>
                                                                        Years Ended September 30,
                                                                   2002           2001          2000
                                                                   ----           ----          ----
<S>                                                            <C>           <C>            <C>
   Net loss:
       As reported ........................................... $  (996,617)  $ (110,990)    $(81,323)
       Pro forma ............................................. $(1,005,755)  $ (117,017)    $(84,521)
   Basic and diluted net loss per share of common stock:

       As reported ........................................... $    (41.96)  $    (8.48)    $  (6.60)
       Pro forma ............................................. $    (42.34)  $    (8.94)    $  (6.86)
</TABLE>

The fair value of stock option grants for the years ended September 30, 2002,
2001, and 2000 was $26.29, $31.10, and $20.02, respectively. The fair value of
stock options granted was estimated as of the date of the grant using the
Black-Scholes option pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                                         Years Ended September 30,
                                                                         -------------------------
                                                                   2002           2001          2000
                                                                   ----           ----          ----
<S>                                                            <C>           <C>            <C>
   Risk-free interest return .................................     2.3%           3.5%           6.5%
   Volatility ................................................    180.0%         100.0%         120.0%
</TABLE>

                                      F-20

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      Dividend yield ...........................     0%     0%      0%
      Expected life in years ...................     4      4       5

The following table summarizes activity under the Company's stock option plans:

                                                                    Weighted-
                                                     Number of       average
                                                      options     exercise price
                                                    -----------   --------------
Options outstanding as of September 30, 1999 ......  1,075,000     $  14.00
   Granted ........................................    600,500        51.63
   Exercised ......................................    (84,605)       14.00
   Forfeited ......................................    (86,250)       19.15
                                                    ----------     --------
Options outstanding as of September 30, 2000 ......  1,504,645        28.72
   Granted ........................................    502,587        41.35
   Exercised ......................................   (467,556)       14.39
   Forfeited ......................................    (82,741)       36.66
                                                    ----------     --------
Options outstanding as of September 30, 2001 ......  1,456,935        37.23
    Options assumed in acquisition of iPCS ........    478,069        31.99
    Granted .......................................    637,689        27.45
    Exercised .....................................    (33,558)       26.86
    Forfeited .....................................   (279,372)       35.30
                                                    ----------     --------
Options outstanding as of September 30, 2002 ......  2,259,763       $33.95
                                                    ==========     ========

As previously discussed, the Company maintains several stock option plans with
total reserved shares of approximately 3,500,000. Shares of the Company's common
stock available for future grant under the Company's stock option plans were
1,268,961 at September 30, 2002.

The following table summarizes information for stock options outstanding and
exercisable at September 30, 2002:

<TABLE>
<CAPTION>
                         Options outstanding                               Options exercisable
                      ----------------------------------------------     -------------------------
                                          Weighted
                                    average remaining     Weighted                        Weighted
     Range of           Number       contractual life      average        Number          average
  exercise prices     outstanding       (in years)     exercise price    exercisable   exercise price
 ----------------     -----------   -----------------  --------------    -----------   --------------
  <S>                 <C>                 <C>           <C>               <C>            <C>

   $0.88 - 14.00        734,937           7.91          $11.48            239,320        $ 14.00
   15.95 - 34.52        379,249           6.99           31.57            266,617          32.02
   35.63 - 36.75        231,266           8.12           36.65             62,527          36.61
   39.22 - 46.62        230,912           7.83           42.86            102,788          42.94
   46.66 - 46.88        256,577           9.01           46.71             16,275          46.88
   47.50 - 65.13        266,822           8.09           55.94             94,069          54.20
       66.94            150,000           7.92           66.94             67,499          66.94
       98.50             10,000           7.44           98.50              5,750          98.50
                     ----------          -----          ------           --------        -------
  $0.88 - $98.50      2,259,763           7.91          $33.95            854,845        $ 34.59
                     ==========          =====          ======           ========        =======
</TABLE>


At September 30, 2001, 406,445 options were exercisable and the weighted average
exercise price was $30.05. At September 30, 2000, 285,395 options were
exercisable and the weighted average exercise price was $14.00.

(d)  Preferred Stock

The Company's articles of incorporation authorize the Company's Board of
Directors to issue up to 5 million shares of preferred stock without stockholder
approval. The Company has not issued any preferred stock as of September 30,
2002.

(9)  Income Taxes

The provision for income taxes includes income taxes currently payable and those
deferred because of temporary differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or deductible
amounts in the future and any increase or decrease in the valuation allowance
for deferred income tax assets.

                                      F-21

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Income tax benefit for the years ended September 30, 2002, 2001 and 2000,
differed from the amounts computed by applying the statutory U.S. Federal income
tax rate of 34% to loss before income tax benefit as a result of the following
(dollars in thousands):

<TABLE>
<CAPTION>
                                                                                         Years ended September 30,

                                                                                   2002             2001            2000
                                                                                   ----             ----            ----
<S>                                                                           <C>               <C>             <C>
Computed "expected" income tax benefit ......................................... $(348,629)       $(37,737)      $(27,650)
(Increase) decrease in income tax benefit resulting from:
Stock option deductions ........................................................    (1,585)         (2,224)           --
State income tax benefits, net of Federal effect ...............................   (23,466)         (6,120)        (5,116)
Increase in the valuation allowance for deferred income tax assets .............   184,197          44,697         31,000
Nondeductible interest expense .................................................     4,244           1,308          1,224
Asset impairments ..............................................................   154,015             --             --
Other, net .....................................................................     2,463              76            542
                                                                                  --------        --------       --------
            Total income tax benefit ........................................... $ (28,761)       $    --        $    --
                                                                                 =========        ========       ========
</TABLE>


Differences between financial accounting and tax bases of assets and liabilities
giving rise to deferred income tax assets and liabilities are as follows at
September 30 (in thousands):
<TABLE>
<CAPTION>

                                                                                                     2002              2001
                                                                                                     ----              ----
<S>                                                                                                <C>               <C>
Deferred income tax assets:
      Net operating loss carryforwards .........................................................    $56,544           $67,818
      Capitalized start-up costs ...............................................................      2,576             3,942
      Accrued expenses .........................................................................     14,145               409
      Deferred interest expense ................................................................     36,133            15,735
                                                                                                   --------          --------
      Gross deferred income tax assets .........................................................    209,398            87,904
      Less valuation allowance for deferred income tax assets ..................................   (184,197)          (81,459)
                                                                                                   --------          --------
      Net deferred income tax assets ...........................................................     25,201             6,445
Deferred income tax liabilities, principally due to differences in depreciation and
      amortization .............................................................................    (25,201)           (6,445)
                                                                                                   --------          --------
      Net deferred income tax assets ...........................................................    (25,201)           (6,445)
                                                                                                    $    --            $   --
                                                                                                   ========          ========
</TABLE>


Deferred income tax assets and liabilities are recognized for differences
between the financial statement carrying amounts and the tax basis of assets and
liabilities which result in future deductible or taxable amounts and for net
operating loss and tax credit carryforwards. In assessing the realizability of
deferred income tax assets, management considers whether it is more likely than
not that some portion of the deferred income tax assets will be realized. The
ultimate realization of deferred income tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management has provided a valuation allowance
against all of its deferred income tax assets because the realization of those
deferred tax assets is uncertain.

The valuation allowance for deferred income tax assets as of September 30, 2002
and 2001 was $184.2 million and $81.5 million, respectively. The net change in
the total valuation allowance for the years ended September 30, 2002, 2001 and
2000 was an increase of $184.2 million, $44.7 million and $31.0 million,
respectively. The increase in valuation allowance is offset by $81.5 million of
valuation allowance associated with the acquisition of iPCS.

At September 30, 2002, the Company has net operating loss carryforwards for
Federal income tax purposes of approximately $445 million, which will expire in
various amounts beginning in the year 2019. The net operating loss carryforwards
that the Company may use to offset taxable income in future years is limited as
a result of an ownership change, as defined under Internal Revenue Code Section
382, which occurred effective with the Company's acquisition of iPCS on November
30, 2001. The amount of this annual limitation is approximately $74.3 million
per year. At September 30, 2002, the Company also has a South Carolina general
business credit carryforward of approximately $0.5 million available to offset
income tax expense from this state that will expire in the year 2009.

The net operating loss carryforward of $445 million includes deductions of
approximately $8.6 million related to the exercise of stock options, which will
be credited to additional paid in capital if recognized.

                                      F-22

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(10)  Goodwill and intangible assets

The changes in the carrying amount of goodwill between September 30, 2001 and
September 30, 2002 are as follows (dollars in thousands):
<TABLE>
<CAPTION>

<S>                                                                                                               <C>
Balance of goodwill as of September 30, 2001 .................................................................... $     -
   Goodwill acquired on November 30, 2001 (preliminary purchase price allocation) ...............................  387,392
   Adjustments to preliminary purchase price allocation during period ended March 31, 2002 ......................   73,528
   Goodwill impairments ......................................................................................... (460,920)
                                                                                                                  --------
Balance as of September 30, 2002 ................................................................................ $     -
                                                                                                                  ========
</TABLE>

The amortization of intangible assets for the years ended September 30, 2002 and
2001 was $39,332 and $46 (dollars in thousands), respectively.

The adjustment to the preliminary purchase price resulted from the receipt of
the final purchase price allocation report from the Company's valuation expert.
These adjustments reduced the intangible assigned to the right to provide
service under the Sprint Agreements by $94 million, increased goodwill by $73.5
million, adjusted other assets and liabilities by $6.9 million, and reduced the
deferred income tax liability by $27.4 million.

The amortization period, gross carrying amount, impairments, accumulated
amortization, and net carrying amount of intangible assets at September 30,
2002, are as follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                                  Gross                                          Net
                                               Amortization      carrying                      Accumulated     carrying
                                                  period          amount      Impairments     amortization      amount
                                               ------------       -------     -----------     ------------     ---------
<S>                                            <C>               <C>          <C>             <C>              <C>
Non-competition agreements - iPCS
    acquisition ............................... 6 months          $ 3,900     $      -          $ (3,900)      $    -
Non-competition agreements -
    AirGate store acquisitions ................ 24 months             159            -              (127)           32
Acquired subscriber base - iPCS acquisition ... 30 months          52,400        (6,640)         (17,465)       28,295
Right to provide service under the Sprint
    agreements - iPCS acquisition ............ 205 months         323,289      (305,403)         (17,886)           -
                                                                 --------     ---------         --------       -------
      Total ..................................                   $379,748     $(312,043)        $(39,378)      $28,327
                                                                 ========     =========         ========       =======
</TABLE>

The weighted average estimated useful lives of intangibles assets was
approximately 178.7 months or 14.9 years for the year ended September 30, 2002
with remaining useful lives of 20 months or 1.7 years for future periods as a
result of the impairments described in note 2.

      Estimated future amortization expense on intangible assets for the fiscal
years ended September 30,

     2003 ............................................................  $ 17,009
                                                                          ======
     2004 ............................................................  $ 11,318
                                                                          ======

(11)  Merger with iPCS, Inc.

On November 30, 2001, the Company completed the acquisition of iPCS. In light of
consolidation in the wireless communications industry in general and among
Sprint PCS network partners in particular, the Company's Board of Directors
believed that the merger represented a strategic opportunity to significantly
expand the size and scope of the Company's operations. The Company's Board of
Directors believed that, following the merger, the Company would have greater
financial flexibility, operational efficiencies and growth potential than the
Company would have on its own. In connection with the iPCS acquisition, the
Company issued 12.4 million shares of Company common stock valued at $57.16 per
share on November 30, 2001, which totaled $706.6 million. The Company reserved
an additional 1.1 million shares for issuance upon exercise of outstanding iPCS
options and warrants valued at $47.7 million using a Black-Scholes option
pricing model. The transaction was accounted for under the purchase method of
accounting. Accordingly, the Company engaged a nationally recognized valuation
expert to assist in the allocation of purchase price to the fair value of
identifiable assets and liabilities. Subsequently, certain

                                      F-23

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

former shareholders of iPCS sold 4.0 million shares of Company common stock in
an underwritten offering on December 18, 2001. The accounts of iPCS are included
in the Company's consolidated financial statements as of September 30, 2002 and
the results of operations subsequent to November 30, 2001.

The Company considers itself the acquiring entity for the following reasons. The
Company was the issuer of the equity shares in the merger, Company stockholders,
subsequent to the merger, held 53 percent of the combined entity, senior
management of the combined entity subsequent to the merger is comprised of
former senior management of the Company, Company stockholders, subsequent to the
merger, have the majority voting rights to elect the governing body of the
combined company, and the Company was the larger of the two entities prior to
the merger.

The total purchase price and the fair values of identifiable assets and
liabilities as of November 30, 2001 are summarized below (dollars in thousands).

     Stock issued .................................................  $ 706,645
     Value of options and warrants converted ......................     47,727
     Costs associated with acquisition ............................      7,730
     Liabilities assumed ..........................................    394,165
                                                                    ----------
              Total purchase price ................................ $1,156,267
                                                                    ==========

     Tangible assets ..............................................  $ 313,843
     Intangible assets ............................................    379,589
     Goodwill .....................................................    462,835
                                                                    ----------
              Total ............................................... $1,156,267
                                                                    ==========

As a result of the acquisition of iPCS, the Company recorded goodwill of
$462,835 and intangible assets of $379,589 (dollars in thousands):

<TABLE>
<CAPTION>


                                                                              Value         Amortization
                                                                            Assigned           Period
                                                                            --------        ------------

<S>                                                                     <C>                 <C>
     Acquired subscriber base ............................................   $52,400          30 months
     Non-competition agreements ..........................................     3,900           6 months
     Right to provide service under the Sprint Agreements ................   323,289         205 months
                                                                            --------
                                                                            $379,589
                                                                            ========
</TABLE>


The weighted average estimated useful lives of intangibles assets was
approximately 178.7 months or 14.9 years for the year ended September 30, 2002
and approximately 20 months or 1.6 years for future periods as a result of the
impairments described in note 2.

All of the goodwill and the majority of the intangibles were subsequently
impaired (see Note 2).

The unaudited pro forma condensed consolidated statements of operations for the
years ended September 30, 2002 and 2001, set forth below, present the results of
operations as if the acquisition had occurred at the beginning of each period
and are not necessarily indicative of future results or actual results that
would have been achieved had the acquisition occurred as of the beginning of
each period (dollars in thousands).

<TABLE>
<CAPTION>

                                                                                      Years Ended September 30,
                                                                                  ----------------------------------
                                                                                        2002             2001
                                                                                        ----             ----

<S>                                                                                 <C>                <C>
    Total revenues .............................................................    $   483,612        $ 259,214
                                                                                    ===========        =========
    Net loss ...................................................................    $(1,045,361)       $(246,032)
                                                                                    ===========        =========
    Basic and diluted net loss per share .......................................    $    (40.57)       $   (9.67)
                                                                                    ===========        =========
</TABLE>



                                      F-24

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(12) Commitments and Contingencies

(a) Operating Leases

The Company is obligated under non-cancelable operating lease agreements for
office space, cell sites, vehicles and office equipment. Future minimum annual
lease payments under non-cancelable operating lease agreements with remaining
terms greater than one year for the next five years and in the aggregate at
September 30, 2002, are as follows (dollars in thousands):

        Years ending September 30,
        --------------------------

        2003 ..............................................  $ 32,310
        2004 ..............................................    30,906
        2005 ..............................................    25,374
        2006 ..............................................    17,462
        2007 ..............................................    11,860
        Thereafter ........................................    28,401
                                                             --------
           Total future minimum annual lease payments .....  $146,313
                                                             ========

Rental expense for all operating leases was $30.0 million, $15.2 million and
$9.8 million for the years ended September 30, 2002, 2001 and 2000,
respectively.

(b) Employment Agreements

The Company has entered into employment agreements with certain employees that
define employment terms including salary, bonus and benefits to be provided to
the respective employees.

In May 2000, the Company entered into a retention bonus agreement with Thomas M.
Dougherty, its Chief Executive Officer. So long as Mr. Dougherty is not
terminated for cause or does not voluntarily terminate employment, the Company
must make on specified payment dates, generally quarterly, extending to January
15, 2004, periodic retention bonuses totaling $3.6 million. For the years ended
September 30, 2002, 2001 and 2000, the Company has recorded compensation expense
of $0.7 million, $0.7 million and $1.2 million, respectively, related to amounts
earned under the retention bonus agreement. Under the terms of the agreement,
partial acceleration of the future payments would occur upon a change in control
of the Company. The Company's commitment with respect to future payments at
September 30, 2002 was $1 million.

(c) Litigation

On July 3, 2002 the Federal Communications Commission (the "FCC") issued an
order in Sprint PCS v. AT&T for declaratory judgment holding that PCS wireless
carriers could not unilaterally impose terminating long distance access charges
pursuant to FCC rules. This FCC order did not preclude a finding of a
contractual basis for these charges, nor did it rule whether or not Sprint PCS
had such a contract with carriers such as AT&T. AirGate and iPCS have previously
received $3.9 and $1.0 million, respectively. This is comprised of $4.3 and $1.1
million, respectively, of terminating long distance access revenues, less $0.4
and $0.1 million, respectively, of associated affiliation fees held by Sprint
PCS and Sprint PCS has asserted its right to recover these revenues net of the
affiliation fees. As a result of this ruling, and our assessment of this
contingency under SFAS No. 5, "Accounting for Contingencies", the Company
recorded a charge to revenues during the quarter ended June 30, 2002 to fully
accrue for these amounts. However, we will continue to assess the ability of
Sprint, Sprint PCS or other carriers to recover these charges and the Company is
continuing to review the availability of defenses it may have against Sprint
PCS' claim to recover these revenues.

In May 2002, putative class action complaints were filed in the United States
District Court for the Northern District of Georgia against AirGate PCS, Inc.,
Thomas M. Dougherty, Barbara L. Blackford, Alan B. Catherall, Credit Suisse
First Boston, Lehman Brothers, UBS Warburg LLC, William Blair & Company, Thomas
Wiesel Partners LLC and TD Securities. The complaints do not specify an amount
or range of damages that the plaintiffs are seeking. The complaints seek class
certification and allege that the prospectus used in connection with the
secondary offering of Company stock by certain former iPCS shareholders on
December 18, 2001 contained materially false and misleading statements and
omitted material information necessary to make the statements in the prospectus
not false and misleading. The alleged omissions included (i) failure to disclose
that in order to complete an effective integration of iPCS, drastic changes
would have to be made to the Company's distribution channels, (ii) failure to
disclose that the sales force in the acquired iPCS markets would require
extensive restructuring and (iii) failure to disclose that the "churn" or
"turnover" rate for subscribers would increase as a result of an increase in the
amount of sub-prime credit quality subscribers the Company added from its merger
with iPCS. On July 15, 2002, certain plaintiffs and their counsel

                                      F-25

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

filed a motion seeking appointment as lead plaintiffs and lead counsel. On
November 26, 2002, the Court entered an Order requiring the Plaintiffs to
provide additional information in connection with their Motion for Appointment
as Lead Plaintiff and in December 2002, Plaintiffs submitted Declarations in
Support of Motion for Appointment of Lead Plaintiff. The Company believes the
plaintiffs' claims are without merit and intends to vigorously defend against
these claims. However, no assurance can be given as to the outcome of the
litigation.

(d)  401(k) Plan

Employer contributions under the Company's 401(k) plans for the years ended
September 30, 2002, 2001 and 2000 were $0.7, $0.6, and $0.2 million,
respectively.

(e)  Other

The Company is committed to make expenditures for certain outdoor advertising
and marketing sponsorships subsequent to September 30, 2002 totaling $1.1
million and $250,000, respectively. Additionally, the Company is committed to
making a future payment under a consulting contract of $580,000.

(13) Related Party Transactions and Transactions between AirGate and iPCS

See Note 4 for a discussion of transactions with Sprint.

Transactions between AirGate and iPCS

The Company formed AirGate Service Company, Inc. ("ServiceCo") to provide
management services to both AirGate and iPCS. ServiceCo is a wholly-owned
restricted subsidiary of AirGate. Personnel who provide general management
services to AirGate and iPCS have been leased to ServiceCo, which includes 190
employees at September 30, 2002. Generally, the management personnel include the
corporate staff in the Company's principal corporate offices in Atlanta and the
accounting staff in Geneseo, Illinois. ServiceCo expenses are allocated between
AirGate and iPCS based on the percentage of subscribers they contribute to the
total number of Company subscribers (the "ServiceCo Allocation"), which is
currently 60% AirGate and 40% iPCS. Expenses that are related to one company are
allocated to that company. Expenses that are related to ServiceCo or both
companies are allocated in accordance with the ServiceCo Allocation. For the
year ended September 30, 2002, iPCS paid ServiceCo a net total of $1.7 million
for ServiceCo expenses.

AirGate has completed transactions at arms-length in the normal course of
business with its unrestricted subsidiary iPCS. These transactions are comprised
of roaming revenue and expenses, inventory sales and purchases and sales of
network operating equipment as further described below.

In the normal course of business under AirGate's and iPCS' Sprint agreements,
AirGate's subscribers incur minutes of use in iPCS' territory causing AirGate to
incur roaming expense. In addition, iPCS' subscribers incur minutes of use in
AirGate's territory for which AirGate receives roaming revenue. AirGate received
$0.4 million of roaming revenue from iPCS and incurred $0.4 million of roaming
expense to iPCS during the year ended September 30, 2002. The reciprocal roaming
rate charged and other terms are established under AirGate's and iPCS' Sprint
agreements.

In order to optimize the most efficient use of certain models of handset
inventories in relation to regional demand, AirGate sold approximately $0.1
million of wireless handset inventories to iPCS. Additionally AirGate purchased
approximately $0.2 million of wireless handset inventories from iPCS. These
transactions were completed at fair value. At September 30, 2002, neither
AirGate nor iPCS were carrying any wireless handset inventory purchased from
each other.

AirGate sold approximately $0.2 million of network operating equipment to iPCS
in fiscal 2002 at fair value. Additionally, iPCS sold to AirGate approximately
$0.7 million of network operating equipment at fair value.

All of these transactions are eliminated in consolidation.

The terms and conditions of each of the transactions described above are
comparable to those that could have been obtained in transactions with
unaffiliated entities.

Transactions Involving Board Members

AirGate purchases certain telecommunication services for its network from New
South Communications. James Akerhielm, a member of AirGate's board of directors
during the year ended September 30, 2002, is the president and chief executive
officer and a member of the board of directors of New South Communications, Inc.
Mr. Akerhielm was elected to the board of directors of AirGate during May 2002.
For the year ended September 30, 2002, AirGate purchased $0.7 million of
telecommunication

                                      F-26

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

services from New South Communications, less than 1% of AirGate's revenues. The
terms and conditions of such transactions are comparable to those that could
have been obtained in transactions with unaffiliated entities.

Pursuant to his employment agreement, iPCS purchases consulting services from
Tim Yager who served on AirGate's Board of Directors during the year ended
September 30, 2002. For the year ended September 30, 2002, iPCS purchased $0.3
million of consulting services from Tim Yager.

Messrs. Akerhielm and Yager have both recently resigned from the Company's Board
of Directors.


(14)  Selected Quarterly Financial Data (Unaudited):
<TABLE>
<CAPTION>

                                                        First           Second          Third         Fourth
                                                       Quarter(a)      Quarter(b)      Quarter       Quarter(c)      Total
                                                       -------         -------         -------       -------         -----
<S>                                                   <C>             <C>             <C>           <C>            <C>
Year ended September 30, 2002:

      Total revenue ............................      $  81,699       $  114,897      $ 122,809     $  137,152     $  456,557
      Operating loss ...........................        (36,724)        (298,856)       (34,592)      (598,643)      (968,815)
      Net loss .................................        (29,644)        (301,910)       (50,079)      (614,984)      (996,617)
   Net loss per share--basic and diluted .......          (1.68)          (11.71)         (1.94)        (23.83)        (41.96)
Year ended September 30, 2001:
      Total revenue ............................      $  23,019       $   37,078      $  49,738     $   62,252     $  172,087
      Operating loss ...........................        (27,404)         (21,338)       (16,295)       (19,517)       (84,554)
      Net loss .................................        (33,863)         (28,372)       (23,743)       (25,012)      (110,990)
   Net loss per share--basic and diluted .......          (2.64)           (2.18)         (1.80)         (1.88)         (8.48)
</TABLE>

(a) Includes the acquisition of iPCS (see note 11)
(b) Includes a $261.2 million goodwill impairment charge (see note 2)
(c)  Includes impairment charges of $312.0 million related to intangible assets,
     $199.7 million related to goodwill and $44.5 million related to property
     and equipment (see notes 2 and 11)

(15)  Subsequent Events

During November 2002, the Company completed an amendment to the iPCS credit
facility that waived the minimum subscriber covenant for December 31, 2002 and
eliminated the $10.0 million liquidity requirement. The amount of the credit
facility was reduced by the same amount to $130.0 million and eliminated any
further availability under the iPCS credit facility.

On October 8, 2002 iPCS retained Houlihan Lokey Howard & Zukin Capital to review
iPCS' revised long range business plan, the strategic alternatives available to
iPCS and to assist iPCS in developing and implementing a plan to improve its
capital structure. Because current conditions in the capital markets make
additional financing unlikely, iPCS has undertaken efforts to restructure its
relationship with its secured lenders, its public noteholders and Sprint, and we
have begun restructuring discussions with informal committees of these
creditors. While the lenders and noteholders have expressed willingness to work
with iPCS, Sprint has informed us it is unwilling to restructure its agreements
with iPCS. Because of its deteriorating financial condition, iPCS expects to
seek protection under the federal bankruptcy laws in an effort to effect a
court-administered reorganization.

iPCS failed to deliver on December 30, 2002 the audited financial statements and
audit opinion required by the iPCS credit facility and the indenture under which
its notes are issued. Because of these events of default, the senior lenders
will have the ability to accelerate iPCS' payment obligations under the iPCS
credit facility and the holders of the iPCS notes will have the ability to
accelerate iPCS' payment obligations under iPCS' indenture, after giving notice
and the expiration of applicable cure periods. iPCS is working with its lenders
and noteholders on a forbearance agreement, however there is no assurance that
these negotiations will be successful. In any event, we anticipate that iPCS
will default on certain financial covenants as of March 31, 2003 and it is
probable that iPCS will file for bankruptcy in the near term. Such events are
also events of default under the iPCS credit facility.

On November 4, 2002, the Company was notified by Sprint that it intends to
reduce the reciprocal roaming rate from its current $0.10 per minute to $0.058
per minute in 2003. Currently the roaming revenue that the Company receives from
Sprint for Sprint and its network partners PCS subscribers using the Company's
network exceed those that the Company pays to Sprint and its PCS network
partners for the Company's subscribers using their networks. The change in the
roaming rate will decrease the Company's revenues, expenses and the Company's
net roaming margin, which is the difference between roaming revenue and roaming
expense, increase the Company's net loss and decrease cash flow from operations.

AirGate's credit facility requires that AirGate deliver audited financial
statements accompanied by an unqualified opinion of its independent auditors by
December 30, 2002, along with certain related documents. Similarly, AirGate's
notes require that

                                      F-27

<PAGE>

                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

AirGate deliver an audit opinion of its independent auditors, along with certain
related documents, by December 30, 2002. Because AirGate did not deliver the
required information on December 30, 2002, AirGate was in default under its
credit facility and the indenture governing its notes. Under the AirGate credit
facility and indenture, the default did not constitute an event of default until
the giving of notice and expiration of the applicable cure period. AirGate is
curing any defaults under the AirGate credit facility and indenture with the
filing of these consolidated financial statements.

On December 31, 2002, Standard & Poor's ("S&P") downgraded AirGate's corporate
rating from CCC+ to CCC- and its rating of the AirGate notes from CCC- to CC. In
addition, S&P downgraded iPCS' corporate rating from CCC- to CC and has placed
AirGate on credit watch with negative implications pending the cure of a default
under its credit facility and its notes.

In October 2002, the Company entered into a separation agreement and release
with its former Chief Financial Officer, who resigned as an officer of the
Company effective October 21, 2002, and as an employee of the Company effective
October 31, 2002. Pursuant to the separation agreement, the Company will pay to
the former Chief Financial Officer a severance payment in the amount equal to
$300,000, half of which will be paid bi-weekly for the first six months of
fiscal 2003. The remainder will be paid in a lump sum payment at the end of the
six-month period.

In addition, in connection with a reduction in workforce in October and December
2002, the Company became obligated in the three month period ended December 31,
2002 to pay a total of $1.1 million in severance payments.

(16)  Condensed Consolidating Financial Information

AGW Leasing Company, Inc. ("AGW") is a wholly-owned restricted subsidiary of
AirGate. AGW has fully and unconditionally guaranteed the AirGate notes and the
AirGate credit facility. AGW was formed to hold the real estate interests for
the Company's PCS network and retail operations. AGW also was a registrant under
the Company's registration statement declared effective by the Securities and
Exchange Commission on September 27, 1999. AGW jointly and severably guarantees
the Company's long-term debt.

AirGate Network Services LLC ("ANS") was created as a wholly-owned restricted
subsidiary of AirGate. ANS has fully and unconditionally guaranteed the AirGate
notes and AirGate credit facility. ANS was formed to provide construction
management services for the Company's PCS network. ANS jointly and severably
guarantees AirGate's long-term debt.

AirGate Service Company, Inc. ("Service Co") is a wholly-owned restricted
subsidiary of AirGate. Service Co has fully and unconditionally guaranteed the
AirGate notes and the AirGate credit facility. Service Co was formed to provide
management services to AirGate and iPCS. Service Co jointly and severably
guarantees AirGate's long-term debt.

iPCS is a wholly-owned unrestricted subsidiary of AirGate and operates as a
separate business. As an unrestricted subsidiary, iPCS provides no guarantee to
either the AirGate notes or the AirGate credit facility and AirGate and its
restricted subsidiaries provide no guarantee to the iPCS notes or the iPCS
credit facility.

                                      F-28

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

AGW, ANS, Service Co and iPCS are 100% owned by AirGate and no other persons
have equity interests in such entities.

The condensed consolidating financial information for AirGate, AGW, ANS, Service
Co and iPCS as of September 30, 2002 and for the year ended September 30, 2002
is as follows (dollars in thousands):
<TABLE>
<CAPTION>

                                       AGW     AirGate   AirGate                            iPCS
                                     Leasing   Network   Service              AirGate       Non-               Combined
                           AirGate   Company, Services,  Company,   Elimi-    Consol-     Guarantor  Elimi-     Company
                          PCS, Inc.    Inc.     LLC       Inc.      nation    idated(1)   Subsidiary  nations  Consolidated
                         ---------- --------- ---------  -------- --------- -----------  ----------- -------- ------------
<S>                     <C>          <C>       <C>        <C>      <C>       <C>         <C>         <C>      <C>
Cash and cash
  equivalents ......... $     4,769  $     --  $    118  $     --  $     --  $     4,887  $  27,588  $     --  $    32,475
Other current assets ..     122,869        --       529        --   (60,579)      62,819     35,593    (1,114)      97,298
                        -----------  --------  --------  --------  --------  -----------  ---------  --------  -----------
Total current assets ..     127,638        --       647        --   (60,579)      67,706     63,181    (1,114)     129,773
Property and
  equipment, net ......     168,163        --    45,614        --        --      213,777    185,378        --      399,155
Intangible assets,
  net .................       1,428        --        --        --        --        1,428     26,899        --       28,327
Investment in
  subsidiaries ........    (183,778)       --        --        --    84,506      (99,212)        --    99,212          --
Other noncurrent
  assets ..............       4,924        --        --        --        --        4,924     12,115        --       17,039
                        -----------  --------  --------  --------  --------  -----------  ---------  --------  -----------
Total assets .......... $   118,435  $     --  $ 46,261  $     --  $ 23,927  $   188,623  $ 287,573  $ 98,098  $   574,294
                        ===========  ========  ========  ========  ========  ===========  =========  ========  ===========

Current liabilities ... $    55,535  $ 44,859  $ 60,579  $ 25,329  $(60,579) $   125,723    369,564  $ (1,114) $   494,173
Long-term debt ........     354,264        --        --        --        --      354,264  $     564        --      354,828
Other long-term
  liabilities .........       1,583        --        --        --        --        1,583     16,657        --       18,240
                        -----------  --------  --------  --------  --------  ----------   ---------  --------  -----------
Total liabilities .....     411,382    44,859    60,579    25,329   (60,579)     481,570    386,785    (1,114)     867,241
                        -----------  --------  --------  --------  --------  -----------  ---------  --------  -----------

Stockholders' equity ..    (292,947)  (44,859)  (14,318)  (25,329)   84,506     (292,947)   (99,212)   99,212     (292,947)
                        -----------  --------  --------  --------  --------  -----------  ---------  --------  -----------
Total liabilities and
  stockholders' equity
  (deficit) ........... $   118,435  $     --  $ 46,261  $     --  $ 23,927  $   188,623  $ 287,573  $ 98,098  $  574,294
                        ===========  ========  ========  ========  ========  ===========  =========  ========  ===========

Total revenues ........ $   313,544  $     --  $     --  $     --  $     --  $   313,544  $ 144,080  $ (1,067) $   456,557

Cost of revenues ......    (214,546)  (15,219)       --    (3,140)    1,142     (231,763)  (124,031)    1,067     (354,727)
Selling and marketing .     (73,603)   (2,754)       --    (4,169)    1,516      (79,010)   (37,511)       --     (116,521)
General and
  administrative ......      (5,580)     (585)       --   (18,020)    6,554      (17,631)    (7,708)       --      (25,339)
Depreciation and
  amortization ........     (68,124)       --    (8,357)       --        --      (76,481)   (33,048)       --     (109,529)
Other, net ............     (36,759)       --     1,891        --        --      (34,868)   (22,464)       --      (57,332)
Loss on disposal of
  property and
  equipment ...........        (717)       --      (357)       --        --       (1,074)        --        --       (1,074)
Impairment of goodwill     (452,860)       --        --        --        --     (452,860)    (8,060)       --     (460,920)
Impairment of
  property and
  equipment ...........          --        --        --        --        --           --    (44,450)       --      (44,450)
Impairment of
  intangible assets ...    (312,043)       --        --        --        --     (312,043)        --        --     (312,043)
                        -----------  --------  --------  --------   -------  -----------  ---------  --------  -----------
Total expenses ........  (1,164,232)  (18,558)   (6,823)  (25,329)    9,212   (1,205,730)  (277,272)    1,067   (1,481,935)
                        -----------  --------  --------  --------  --------  -----------  ---------  --------  -----------

Loss in subsidiaries ..    (174,690)       --        --        --    41,498     (133,192)        --   133,192           --
Loss before income
  tax benefit .........  (1,025,378)  (18,558)   (6,823)  (25,329)   50,710   (1,025,378)  (133,192)  133,192   (1,025,378)
Income tax benefit ....      28,761        --        --        --        --       28,761         --        --       28,761
                        -----------  --------  --------  --------   -------  -----------  ---------  --------  -----------
Net loss .............. $  (996,617) $(18,558) $ (6,823) $(25,329) $ 50,710  $  (996,617) $(133,192) $133,192  $  (996,617)
                        ===========  ========  ========  ========  ========  ===========  =========  ========  ===========

Operating activities ..     (24,735)       --       275        --        --      (24,460)   (20,782)       --      (45,242)
Investing activities ..     (22,993)       --        --        --        --      (22,993)   (55,722)       --      (78,716)
Financing activities ..      62,452        --        --        --        --       62,452     79,691        --      142,143
                        -----------  --------  --------  --------   -------  -----------  ---------   -------  -----------

Increase in cash or
  cash equivalents ....      14,724        --       275        --        --       14,999      3,186        --       18,185
Cash and cash
  equivalents at
  beginning of year ...      (9,955) $     --      (157)       --        --      (10,112)    24,402        --       14,290
                        -----------  --------  --------  --------   -------  -----------  ---------   -------  -----------
Cash and cash
  equivalents at end
  of year ............. $     4,769  $     --  $    118  $     --  $     --   $    4,887  $  27,588   $    --  $    32,475
                        ===========  ========  ========  ========  ========   ==========  =========  ========  ===========

</TABLE>
(1)  Amounts in the column for AirGate consolidated include the effects of
     purchase accounting related to the iPCS acquisition.


                                      F-29

<PAGE>
                       AIRGATE PCS, INC. AND SUBSIDIARIES
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The condensed consolidating financial information for the Company as of
September 30, 2001 and for the year ended September 30, 2001 is as follows
(dollars in thousands):

<TABLE>
<CAPTION>
                                                                       AGW          AirGate
                                                                     Leasing        Network
                                                      AirGate        Company,       Services,
                                                     PCS, Inc.         Inc.            LLC        Eliminations     Consolidation
                                                    ----------       --------       ---------     ------------     -------------
<S>                                                 <C>             <C>            <C>            <C>              <C>

Cash and cash equivalents ........................  $    14,447     $      --      $      (157)   $        --      $       14,290
Other current assets .............................

Property and equipment, net ......................      160,203            --           49,123             --             209,326
Investment in subsidiaries .......................       37,540            --             --            (37,540)             --
Other assets .....................................      142,738            --              501          (85,845)           57,394
                                                    ------------    ------------   ------------   --------------   ---------------
      Total assets ...............................  $   354,928     $      --      $    49,467    $    (123,385)   $      281,010
                                                    ============    ============   ============   ==============   ===============
Current liabilities ..............................  $    64,580     $    26,301    $    56,962    $     (85,845)   $       61,998
Long-term debt ...................................      266,326            --             --               --             266,326
Other long-term liabilities ......................        5,410            --             --               --               5,410
                                                    ------------    ------------   ------------   --------------   ---------------
      Total liabilities ..........................      336,316          26,301         56,962          (85,845)          333,734
                                                    -----------     -----------    -----------    -------------    --------------
Stockholders' equity (deficit) ...................       18,612         (26,301)        (7,495)         (37,540)          (52,724)
                                                    ------------    ------------   ------------   --------------   ---------------
      Total liabilities and stockholders'
         equity (deficit) ........................  $   354,928     $      --      $    49,467    $    (123,385)   $      281,010
                                                    ============    ============   ============   ==============   ===============
</TABLE>



<TABLE>
<CAPTION>
                                                                        AGW          AirGate
                                                                      Leasing        Network
                                                      AirGate        Company,       Services,
                                                     PCS, Inc.         Inc.            LLC        Eliminations     Consolidation
                                                    ----------       --------       ---------     ------------     -------------
<S>                                                 <C>             <C>            <C>            <C>              <C>

Total revenues ...................................  $   172,087     $      --      $      --      $       --       $      172,087
Cost of revenues .................................     (124,022)        (12,928)          --              --             (136,950)
Selling and marketing ............................      (69,833)         (1,784)          --              --              (71,617)
General and administrative .......................      (14,563)           (866)          (313)           --              (15,742)
Depreciation and amortization ....................      (23,354)           --           (7,313)           --              (30,667)
Other, net .......................................      (30,092)           --            1,991            --              (28,101)
                                                    ------------    ------------   ------------   -------------    ---------------
      Total expenses .............................     (261,864)        (15,578)        (5,635)           --             (283,077)
                                                    ------------    ------------   ------------   -------------    ---------------
Loss in subsidiaries .............................      (21,213)           --             --             21,213               --
                                                    ------------    ------------   ------------   -------------    ---------------
Net loss .........................................  $  (110,990)    $   (15,578)   $    (5,635)   $       --       $     (110,990)
                                                    ============    ============   ============   =============    ===============
Operating activities .............................  $   (53,024)           --      $    12,174            --       $      (40,850)
Investing activities .............................      (59,693)           --          (12,079)           --              (71,772)
Financing activities .............................       68,528            --             --              --               68,528
                                                    ------------    ------------   ------------   -------------    ---------------
Decrease in cash or cash equivalents .............      (44,189)           --               95            --              (44,094)
Cash and cash equivalents at beginning of year ...       58,636            --             (252)           --               58,384
                                                    ------------    ------------   ------------   -------------    ---------------
Cash and cash equivalents at end of year .........  $    14,447     $      --      $      (157)   $       --       $       14,290
                                                    ============    ============   ============   =============    ===============

</TABLE>
The condensed consolidating financial information for the Company for the year
ended September 30, 2000 is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                       AGW          AirGate
                                                                     Leasing        Network
                                                     AirGate        Company,       Services,
                                                     PCS, Inc.         Inc.            LLC        Eliminations     Consolidation
                                                    ----------       --------       ---------     ------------     -------------
<S>                                                 <C>             <C>            <C>            <C>              <C>

Total revenues ...................................  $    25,065     $      --      $      --       $       --      $       25,065
Cost of revenues .................................      (24,598)         (8,857)          --               --             (33,455)
Selling and marketing ............................      (27,832)           (525)          --               --             (28,357)
General and administrative .......................      (12,108)         (1,440)          (530)            --             (14,078)
Depreciation and amortization ....................       (8,583)           --           (3,451)            --             (12,034
Other, net .......................................      (18,464)           --             --               --             (18,464)
                                                    ------------    ------------   ------------    -------------   ---------------
      Total expenses .............................      (91,585)        (10,822)        (3,981)            --            (106,388)
                                                    ------------    ------------   ------------    -------------   ---------------
Loss in subsidiaries .............................      (14,803)           --             --              14,803              --
                                                    ------------    ------------   ------------   -------------    ---------------
Net loss .........................................  $   (81,323)    $   (10,822)   $    (3,981)    $      14,803   $      (81,323)
                                                    ===========     ============   ============    =============   ===============
Operating activities .............................  $   (89,165)           --      $    47,556             --      $      (41,609)
Investing activities .............................     (104,589)           --          (47,808)            --            (152,397)
Financing activities .............................       (6,510)           --             --               --              (6,510)
                                                    ------------    ------------   ------------    -------------   ---------------
Decrease in cash or cash equivalents .............     (200,264)           --             (252)            --            (200,516)
Cash and cash equivalents at beginning of year ...      258,900            --             --               --             258,900
                                                    ------------    ------------   ------------    -------------   ---------------
Cash and cash equivalents at end of year .........  $    58,636     $      --      $      (252)            --      $       58,384
                                                    ===========     ============   ============    =============   ===============

</TABLE>

                                      F-30

<PAGE>

Independent Auditors' Report

The Board of Directors
AirGate PCS, Inc.:

     Under date of January 10, 2003, we reported on the consolidated balance
sheets of AirGate PCS, Inc. and subsidiaries as of September 30, 2002 and 2001,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the three-year period ended
September 30, 2002. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedule included in the annual report on Form 10-K/A, as listed in
the index under Item 15(b). This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

    In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

     As discussed in notes 1 and 6 to the consolidated financial statements, the
Company's wholly-owned, unrestricted subsidiary, iPCS, Inc., is in default under
provisions of its credit agreements, and substantially all of its debt is
classified as a current liability. iPCS, Inc. has been unable to restructure its
debt and secure additional financing necessary to fund its operations and,
accordingly, iPCS, Inc. intends to file for reorganization and protection from
its creditors under Chapter 11 of the United States Bankruptcy Code in early
2003 either as a part of a consensual restructuring or in an effort to effect a
court administered reorganization. iPCS, Inc. represents approximately 32% of
total consolidated revenues for the year ended September 30, 2002 and 50% of the
total consolidated assets at September 30, 2002. AirGate PCS, Inc. and its
restricted subsidiaries are generally precluded by its credit agreements from
providing financial support to iPCS, Inc. Although the ultimate impact of the
planned iPCS, Inc. bankruptcy filing is not presently determinable, management
believes that the bankruptcy proceedings will not have a significant adverse
effect on the liquidity of AirGate PCS, Inc. and its restricted subsidiaries
through fiscal 2003.


/s/ KPMG LLP

Atlanta, Georgia
January 10, 2003



                                      F-31


<PAGE>


                       AIRGATE PCS, INC. AND SUBSIDIARIES

           CONSOLIDATED SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
              For the Years Ended September 30, 2002, 2001 and 2000
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                     Additions
                                                             ------------------------
                                              Balance at        Charges to                                Balance
                                             Beginning of       Costs and                                at End of
               Classification                  Period           Expenses      Other        Deductions    a Period
              ----------------              -------------    -------------  ---------     ------------  -----------
<S>                                        <C>                 <C>          <C>           <C>           <C>
September 30, 2002
      Allowance for Doubtful Accounts ....  $   2,759           26,933(1)   23,406(2)      (45,888)(3)  $   11,256
                                                                             4,046(4)
      Income Tax Valuation Allowance .....  $  81,459          184,197(6)       --         (81,459)(5)  $  184,197
September 30, 2001
      Allowance for Doubtful Accounts ....  $     563            8,125(1)    2,874(2)       (8,803)(3)  $    2,759
      Income Tax Valuation Allowance .....  $  36,762           44,697(6)       --              --      $   81,459
September 30, 2000
      Allowance for Doubtful Accounts ....  $     --               563(1)       --              --      $      563
      Income Tax Valuation Allowance .....  $   5,762           31,000(6)       --              --      $   36,762
</TABLE>


(1)  Amounts represent provisions for doubtful accounts charged to cost of
     service and roaming.
(2)  Amounts represent provisions for late payment fees, early cancellation
     fees, first payment default customers, and other billing adjustments
     charged to subscriber revenues.
(3)  Amounts represent write-offs of uncollectible customer accounts.
(4)  Amount represents the allowance for doubtful accounts of iPCS, Inc. as of
     November 30, 2001, the date of acquisition.
(5)  Amount represents a decrease in the valuation allowance associated with
     acquisition of iPCS, Inc. on November 30, 2001.
(6)  Amounts represent increases in the valuation allowance for deferred income
     tax assets to reduce them to the amount believed to be realizable.

                                      F-32


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>dex31.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>

Exhibit 3.1
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                AIRGATE PCS, INC.

     The present name of the  corporation  is AirGate PCS, Inc. The  corporation
was incorporated  under the name "AirGate  Wireless,  Inc." by the filing of its
original  Certificate of Incorporation  with the Secretary of State of the State
of Delaware on October 14, 1998. This Restated  Certificate of  Incorporation of
the  corporation  only  restates and  integrates  and does not further amend the
provisions   of  the   corporation's   Amended  and  Restated   Certificate   of
Incorporation  as  theretofore   amended  or  supplemented,   and  there  is  no
discrepancy  between  those  provisions  and  the  provisions  of  the  Restated
Certificate of  Incorporation.  This Restated  Certificate of Incorporation  was
duly adopted in  accordance  with the  provisions  of Section 245 of the General
Corporation Law of the State of Delaware.  The Amended and Restated  Certificate
of  Incorporation  of the corporation is hereby restated to read in its entirety
as follows:

                                    ARTICLE I

     The name of the Corporation is:

     AirGate PCS, Inc. (formerly AirGate Wireless, Inc.).

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is The Corporation  Trust Center,  1209 Orange Street in the City of Wilmington,
County of New Castle.  The name of the  registered  agent at that address is The
Corporation Trust Company.

                                   ARTICLE III

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of
the State of Delaware.


                                   ARTICLE IV

A.   The total  number of shares of all classes of stock  which the  Corporation
     shall  have   authority  to  issue  is   one-hundred   fifty-five   million
     (155,000,000) of stock consisting of:

     1.   One-hundred  fifty million  (150,000,000)  shares of Common Stock, par
          value one cent ($.01) per share.

     2.   Five million (5,000,000) shares of Preferred Stock, par value one cent
          ($.01) per share.

B.   The Board of Directors is authorized, subject to any limitations prescribed
     by law to provide  for the  issuance  of the shares of  Preferred  Stock in
     series,  and by filing a certificate  pursuant to the applicable law of the
     State of Delaware  (such  certificate  being  hereinafter  referred to as a
     "preferred Stock  Designation"),  to establish from time to time the number
     of shares to be included in each such series,  and to fix the  designation,
     powers,  preferences,  and rights of the shares of each such series and any
     qualifications,   limitations  or  restrictions   thereof.  The  number  of
     authorized shares of Preferred Stock may be increased or decreased (but not
     below the number of shares  thereof then  outstanding)  by the  affirmative
     vote of the  holders of the  Preferred  Stock,  or of any  series  thereof,
     unless a vote of any such holders is required  pursuant to the terms of any
     Preferred Stock Designation.

                                    ARTICLE V

     The Following  provisions  are inserted for the  management of the business
and the conduct of the affairs of the Corporation,  and for further  definition,
limitation and regulation of the powers of the  Corporation and of its Directors
and stockholders:

A.   The  business and affairs of the  Corporation  shall be managed by or under
     the  direction  of the Board of  Directors.  In  addition to the powers and
     authority  expressly  conferred upon them by statute or by this Amended and
     Restated  Certificate of  Incorporation  or the By-Laws of the Corporation,
     the Directors  hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

B.   The  Directors  of the  Corporation  need not be elected by written  ballot
     unless the By-Laws so provide.

C.   So long as there is more than one shareholder of the Corporation, no action
     required to be taken or which may be taken at any annual or special meeting
     of stockholders of the Corporation may be taken without a meeting,  and the
     power of the stockholders to consent in writing,  without a meeting, to the
     taking of any action is specifically denied.

D.   Special  meetings of  stockholders of the Corporation may be called only by
     the Board of Directors  pursuant to a  resolution  adopted by a majority of
     the Whole Board or as otherwise  provided in the  By-Laws.  The term "Whole
     Board" shall mean the total number of authorized  directorships (whether or
     not there exist any vacancies in previously authorized directorships at the
     time any such resolution is presented to the Board for adoption).

E.   The  holders  of the  Common  Stock  shall  have no  preemptive  rights  to
     subscribe for any shares of any class of stock of the  Corporation  whether
     now or hereafter authorized.

F.   The  Corporation  and the holders of its Common Stock shall be bound to (i)
     any and all provisions of Section 11 of the Sprint PCS Management Agreement
     dated July 22, 1998 (the "Agreement") between AirGate Wireless, LLC, Sprint
     Spectrum L.P.,  Sprint  Communications  Company,  L.P. and SprintCom,  Inc.
     assigned to the Corporation in November of 1998, which provide for the sale
     of the  operating  assets  of  the  Corporation  to  SprintCom,  Inc.  upon
     non-renewal (as defined under the Agreement) and/or an event of termination
     (as set forth under Section 11 of the Agreement), said Agreement (including
     Section  11)  having  been  duly  approved  and  ratified  by the  Board of
     Directors of the  Corporation  and ratified by the sole  stockholder of the
     Corporation;  and (ii) the sale of the Operating  Assets of the Corporation
     pursuant to the consent and agreement to be entered into by Sprint Spectrum
     L.P.,  Sprint  Communications  Company,  L.P.,  SprintCom,  Inc.,  and  the
     Corporation's Senior Lenders, said sale of the Operating Assets having been
     duly approved and ratified by the Board of Directors of the Corporation and
     ratified by the sole stockholder of the Corporation. The purchase price for
     such Operating Assets will be based on a formula set forth in Section 11 of
     the  Agreement  as  modified  by  the  consent  and   agreement   with  the
     Corporation's Senior Lenders.

                                   ARTICLE VI

A.   The number of Directors shall be fixed from time to time exclusively by the
     Board of Directors  pursuant to a  resolution  adopted by a majority of the
     Whole Board.  The Directors shall be divided into three classes,  as nearly
     equal in numbers as the then total  number of  directors  constituting  the
     entire  Board  permits with the term of office of one class  expiring  each
     year. At the annual meeting of  stockholders in 1999 directors of the first
     class  shall be elected to hold  officer  for a term  expiring  at the next
     succeeding annual meeting, director of the second class shall be elected to
     hold office for a term expiring at the second  succeeding  annual  meeting,
     and directors of the third class shall be elected to hold office for a term
     expiring  at the  third  succeeding  annual  meeting.  Notwithstanding  the
     foregoing, and except as otherwise required by law, whenever the holders of
     any one or more  series of  Preferred  Stock  shall have the right,  voting
     separately as a class,  to elect one or more directors of the  Corporation,
     the terms of the director or directors elected by such holders shall expire
     at the next  succeeding  annual  meeting of  stockholders.  At each  annual
     meeting of stockholders following such initial classification and election,
     Directors  elected to succeed those  Directors  whose terms expire shall be
     elected  for a term of office to  expire  at the  third  succeeding  annual
     meeting of  stockholders  after their  election  with each Director to hold
     office  until  his or her  successor  shall  have  been  duly  elected  and
     qualified.

B.   Subject  to  the  rights  of  holders  of any  series  of  Preferred  Stock
     outstanding, the newly created directorships resulting from any increase in
     the  authorized  number  of  Directors  or any  vacancies  in the  Board of
     Directors resulting from death, resignation, retirement,  disqualification,
     removal from office or other cause may be filled only by a majority vote of
     the Directors then in office,  though less than a quorum,  and Directors so
     chosen  shall hold  office  for a term  expiring  at the annual  meeting of
     stockholders  at which the term of  office of the class to which  they have
     been chosen  expires.  No decrease in the number of Directors  constituting
     the Board of Directors shall shorten the term of any incumbent Director.

C.   Advance notice of stockholder nominations for the election of Directors and
     of  business  to be  brought  by  stockholders  before  any  meeting of the
     stockholders  of the  Corporation  shall be given in the manner provided in
     the Bylaws of the Corporation.


D.   Notwithstanding   any  other   provisions  of  this  Amended  and  Restated
     Certificate  of  Incorporation  or  the  Bylaws  of  the  Corporation,  any
     Director,  or the entire Board of Directors,  may be removed from office at
     any  time,  but only for  cause  and  only by the  affirmative  vote of the
     holders  of at  least  80  percent  of  the  voting  power  of  all  of the
     then-outstanding  shares of capital  stock of the  Corporation  entitled to
     vote  generally in the election of Directors,  voting  together as a single
     class.  Notwithstanding the foregoing,  and except as otherwise required by
     law,  whenever  the  holders of any one or more series of  Preferred  Stock
     shall have the right,  voting  separately as a class,  to elect one or more
     directors of the  Corporation,  the provisions of section D of this Article
     shall not apply with respect to the  Director or Directors  elected by such
     holders of Preferred Stock.

                                   ARTICLE VII

     The Board of  Directors is  expressly  empowered to adopt,  amend or repeal
Bylaws of the  Corporation.  Any adoption,  amendment or repeal of the Bylaws of
the  Corporation  by the Board of  Directors  shall  require  the  approval of a
majority of the Whole Board.  The term "Whole Board" shall mean the total number
of  authorized  directorships  (whether  or not  there  exist any  vacancies  in
previously authorized  directorships at the time such resolution is presented to
the Board of Directors for adoption).  The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation provided, however, that, in
addition  to any vote of the  holders  of any  class or  series of stock of this
Corporation  required  by law  or by  this  Certificate  of  Incorporation,  the
affirmative  vote of the  holders of at least 80 percent of the voting  power of
all of the  then-outstanding  shares  of the  capital  stock of the  Corporation
entitled to vote  generally in the election of Directors,  voting  together as a
single class,  shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation.

                                  ARTICLE VIII

A.   In addition to any affirmative  vote required by law or this Certificate of
     Incorporation,  and except as otherwise  expressly provided in this Article
     VIII:

     1.   any merger or  consolidation  of the Corporation or any Subsidiary (as
          hereinafter   defined)  with:  (i)  any  Interested   Stockholder  (as
          hereinafter  defined);  or (ii) any other corporation  (whether or not
          itself an  Interested  Stockholder)  which is, or after such merger or
          consolidation  would be, an Affiliate (as  hereinafter  defined) of an
          Interested Stockholder; or

     2.   any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
          disposition  (in one  transaction or a series of  transactions)  to or
          with any  Interested  Stockholder,  or any Affiliate of any Interested
          Stockholder, of any assets of the Corporation or any Subsidiary having
          an aggregate Fair Market Value (as  hereinafter  defined)  equaling or
          exceeding 25% or more of the combined  assets of the  Corporation  and
          its Subsidiaries; or

     3.   the issuance or transfer by the  Corporation or any Subsidiary (in one
          transaction  or a series of  transactions)  of any  securities  of the
          Corporation  or any  Subsidiary to any  Interested  Stockholder or any
          Affiliate  of  any  Interested   Stockholder  in  exchange  for  cash,
          securities  or other  property (or a  combination  thereof)  having an
          aggregate  Fair  Market  Value (as  hereinafter  defined)  equaling or
          exceeding  25% of the combined  Fair Market  Value of the  outstanding
          common stock of the Corporation and its  Subsidiaries,  except for any
          issuance or  transfer  pursuant  to an  employee  benefit  plan of the
          Corporation or any Subsidiary thereof; or

     4.   of any plan or proposal  for the  liquidation  or  dissolution  of the
          Corporation  proposed by or on behalf of an Interested  Stockholder or
          any Affiliate of any Interested Stockholder; or

     5.   any  reclassification  of  securities  (including  any  reverse  stock
          split),  or  recapitalization  of the  Corporation,  or any  merger or
          consolidation  of the Corporation  with any of its Subsidiaries or any
          other transaction  (whether or not with or into or otherwise involving
          an  Interested   Stockholder)  which  has  the  effect,   directly  or
          indirectly,  of increasing the proportionate  share of the outstanding
          shares  of any  class  of  equity  or  convertible  securities  of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any  Interested   Stockholder  or  any  Affiliate  of  any  Interested
          Stockholder;

     6.   shall require the  affirmative  vote of the holders of at least 80% of
          the  voting  power  of the  then-outstanding  shares  of  stock of the
          Corporation entitled to vote in the election of Directors (the "Voting
          Stock") (after giving effect to the provisions of Article IV),  voting
          together as a single class.  Such  affirmative  vote shall be required
          notwithstanding  the  fact  that no vote  may be  required,  or that a
          lesser percentage may be specified,  by law or by any other provisions
          of  this   Certificate  of   Incorporation   or  any  Preferred  Stock
          Designation or in any agreement with any national  securities exchange
          or otherwise.

          The term  "Business  Combination"  as used in this  Article VIII shall
          mean  any  transaction  which  is  referred  to in any  one or more of
          paragraphs 1 through 5 of Section A of this Article VIII.


B.   The provisions of Section A of this Article VIII shall not be applicable to
     any particular Business  Combination,  and such Business  Combination shall
     require only the affirmative vote of the majority of the outstanding shares
     of capital stock  entitled to vote after giving effect to the provisions of
     Article  IV,  or such  vote  (if  any),  as is  required  by law or by this
     Certificate of Incorporation,  if, in the case of any Business  Combination
     that does not involve any cash or other consideration being received by the
     stockholders of the Corporation solely in their capacity as stockholders of
     the Corporation,  the condition  specified in the following  paragraph 1 is
     met  or,  in  the  case  of  any  other  Business  Combination,  all of the
     conditions specified in either of the following paragraphs 1 or 2 are met:


     1.   The Business Combination shall have been approved by a majority of the
          Disinterested Directors (as hereinafter defined).


     2.   All of the following conditions shall have been met:

          a.   The aggregate  amount of the cash and the Fair Market Value as of
               the  date of the  consummation  of the  Business  Combination  of
               consideration  other  than cash to be  received  per share by the
               holders of Common  Stock in such  Business  Combination  shall at
               least be equal to the higher of the following:

               (1)  (if  applicable) the Highest Per Share Price (as hereinafter
                    defined),  including  any  brokerage  commissions,  transfer
                    taxes and soliciting  dealers' fees,  paid by the Interested
                    Stockholder  or any of its  Affiliates  for  any  shares  of
                    Common Stock acquired by it: (i) within the two-year  period
                    immediately  prior to the first public  announcement  of the
                    proposal  of the  Business  Combination  (the  "Announcement
                    Date");  or (ii) in the  transaction  in which it  became an
                    Interested Stockholder, whichever is higher; or

               (2)  the Fair  Market  Value  per  share of  Common  Stock on the
                    Announcement  Date or on the  date on which  the  Interested
                    Stockholder  became an Interested  Stockholder  (such latter
                    date  is   referred   to  in  this   Article   VIII  as  the
                    "Determination Date"), whichever is higher.

          b.   The aggregate  amount of the cash and the Fair Market Value as of
               the  date of the  consummation  of the  Business  Combination  of
               consideration other than cash to be received per share by holders
               of shares of any class of  outstanding  Voting  Stock  other than
               Common  Stock  shall be at  least  equal  to the  highest  of the
               following  (it  being  intended  that  the  requirements  of this
               subparagraph  (b) shall be  required  to be met with  respect  to
               every such class of outstanding Voting Stock,  whether or not the
               Interested  Stockholder  has previously  acquired any shares of a
               particular class of Voting Stock):

               (1)  (if  applicable) the Highest Per Share Price (as hereinafter
                    defined),  including  any  brokerage  commissions,  transfer
                    taxes and soliciting  dealers' fees,  paid by the Interested
                    Stockholder  for any  shares of such  class of Voting  Stock
                    acquired by it: (i) within the two-year  period  immediately
                    prior to the  Announcement  Date; or (ii) in the transaction
                    in which it became an Interested  Stockholder,  whichever is
                    higher; or

               (2)  (if applicable) the highest preferential amount per share to
                    which the  holders of shares of such  class of Voting  Stock
                    are entitled in the event of any  voluntary  or  involuntary
                    liquidation,  dissolution or winding up of the  Corporation;
                    or

               (3)  the Fair  Market  Value  per  share of such  class of Voting
                    Stock on the Announcement Date or on the Determination Date,
                    whichever is higher.

          c.   The consideration to be received by holders of a particular class
               of outstanding  Voting Stock (including Common Stock) shall be in
               cash  or in the  same  form  as the  Interested  Stockholder  has
               previously  paid for shares of such class of Voting Stock. If the
               Interested Stockholder has paid for shares of any class of Voting
               Stock  with  varying   forms  of   consideration,   the  form  of
               consideration  to be  received  per share by holders of shares of
               such class of Voting  Stock shall be either cash or the form used
               to acquire the  largest  number of shares of such class of Voting
               Stock  previously  acquired by the  Interested  Stockholder.  The
               price  determined in  accordance  with  subparagraph  B.2 of this
               Article VIII shall be subject to  appropriate  adjustment  in the
               event of any stock dividend,  stock split,  combination of shares
               or similar event.

          d.   After  such  Interested  Stockholder  has  become  an  Interested
               Stockholder  and  prior  to the  consummation  of  such  Business
               Combination:  (1)  except  as  approved  by  a  majority  of  the
               Disinterested  Directors (as  hereinafter  defined),  there shall
               have been no  failure  to  declare  and pay at the  regular  date
               therefor any full quarterly dividends (whether or not cumulative)
               on any outstanding  stock having preference over the Common Stock
               as to dividends or liquidation; (2) there shall have been: (i) no
               reduction  in the  annual  rate of  dividends  paid on the Common
               Stock  (except as  necessary  to reflect any  subdivision  of the
               Common   Stock),   except  as  approved  by  a  majority  of  the
               Disinterested Directors; and (ii) an increase in such annual rate
               of  dividends  as  necessary  to  reflect  any   reclassification
               (including   any   reverse   stock   split),    recapitalization,
               reorganization or any similar transaction which has the effect of
               reducing the number of  outstanding  shares of the Common  Stock,
               unless the failure to so increase such annual rate is approved by
               a majority of the  Disinterested  Directors,  and(3) neither such
               Interested Stockholder or any of its Affiliates shall have become
               the  beneficial  owner of any  additional  shares of Voting Stock
               except  as  part  of  the  transaction   which  results  in  such
               Interested Stockholder becoming an Interested Stockholder.

          e.   After  such  Interested  Stockholder  has  become  an  Interested
               Stockholder,  such Interested Stockholder shall not have received
               the benefit,  directly or indirectly (except proportionately as a
               stockholder),  of any  loans,  advances,  guarantees,  pledges or
               other  financial  assistance  or any tax  credits  or  other  tax
               advantages provided,  directly or indirectly, by the Corporation,
               whether in  anticipation  of or in connection  with such Business
               Combination or otherwise.

          f.   A proxy or information statement describing the proposed Business
               Combination and complying with the requirements of the Securities
               Exchange Act of 1934, as amended,  and the rules and  regulations
               thereunder (or any subsequent  provisions replacing such Act, and
               the  rules  or  regulations   thereunder)   shall  be  mailed  to
               stockholders  of the  Corporation  at least 30 days  prior to the
               consummation  of such Business  Combination  (whether or not such
               proxy or information  statement is required to be mailed pursuant
               to such Act or subsequent provisions).

C.   For the purposes of this Article VIII:

     1.   A "Person"  shall  include an  individual,  a firm,  a group acting in
          concert,  a  corporation,  a  partnership,  an  association,  a  joint
          venture,  a pool, a joint stock company,  a trust,  an  unincorporated
          organization or similar company, a syndicate or any other group formed
          for the purpose of  acquiring,  holding or disposing of  securities or
          any other entity.

     2.   "Interested  Stockholder"  shall  mean  any  person  (other  than  the
          Corporation  or any  Holding  Company or  Subsidiary  thereof)  who or
          which:

          a.   is the beneficial owner, directly or indirectly, of more than 10%
               of the voting power of the outstanding Voting Stock; or

          b.   is an  Affiliate  of the  Corporation  and at any time within the
               two-year period immediately prior to the date in question was the
               beneficial owner,  directly or indirectly,  of 10% or more of the
               voting power of the then outstanding Voting Stock; or

          c.   is an assignee  of or has  otherwise  succeeded  to any shares of
               Voting  Stock which were at any time within the  two-year  period
               immediately prior to the date in question  beneficially  owned by
               any  Interested  Stockholder,  if such  assignment  or succession
               shall have occurred in the course of a  transaction  or series of
               transactions  not involving a public  offering within the meaning
               of the Securities Act of 1933, as amended.

     3.   For purposes of this Article  VIII,  "beneficial  ownership"  shall be
          determined in the manner provided in Section C of Article IV hereof.

     4.   "Affiliate"  and  "Associate"  shall  have  the  respective   meanings
          ascribed  to such  terms  in  Rule  12b-2  of the  General  Rules  and
          Regulations under the Securities Exchange Act of 1934, as in effect on
          the date of filing of this Certificate of Incorporation.

     5.   "Subsidiary" means any corporation of which a majority of any class of
          equity security is owned, directly or indirectly,  by the Corporation;
          provided,  however,  that  for  the  purposes  of  the  definition  of
          Interested Stockholder set forth in Paragraph 2 of this Section C, the
          term "Subsidiary" shall mean only a corporation of which a majority of
          each class of equity security is owned, directly or indirectly, by the
          Corporation.

     6.   "Disinterested  Director"  means any member of the Board of  Directors
          who is unaffiliated  with the Interested  Stockholder and was a member
          of the  Board  of  Directors  prior to the  time  that the  Interested
          Stockholder became an Interested Stockholder,  and any Director who is
          thereafter chosen to fill any vacancy of the Board of Directors or who
          is  elected  and  who,  in  either  event,  is  unaffiliated  with the
          Interested  Stockholder  and in  connection  with  his or her  initial
          assumption of office is recommended  for  appointment or election by a
          majority of Disinterested Directors then on the Board of Directors.

     7.   "Fair Market Value" means:

          a.   in the case of stock,  the  highest  closing  sales  price of the
               stock during the 30-day period immediately  preceding the date in
               question of a share of such stock on the National  Association of
               Securities Dealers Automated  Quotation System or any system then
               in use,  or, if such stock is  admitted to trading on a principal
               United States securities exchange registered under the Securities
               Exchange Act of 1934, as amended,  Fair Market Value shall be the
               highest sale price  reported  during the 30-day period  preceding
               the date in question,  or, if no such  quotations  are available,
               the Fair Market  Value on the date in question of a share of such
               stock as determined  by the Board of Directors in good faith,  in
               each case  with  respect  to any  class of  stock,  appropriately
               adjusted for any dividend or distribution in shares of such stock
               or any stock split or  reclassification  of outstanding shares of
               such stock  into a greater  number of shares of such stock or any
               combination or  reclassification  of  outstanding  shares of such
               stock into a smaller number of shares of such stock; and

          b.   in the case of property other than cash or stock, the Fair Market
               Value of such  property on the date in question as  determined by
               the Board of Directors in good faith.

     8.   Reference to "Highest Per Share Price" shall in each case with respect
          to any  class of  stock  reflect  an  appropriate  adjustment  for any
          dividend or distribution in shares of such stock or any stock split or
          reclassification  of  outstanding  shares of such stock into a greater
          number of shares of such stock or any combination or  reclassification
          of outstanding shares of such stock into a smaller number of shares of
          such stock.

     9.   In the event of any  Business  Combination  in which  the  Corporation
          survives, the phrase "consideration other than cash to be received" as
          used in Subparagraphs  (a) and (b) of Paragraph 2 of Section B of this
          Article  VIII  shall  include  the shares of Common  Stock  and/or the
          shares of any other class of outstanding  Voting Stock retained by the
          holders of such shares.

D.   A majority of the Disinterested Directors of the Corporation shall have the
     power and duty to determine  for the purposes of this Article  VIII, on the
     basis of information known to them after reasonable inquiry:  (a) whether a
     person is an  Interested  Stockholder;  (b) the  number of shares of Voting
     Stock  beneficially  owned  by any  person;  (c)  whether  a  person  is an
     Affiliate or Associate of another; and (d) whether the assets which are the
     subject  of any  Business  Combination  have,  or the  consideration  to be
     received for the issuance or transfer of securities by the  Corporation  or
     any  Subsidiary in any Business  Combination  has an aggregate  Fair Market
     Value  equaling or exceeding  25% of the combined  Fair Market Value of the
     Common Stock of the  Corporation  and its  Subsidiaries.  A majority of the
     Disinterested  Directors  shall have the further  power to interpret all of
     the terms and provisions of this Article VIII.


E.   Nothing  contained  in this  Article VIII shall be construed to relieve any
     Interested Stockholder from any fiduciary obligation imposed by law.


F.   Notwithstanding  any other  provisions of this Certificate of Incorporation
     or any  provision of law which might  otherwise  permit a lesser vote or no
     vote,  but in  addition  to any  affirmative  vote  of the  holders  of any
     particular  class or series  of the  Voting  Stock  required  by law,  this
     Certificate  of  Incorporation  or any  Preferred  Stock  Designation,  the
     affirmative  vote of the holders of at least 80 percent of the voting power
     of all of the  then-outstanding  shares of the Voting Stock  (after  giving
     effect to the provisions of Article IV), voting together as a single class,
     shall be required to alter, amend or repeal this Article VIII.


                                   ARTICLE IX

     The Board of Directors of the  Corporation,  when  evaluating  any offer of
another person to (A) make a tender or exchange offer for any equity security of
the  Corporation,   (B)  merge  or  consolidate  the  Corporation  with  another
corporation or entity or (C) purchase or otherwise  acquire all or substantially
all of the properties and assets of the Corporation, may, in connection with the
exercise of its  judgment  in  determining  what is in the best  interest of the
Corporation  and  its  stockholders,  give  due  consideration  to all  relevant
factors,  including,  without  limitation,  those factors that  Directors of any
subsidiary of the  Corporation  may consider in  evaluating  any action that may
result in a change or potential change in the control of the subsidiary, and the
social and  economic  effect of  acceptance  of such offer on the  Corporation's
present and future  customers and employees and on the  communities in which the
Corporation operates or is located and the ability of the Corporation to fulfill
its corporate objective under applicable laws and regulations.

                                    ARTICLE X

A.   Each person who was or is made a party or is  threatened to be made a party
     to or is  otherwise  involved in any action,  suit or  proceeding,  whether
     civil,   criminal,   administrative   or   investigative   (hereinafter   a
     "proceeding"), by reason of the fact that he or she is or was a Director or
     an Officer of the  Corporation  or is or was  serving at the request of the
     Corporation  as  a  Director,   Officer,   employee  or  agent  of  another
     corporation or of a partnership,  joint venture, trust or other enterprise,
     including  service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a Director, Officer, employee or agent or in any other
     capacity while serving as a Director,  Officer, employee or agent, shall be
     indemnified  and held  harmless by the  Corporation  to the fullest  extent
     authorized by the Delaware  General  Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such  amendment,  only to
     the extent that such amendment  permits the  Corporation to provide broader
     indemnification  rights than such law permitted the  Corporation to provide
     prior  to  such  amendment),   against  all  expense,  liability  and  loss
     (including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
     penalties and amounts paid in settlement)  reasonably  incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as  provided  in Section C hereof with  respect to  proceedings  to enforce
     rights  to  indemnification,  the  Corporation  shall  indemnify  any  such
     indemnitee in connection  with a proceeding (or part thereof)  initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

B.   The right to indemnification conferred in Section A of this Article X shall
     include the right to be paid by the  Corporation  the expenses  incurred in
     defending  any  such  proceeding  in  advance  of  its  final   disposition
     (hereinafter an "advancement of expenses"); provided, however, that, if the
     Delaware  General  Corporation  Law requires,  an  advancement  of expenses
     incurred by an  indemnitee  in his or her capacity as a Director or Officer
     (and not in any other  capacity in which service was or is rendered by such
     indemnitee,  including, without limitation, services to an employee benefit
     plan) shall be made only upon delivery to the Corporation of an undertaking
     (hereinafter  an  "undertaking"),  by or on behalf of such  indemnitee,  to
     repay all amounts so advanced if it shall ultimately be determined by final
     judicial   decision  from  which  there  is  no  further  right  to  appeal
     (hereinafter a "final  adjudication")  that such indemnitee is not entitled
     to be indemnified  for such expenses  under this Section or otherwise.  The
     rights to  indemnification  and to the advancement of expenses conferred in
     Sections A and B of this Article X shall be contract rights and such rights
     shall  continue  as to an  indemnitee  who  has  ceased  to be a  Director,
     Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of  the
     indemnitee's heirs, executors and administrators.

C.   If a claim  under  Section A or B of this  Article X is not paid in full by
     the  Corporation  within sixty days after a written claim has been received
     by the  Corporation,  except in the case of a claim for an  advancement  of
     expenses,  in which case the  applicable  period shall be twenty days,  the
     indemnitee may at any time thereafter bring suit against the Corporation to
     recover the unpaid  amount of the claim.  If successful in whole or in part
     in any such suit,  or in a suit  brought by the  Corporation  to recover an
     advancement  of  expenses  pursuant  to the  terms of an  undertaking,  the
     indemnitee shall be entitled to be paid also the expenses of prosecuting or
     defending such suit. In (i) any suit brought by the indemnitee to enforce a
     right  to  indemnification  hereunder  (but  not in a suit  brought  by the
     indemnitee to enforce a right to an  advancement of expenses) it shall be a
     defense  that,  and  (ii) in any  suit by the  Corporation  to  recover  an
     advancement  of  expenses  pursuant  to the  terms  of an  undertaking  the
     Corporation  shall  be  entitled  to  recover  such  expenses  upon a final
     adjudication  that, the indemnitee has not met any applicable  standard for
     indemnification  set forth in the Delaware General Corporation Law. Neither
     the  failure  of  the  Corporation   (including  its  Board  of  Directors,
     independent   legal  counsel,   or  its   stockholders)   to  have  made  a
     determination  prior to the commencement of such suit that  indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the  applicable  standard of conduct set forth in the Delaware  General
     Corporation Law, nor an actual determination by the Corporation  (including
     its Board of Directors,  independent  legal counsel,  or its  stockholders)
     that the indemnitee has not met such applicable standard of conduct,  shall
     create  a  presumption  that  the  indemnitee  has not  met the  applicable
     standard  of  conduct  or,  in the  case  of  such a  suit  brought  by the
     indemnitee,  be a  defense  to  such  suit.  In  any  suit  brought  by the
     indemnitee to enforce a right to  indemnification  or to an  advancement of
     expenses  hereunder,  or by the  Corporation  to recover an  advancement of
     expenses  pursuant  to the terms of an  undertaking,  the burden of proving
     that  the  indemnitee  is  not  entitled  to be  indemnified,  or  to  such
     advancement of expenses,  under this Article X or otherwise shall be on the
     Corporation.

D.   The rights to indemnification  and to the advancement of expenses conferred
     in this  Article X shall not be  exclusive  of any  other  right  which any
     person may have or hereafter  acquire under any statute,  the Corporation's
     Certificate of Incorporation,  Bylaws,  agreement,  vote of stockholders or
     Directors or otherwise.

E.   The Corporation may maintain  insurance,  at its expense, to protect itself
     and  any  Director,  Officer,  employee  or  agent  of the  Corporation  or
     subsidiary or Affiliate or another corporation, partnership, joint venture,
     trust or other enterprise  against any expense,  liability or loss, whether
     or not the  Corporation  would  have the  power to  indemnify  such  person
     against  such  expense,  liability  or  loss  under  the  Delaware  General
     Corporation Law.

F.   The  Corporation  may,  to the extent  authorized  from time to time by the
     Board of Directors,  grant rights to indemnification and to the advancement
     of expenses  to any  employee  or agent of the  Corporation  to the fullest
     extent  of  the   provisions   of  this  Article  X  with  respect  to  the
     indemnification  and  advancement  of expenses of Directors and Officers of
     the Corporation.

                                   ARTICLE XI

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                   ARTICLE XII

     The provisions set forth in this Article and in Articles 5(C),  5(D), 5(E),
5(F),  6, 7, 8, 10 and 11 herein may not be repealed or amended in any  respect,
and no article  imposing  cumulative  voting in the election of directors may be
added,  unless such action is approved by the affirmative vote of the holders of
not less than eighty percent (80%) of the outstanding  shares of Common Stock of
this  Corporation,  subject to the  provisions of any series of Preferred  Stock
which  may at the time be  outstanding;  provided,  however,  that if there is a
related person (as defined in Article 8) such  amendment  shall also require the
affirmative vote of at least 50% of the outstanding  shares of Common Stock held
by stockholders other than the related person.


<PAGE>


     IN WITNESS WHEREOF,  the undersigned has executed this Restated Certificate
of Incorporation this 17th day of December, 2002.


                                       AirGate PCS, Inc.


                                       By:      ______________________________
                                       Name:    Barbara L. Blackford
                                       Title:   Vice President and Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>dex32.txt
<DESCRIPTION>BYLAWS
<TEXT>
<PAGE>
Exhibit 3.2
                                AIRGATE PCS, INC.
                           AMENDED AND RESTATED BYLAWS


                                    ARTICLE I
                                  STOCKHOLDERS

Section 1.1       Annual Meeting.
                  --------------

     An annual meeting of the stockholders of the Corporation  shall be held for
the election of Directors and for any other business as may properly come before
the meeting, on such date and at such time as may be designated by resolution of
the Board of Directors (the "Board").

Section 1.2       Special Meetings.
                  ----------------

     Except as otherwise  required by law,  special  meetings of stockholders of
the  Corporation  may be called only by (i) the Board  pursuant to a  resolution
adopted by a majority of the total  number of  Directors  which the  Corporation
would  have if there  were no  vacancies  on the Board  (hereinafter  the "Whole
Board"), (ii) the Chairman of the Board, or (iii) the Chief Executive Officer.

Section 1.3       Place of Meeting.
                  ----------------

     The Board, the Chairman of the Board or the Chief Executive Officer, as the
case may be, may  designate  the place of meeting for any annual  meeting or for
any special  meeting of the  stockholders.  If no such  designation is made, the
place of meeting shall be the principal office of the Corporation.

Section 1.4       Notice of Meetings.
                  ------------------

     Notice of the place,  date,  and hour of all meetings of the  stockholders,
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is called,  shall be delivered by the Corporation not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be held
to each  stockholder  of  record  entitled  to vote at such  meeting,  except as
otherwise  provided herein,  the Certificate of Incorporation,  or required from
time to time by the  General  Corporation  Law of the  State  of  Delaware  (the
"DGCL").  If mailed,  such notice shall be deemed to be delivered when deposited
in the  United  States  mail with  postage  thereon  prepaid,  addressed  to the
stockholder  at such person's  address as it appears on the stock transfer books
of the Corporation.  Any previously scheduled meeting of the stockholders may be
postponed,  and any special  meeting of the  stockholders  may be  canceled,  by
resolution  of the Board,  the  Chairman  of the Board,  or the Chief  Executive
Officer,  as the  case  may be,  upon  public  notice  given  prior  to the date
previously scheduled for such meeting of stockholders.

Section 1.5       Adjournment.
                  -----------

     Any meeting of the stockholders,  annual or special,  may adjourn from time
to  time to  reconvene  at the  same or some  other  place.  When a  meeting  is
adjourned to another  place,  date or time,  written notice need not be given of
the adjourned  meeting if the place,  date and time thereof are announced at the
meeting at which the adjournment is taken;  provided,  however, that if the date
of any adjourned  meeting is more than thirty (30) days after the date for which
the meeting  was  originally  noticed,  or if a new record date is fixed for the
adjourned meeting,  written notice of the place, date, and time of the adjourned
meeting shall be given as provided in Section 1.4. At any adjourned meeting, any
business  may be  transacted  which might have been  transacted  at the original
meeting.

Section 1.6       Quorum.
                  ------

     At any meeting of the stockholders, the holders of a majority of the voting
power of all outstanding shares of the Corporation entitled to vote generally in
the election of  Directors,  present in person or by proxy,  shall  constitute a
quorum for all  purposes,  unless or except to the extent that the presence of a
larger number may be required by DGCL or the Certificate of Incorporation.

     If a quorum shall fail to attend any  meeting,  the chairman of the meeting
may adjourn the meeting to another place,  date, or time in the manner  provided
in Section 1.5 of these Bylaws.

Section 1.7       Conduct of Meeting.
                  ------------------

     The  Board  may  designate  a  person  or,  in the  absence  of such  Board
designation,  the Chief Executive  Officer,  to call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the  Corporation,  the  secretary  of the meeting  shall be the person as the
Chief Executive Officer appoints.

     The chairman of any meeting of  stockholders  shall  determine the order of
business and the  procedures at the meeting,  including  such  regulation of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting by the chairman.

Section 1.8       Notice of Stockholder Business and Nominations.
                  ----------------------------------------------

(A)      Annual Meetings of Stockholders.
         -------------------------------

     (1)  Nominations  of persons for  election to the Board of the  Corporation
          and the proposal of business to be considered by the  stockholders may
          be made at any annual  meeting of  stockholders  (i)  pursuant  to the
          Corporation's notice of meeting pursuant to Section 1.4 of the Bylaws,
          (ii) by or at the  direction of the Board or (iii) by any  stockholder
          of the  Corporation  who was a  stockholder  of  record at the time of
          giving notice provided for in Section  1.8(A)(2) of these Bylaws,  who
          is entitled to vote at the time of the meeting and who  complies  with
          the notice procedures set forth in Section 1.8(A)(2).

     (2)  For  nominations  or other  business to be properly  brought before an
          annual  meeting by a stockholder  pursuant to Section  1.8(A)(1),  the
          business must relate to a proper subject matter for stockholder action
          and the  stockholder  must have given timely notice thereof in writing
          to the Secretary of the  Corporation.  To be timely,  a  stockholder's
          notice  must  be  delivered  and  received  by  the  Secretary  of the
          Corporation at the principal  executive offices of the Corporation not
          later than the close of business on the 90th day nor earlier  than the
          close of business on the 120th day prior to the first  anniversary  of
          the preceding year's annual meeting;  provided,  however,  that in the
          event that the date of the annual  meeting  is more than  thirty  (30)
          days  before or more than  seventy  (70) days after  such  anniversary
          date,  notice by the  stockholder to be timely must be so delivered no
          earlier  than the  close of  business  on the  120th day prior to such
          annual  meeting  and not later than the close of business on the later
          of the 90th day prior to such annual meeting or the 10th day following
          the day on which  public  announcement  of the date of such meeting is
          first  made  by  the  Corporation.   In  no  event  shall  the  public
          announcement  of an adjournment or  postponement  of an annual meeting
          commence a new time period (or extend any time  period) for the giving
          of a stockholder's notice as described above.

          A  stockholder's  notice to the  Secretary  shall set forth as to each
          matter such  stockholder  proposes to bring before the annual meeting:
          (i) as to each person whom such  stockholder  proposes to nominate for
          election or re-election  as a Director,  all  information  relating to
          such  person  that is required to be  disclosed  in  solicitations  of
          proxies for election of Directors,  or is otherwise required,  in each
          case pursuant to Regulation 14A under the  Securities  Exchange Act of
          1934, as amended (the "Exchange Act") (including such person's written
          consent  to being  named in the proxy  statement  as a nominee  and to
          serving as a Director if elected);  (ii) as to any other business that
          the  stockholder  proposes  to  bring  before  the  meeting,  a  brief
          description  of the business  desired to be brought  before the annual
          meeting,  the text of the proposal or business  (including the text of
          any resolutions  proposed for consideration and in the event that such
          business  includes a proposal to amend the Bylaws of the  Corporation,
          the language of the proposed  amendment),  the reasons for  conducting
          such business at the annual meeting and any material  interest in such
          business of such  stockholder  and the  beneficial  owner,  if any, on
          whose the behalf the  nomination or proposal is made;  and (iii) as to
          the stockholder giving the notice and the beneficial owner, if any, on
          whose  behalf  the  nomination  or  proposal  is made (w) the name and
          address  of such  stockholder,  as they  appear  on the  Corporation's
          books,  and of such  beneficial  owner,  (x) the class  and  number of
          shares  of  capital   stock  of  the   Corporation   which  are  owned
          beneficially  and of record by such  stockholder  and such  beneficial
          owner, (y) a representation that the stockholder is a holder of record
          of stock  of the  Corporation  entitled  to vote at such  meeting  and
          intends to appear in person or by proxy at the meeting to propose such
          business  or  nomination,   and  (z)  a  representation   whether  the
          stockholder or the beneficial  owner, if any,  intends or is part of a
          group which  intends (I) to deliver a proxy  statement  and/or form of
          proxy to  holders  of at least  the  percentage  of the  Corporation's
          outstanding capital stock required to approve or adopt the proposal or
          elect the  nominee  and/or  (II)  otherwise  to solicit  proxies  from
          stockholders in support of such proposal or nomination.  The foregoing
          notice  requirements shall be deemed satisfied by a stockholder if the
          stockholder  has notified the  Corporation  of his or her intention to
          present a proposal at an annual meeting in compliance  with Rule 14a-8
          (or any successor thereof) promulgated under the Exchange Act and such
          stockholder's proposal has been included in a proxy statement that has
          been prepared by the  Corporation  to solicit  proxies for such annual
          meeting.  The Corporation may require any proposed  nominee to furnish
          such other  information as it may reasonably  require to determine the
          eligibility  of such  proposed  nominee to serve as a Director  of the
          Corporation.

(B)      Special  Meetings  of  Stockholders.

          Only  such  business  shall  be  conducted  at a  special  meeting  of
     ----------------------------------- stockholders as shall have been brought
     before the meeting as provided in Section 1.2 of these  Bylaws and pursuant
     to the  Corporation's  notice of meeting under Section 1.4 of these Bylaws.
     Nominations  of persons for  election to the Board may be made at a special
     meeting of stockholders  at which  Directors are to be elected  pursuant to
     the  Corporation's  notice of  meeting  (i) by or at the  direction  of the
     Board,  or (ii) provided that the Board has determined that Directors shall
     be elected at such meeting,  by any stockholder of the Corporation who is a
     stockholder of record at the time of giving of notice  provided for in this
     Section  1.8(B),  who  shall be  entitled  to vote at the  meeting  and who
     complies with the notice  procedures set forth in this Section  1.8(B).  In
     the event the Corporation  calls a special meeting of stockholders  for the
     purpose of electing one or more Directors to the Board, any stockholder may
     nominate a person or persons  (as the case may be),  for  election  to such
     position(s)  as specified in the  Corporation's  notice of meeting,  if the
     stockholder's  notice  required by Section  1.8(A)(2) shall be delivered to
     the Secretary at the principal  executive  offices of the  Corporation  not
     earlier  than the close of business on the 120th day prior to such  special
     meeting  and not later than the close of  business on the later of the 90th
     day prior to such  special  meeting  or the 10th day  following  the day on
     which public  announcement is first made of the date of the special meeting
     and of the nominees proposed by the Board to be elected at such meeting. In
     no event shall the public announcement of an adjournment or postponement of
     a special  meeting  commence a new time period (or extend any time  period)
     for the giving of a stockholder's notice as described above.

(C)      General.
         -------

     (1)  Notwithstanding  anything in these Bylaws to the  contrary,  only such
          persons who are nominated in accordance  with the procedures set forth
          in this  Section 1.8 or Section 2.2 of these  Bylaws shall be eligible
          to serve as Directors and only such business  shall be brought  before
          or conducted at an annual meeting in accordance with the provisions of
          this  Section  1.8.  The Officer of the  Corporation  or other  person
          presiding  over the annual  meeting  shall have the power to determine
          and declare to the meeting  that  business  was not  properly  brought
          before the meeting in accordance  with the  provisions of this Section
          1.8 (including whether the stockholder or beneficial owner, if any, on
          whose behalf the  nomination or proposal is made solicited (or is part
          of a group which solicited) or did not so solicit, as the case may be,
          proxies in  support  of such  stockholder's  nominee  or  proposal  in
          compliance  with such  stockholder's  representation  as  required  by
          Section 1.8 (A)(2)) and, if he/she should so  determine,  he/she shall
          so declare to the meeting and any such  business so  determined  to be
          not properly brought before the meeting shall not be transacted.

     (2)  For  purposes of this Section 1.8,  "public  announcement"  shall mean
          disclosure in a press release  reported by the Dow Jones News Service,
          Associated Press or comparable  national news service or in a document
          publicly  filed by the  Corporation  with the  Securities and Exchange
          Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 1.9       Proxies and Voting.
                  ------------------

     At any meeting of the stockholders,  every stockholder entitled to vote may
vote in person or by proxy  authorized  by an  instrument in writing (or in such
manner  prescribed by DGCL) filed in accordance  with the procedure  established
for the meeting. Any facsimile  telecommunication or other reliable reproduction
of the  writing  or  transmission  created  pursuant  to this  paragraph  may be
substituted or used in lieu of the original  writing or transmission for any and
all  purposes  for which the  original  writing or  transmission  could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.


<PAGE>

     The  Board  by  resolution  shall  appoint  one or more  inspectors,  which
inspector or inspectors  may include  individuals  who serve the  Corporation in
other capacities including, without limitation, as Officers, employees, agent or
representatives,  to act at the meeting and make a written report  thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of  stockholders,  the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector,  before the discharge
of his duties,  shall take and sign an oath  faithfully to execute the duties of
inspector with strict  impartiality  and according to the best of his ability as
required by DGCL.

     All elections of Directors  shall be determined by a plurality of the votes
cast, and except as otherwise  required by law, the rules and regulations of any
stock  exchange   applicable  to  the   Corporation,   or  the   Certificate  of
Incorporation  or these  Bylaws,  all other  matters  shall be  determined  by a
majority of the voting power  present in person or  represented  by proxy at the
meeting and entitled to vote on the subject matter.

Section 1.10      Stock List.
                  ----------

     The Secretary  shall prepare and make, or cause to be prepared and made, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  as  required  by
applicable law.  Except as otherwise  provided by law, the stock ledger shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger, the list of stockholders or the books of the Corporation,  or to vote in
person or by proxy at any meeting of stockholders.

Section 1.11      Consent of Stockholders in Lieu of Meeting.
                  ------------------------------------------

     Any action  required or  permitted to be taken by the  stockholders  of the
Corporation  must be effected at an annual or special meeting of stockholders of
the  Corporation  and may not be  effected  by any  consent  in  writing by such
stockholders.

ARTICLE II

                               BOARD OF DIRECTORS

Section 2.1       General Powers, Number and Term of Office.
                  -----------------------------------------

     The business and affairs of the Corporation shall be under the direction of
its Board. In addition to the powers and  authorities by these Bylaws  expressly
conferred upon them,  the Board may exercise all such powers of the  Corporation
and  do all  such  lawful  acts  and  things  as are  not by  statute  or by the
Certificate of Incorporation or by these Bylaws required to be exercised or done
by the stockholders.

     The number of  Directors  who shall  constitute  the Whole  Board  shall be
established  by  resolution  of the  Board.  The Board  shall  annually  elect a
Chairman of the Board from among its members who shall, when present, preside at
its meetings.

     The  Directors,  other than those who may be elected by the  holders of any
class or series of Preferred Stock, shall be divided,  as nearly equal in number
as possible, with respect to the time for which they severally hold office, into
three classes.  At the annual meeting of  stockholders  in 1999 Directors of the
first  class  shall be elected to hold  office for a term  expiring  at the next
succeeding  annual  meeting,  Directors  of the second class shall be elected to
hold office for a term expiring at the second  succeeding  annual  meeting,  and
Directors of the third class shall be elected to hold office for a term expiring
at the third  succeeding  annual meeting.  Each Director shall hold office until
the earlier of his or her death, resignation,  removal, or the date on which his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  Directors  elected to succeed those  Directors  whose
terms then  expire  shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election.

Section 2.2       Vacancies and Newly Created Directorships.
                  -----------------------------------------

     Unless  otherwise  provided  in the  Certificate  of  Incorporation,  newly
created  directorships  resulting from any increase in the authorized  number of
Directors  or any  vacancies  in the Board  resulting  from death,  resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by the  affirmative  vote of a majority of the remaining  Directors then in
office,  though less than a quorum of the Board.  Any  Director so chosen  shall
hold office for the  unexpired  term of the  Director  creating  such vacancy or
until the earlier of his or her death,  resignation,  removal or the date his or
her successor is elected and qualified.  No decrease in the number of authorized
Directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

Section 2.3       Regular Meetings.
                  ----------------

     Regular  meetings  of the Board  shall be held at such place or places,  on
such date or dates,  and at such time or times as shall have been established by
the Board and publicized  among all Directors.  A notice of each regular meeting
shall not be required.

Section 2.4       Special Meetings.
                  ----------------

     Special  meetings  of the Board may be  called  by  one-third  (1/3) of the
Directors  then in office  (rounded  up to the  nearest  whole  number),  by the
Chairman of the Board or the Chief  Executive  Officer and shall be held at such
place,  on such date, and at such time as they, or he or she, shall fix.  Unless
otherwise  indicated  in  the  notice  thereof,  any  and  all  business  may be
transacted at a special meeting.

Section 2.5      Notice.
                 ------

<PAGE>

     Notice of any special  meeting of Directors shall be given to each Director
at such person's business or residence in writing or by telephone,  facsimile or
other form of electronic  communication.  If mailed, such notice shall be deemed
delivered  when  deposited  in the United  States  mails so  addressed,  postage
prepaid, at least five days before such meeting. If by telephone or by facsimile
transmission  or other form of  electronic  communication,  such notice shall be
transmitted at least twenty-four hours before such meeting. Neither the business
to be transacted  at, nor the purpose of, any regular or special  meeting of the
Board need be specified in the notice of such meeting,  except for amendments to
these Bylaws as provided  under Article VIII of these  Bylaws.  A meeting may be
held  at  any  time  without  notice  if  all  the  Directors  are  present  and
participating  or if those not present waive notice of the meeting either before
or after such meeting.

Section 2.6       Quorum.
                  ------

     At any meeting of the Board, a majority of the Whole Board shall constitute
a quorum for all  purposes.  If a quorum  shall fail to attend  any  meeting,  a
majority of those  present may adjourn the meeting to another  place,  date,  or
time,  without further notice or waiver thereof.  The act of the majority of the
Directors  present at a meeting at which a quorum is present shall be the act of
the  Board,   except  as  otherwise  provided  herein,  in  the  Certificate  of
Incorporation or required by law.

Section 2.7       Participation in Meetings By Conference Telephone.
                  -------------------------------------------------

     Members of the Board,  or of any committee  thereof,  may  participate in a
meeting of such Board or  committee  by means of  conference  telephone or other
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other and such participation  shall constitute presence in
person at such meeting.

Section 2.8       Conduct of Business; Action by Consent.
                  --------------------------------------

     At any meeting of the Board, business shall be transacted in such order and
manner as the Board may from time to time determine.  Action may be taken by the
Board  without a meeting if all members  thereof  consent  thereto in accordance
with DGCL.

Section 2.9       Removal.
                  -------

     Subject to the  rights of any class or series of stock  having the right to
elect Directors under specified circumstances,  any Director may be removed from
office only as provided in the Certificate of Incorporation.

Section 2.10      Compensation of Directors.
                  -------------------------

     Directors, as such, may receive, pursuant to resolution of the Board, fixed
fees and other compensation for their services as Directors,  including, without
limitation, their services as members of committees of the Board.

ARTICLE III

                                   COMMITTEES

Section 3.1       Committees of the Board.
                  -----------------------

     The Board may establish one or more  committees,  each committee to consist
of one or more Directors of the Corporation. The Board may designate one or more
Directors as alternate  members of any committee,  who may replace any absent or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of a member of the  committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in place of any such absent or disqualified  member. Any such
committee,  to the extent  permitted  by DGCL and to the extent  provided in the
committee's  charter or a resolution  of the Board,  shall have and may exercise
all the powers and authority of the Board in the  management of the business and
affairs of the Corporation.  Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who  are not  Directors  of the  Corporation;  provided,  however,  that no such
committee shall have or may exercise any authority of the Board.

Section 3.2       Conduct of Business.
                  -------------------

     Each  committee  may  determine  the  procedural   rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided in the  Certificate of  Incorporation,  in these Bylaws,  or
required by DGCL.

     A majority of the members  shall  constitute a quorum  unless the committee
shall consist of one (1) or two (2) members, in which event one (1) member shall
constitute a quorum;  and all matters  shall be determined by a majority vote of
the members present.  Action may be taken by any committee  without a meeting if
all members thereof consent thereto in accordance with DGCL.

Section 3.3       Notice.
                  ------

     A notice of regular  meetings shall not be required.  Notice of any special
meeting of a committee  shall be given to each member of the  committee  at such
person's  business or residence in writing or by  telephone,  facsimile or other
form of  electronic  communication.  If  mailed,  such  notice  shall be  deemed
delivered  when  deposited  in the United  States  mails so  addressed,  postage
prepaid, at least five days before such meeting. If by telephone or by facsimile
transmission  or other form of  electronic  communication,  such notice shall be
transmitted at least twenty-four hours before such meeting. Neither the business
to be  transacted  at, nor the purpose  of, any regular or special  meeting of a
committee need be specified in the notice of such meeting. A meeting may be held
at any time without notice if all the members are present and  participating  or
if those not present  waive  notice of the meeting  either  before or after such
meeting.

ARTICLE IV

                                    OFFICERS

Section 4.1       Generally.
                  ---------

(a)  The Officers of the  Corporation  shall be a Chairman of the Board, a Chief
     Executive  Officer, a President,  one or more Vice Presidents,  a Secretary
     and a Chief  Financial  Officer.  The Board may also elect one or more Vice
     Chairmen of the Board,  a Treasurer,  a Controller,  one or more  Assistant
     Secretaries,  Assistant  Treasurers  and such  Officers  as it  shall  deem
     necessary.  The  Chairman  of the  Board  shall be  chosen  from  among the
     Directors. Any number of offices may be held by the same person.

(b)  At least  annually,  the Board shall elect the Officers of the  Corporation
     and at any time thereafter the Board may elect  additional  Officers of the
     Corporation.  Each Officer shall hold office until the Officer's  successor
     is duly  elected  and  qualified  or until  the  Officer's  earlier  death,
     resignation or termination of employment;  provided that any Officer may be
     removed from office at any time by the affirmative vote of the Whole Board.
     Any  vacancy   occurring  in  any  office  of  the  Corporation  by  death,
     resignation, removal or otherwise may be filled by the Board.

(c)  All  Officers  chosen by the Board  shall  have such  powers  and duties as
     generally pertain to their respective  offices,  except as provided in this
     Article IV or in any resolution of the Board. Such Officers shall also have
     such powers and duties as from time to time may be  conferred  by the Board
     or by any committee thereof.

Section 4.2       Chairman of the Board.
                  ---------------------

     The Chairman of the Board shall,  subject to the provisions of these Bylaws
and to the  direction  of the  Board,  unless the Board has  designated  another
person,  when  present,  preside  at all  meetings  of the  stockholders  of the
Corporation.  The  Chairman of the Board  shall  perform all duties and have all
powers  which are  commonly  incident  to the office of Chairman of the Board or
which are delegated to him or her by the Board.

Section 4.3       Chief Executive Officer.
                  -----------------------

     The Chief  Executive  Officer (the "Chief  Executive  Officer")  shall have
general  and  active   management  and   supervision  of  the  business  of  the
Corporation.  The  Chief  Executive  Officer  shall  see  that  all  orders  and
resolutions of the Board are carried into effect.  The Chief Executive  Officer,
if a member of the Board,  shall,  in the absence of the  Chairman of the Board,
preside  at all  meetings  of the  stockholders  and of  the  Board.  The  Chief
Executive Officer shall also perform such other duties as may be assigned to the
Chief Executive Officer by these Bylaws or the Board. He or she shall have power
to  sign  all  stock  certificates,  contracts  and  other  instruments  of  the
Corporation which are authorized.

Section 4.4       President.
                  ---------

     The President shall perform such duties as may be assigned to the President
by these Bylaws, the Board or the Chief Executive Officer.

Section 4.5       Vice Chairman.
                  -------------

     The Vice Chairman of the Board shall perform such duties as may be assigned
to him or her by these Bylaws, the Board or the Chairman.

Section 4.6       Chief Financial Officer.
                  -----------------------

     The Chief Financial Officer shall act in an executive  financial  capacity.
The Chief Financial Officer shall assist the Chairman of the Board and the Chief
Executive  Officer in the general  supervision  of the  Corporation's  financial
policies and  affairs.  The Chief  Financial  Officer  shall  perform such other
duties as may be assigned to him or her by these Bylaws,  the Board or the Chief
Executive Officer.

Section 4.7       Vice President.
                  --------------

     The Vice President or Vice Presidents shall perform the duties and exercise
the powers usually incident to their respective offices and/or such other duties
and powers as may be properly assigned to them by the Board, the Chairman of the
Board,  the Chief Executive  Officer or the President.  A Vice President or Vice
Presidents  may be  designated  as  Executive  Vice  President  or  Senior  Vice
President.

Section 4.8       Secretary.
                  ---------

     The Secretary or Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such office and/or such other duties and powers as are properly
assigned thereto by the Board, the Chairman of the Board or the President.
Subject to the direction of the Board, the Secretary shall have the power to
sign all stock certificates.

Section 4.9       Assistant Secretaries and Other Officers.
                  ----------------------------------------

     The Board may  appoint  one or more  Assistant  Secretaries  and such other
Officers  who  shall  have such  powers  and shall  perform  such  duties as are
provided in these  Bylaws or as may be  assigned to them by the Chief  Executive
Officer, the President or the Secretary.  Subject to the direction of the Board,
an Assistant Secretary shall have the power to sign all stock certificates.


<PAGE>

Section 4.10     Treasurer.
                 ---------

     The  Treasurer  shall have the custody of the funds and  securities  of the
Corporation  and  shall  deposit  them  in the  name  and to the  credit  of the
Corporation  in such  depositories  as may be  designated by the Board or by any
Officer or Officers  authorized  by the Board to  designate  such  depositories;
disburse funds of the Corporation when properly  authorized by vouchers prepared
and  approved  by the  Controller;  and  invest  funds of the  Corporation  when
authorized by the Board or a committee  thereof.  The Treasurer  shall render to
the Board, the Chief Executive Officer or the Chief Financial Officer,  whenever
requested,  an account of all  transactions  as Treasurer and shall also perform
such other duties as may be assigned to the Treasurer by these Bylaws, the Chief
Executive  Officer or the Chief Financial  Officer.  Subject to the direction of
the Board, the Treasurer shall have the power to sign all stock certificates.

Section 4.11      Controller.
                  ----------

     The  Controller  shall  serve as the  principal  accounting  Officer of the
Corporation   and  shall  keep  full  and  accurate   account  of  receipts  and
disbursements  in books of the  Corporation  and render to the Board,  the Chief
Executive Officer or the Chief Financial Officer, whenever requested, an account
of  all  transactions  as  Controller  and  of the  financial  condition  of the
Corporation.  The  Controller  shall also  perform  such other  duties as may be
assigned to the  Controller  by these  Bylaws,  the Board,  the Chief  Executive
Officer or the Chief Financial Officer.

Section 4.12      Other Officers.
                  --------------

     The Board may appoint such other Officers as it shall deem  necessary,  who
shall hold their  offices for such terms and shall  exercise such power as shall
be determined from time to time by the Board.

Section 4.13      Action with Respect to Securities of Other Corporations.
                  -------------------------------------------------------

     Unless otherwise  directed by the Board, the Chief Executive Officer or any
Officer of the Corporation  authorized by the Chief Executive Officer shall have
power to vote and  otherwise act on behalf of the  Corporation,  in person or by
proxy,  at any  meeting  of  stockholders  of or with  respect  to any action of
stockholders  of any  other  corporation  in  which  this  Corporation  may hold
securities  and  otherwise  to exercise any and all rights and powers which this
Corporation  may possess by reason of its  ownership of securities in such other
corporation.

Section 4.14      Personal  Liability.
                  -------------------

     An  Officer  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as an Officer,  except for  liability  (i) for any breach of the  Officer's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) for any transaction from which the Officer derived an
improper personal benefit.  If the DGCL is amended to authorize corporate action
further  eliminating  or limiting the personal  liability of Officers,  then the
liability of an Officer of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
or Board of the Corporation  shall not adversely  affect any right or protection
of the  Officer  of the  Corporation  existing  at the  time of such  repeal  or
modification.

ARTICLE V

                                      STOCK

Section 5.1       Certificates of Stock.
                  ---------------------

     Each  stockholder  shall be entitled to a certificate  signed by, or in the
name of the  Corporation  by, the Chairman of the Board or the  President and by
the  Secretary,  or an Assistant  Secretary,  or any  Treasurer,  certifying the
number  of  shares  owned  by him or her.  Any or all of the  signatures  on the
certificate  may be by  facsimile.  The  Board  may in  its  discretion  appoint
responsible banks or trust companies from time to time to act as transfer agents
and  registrars of the stock of the  Corporation,  and,  when such  appointments
shall have been made, no stock certificate shall be valid until countersigned by
one of such transfer  agents and registered by one of such  registrars.  In case
any  Officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
Officer,  transfer agent or registrar before such certificate is issued,  it may
be  issued  by the  Corporation  with the same  effect as if he or she were such
Officer, transfer agent or registrar at the date of issue.

Section 5.2       Transfers of Stock.
                  ------------------

     Transfers  of stock  shall be made  only  upon  the  transfer  books of the
Corporation  kept  at  an  office  of  the  Corporation  or by  transfer  agents
designated to transfer  shares of the stock of the  Corporation.  Except where a
certificate  is  issued in  accordance  with  Section  5.4 of these  Bylaws,  an
outstanding  certificate  for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 5.3       Record Date.
                  -----------

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose  of any other  lawful  action,  the Board may fix a record  date,  which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of stockholders, nor more than
sixty  (60)  days  prior  to the  time for such  other  action  as  hereinbefore
described;  provided, however, that if no record date is fixed by the Board, the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the day on which  notice is given and, for  determining  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
or rights or to exercise any rights of change,  conversion  or exchange of stock
or for any other  purpose,  the record date shall be at the close of business on
the day on which the Board adopts a resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

Section 5.4       Lost, Stolen or Destroyed Certificates.
                  --------------------------------------

     The  Corporation  may issue a new certificate of stock alleged to have been
lost,  stolen or  destroyed,  and the  Corporation  may require the owner of the
lost, stolen or destroyed  certificate to give the Corporation a bond sufficient
to  indemnify it against any claim that may be made against it on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate.

ARTICLE VI

                                     NOTICES

Section 6.1       Notices.
                  -------

     Except as otherwise  specifically  provided  herein or required by law, all
notices required to be given to any stockholder,  Director, Officer, employee or
agent  may in  every  instance  be  effectively  given by hand  delivery  to the
recipient  thereof  or  mailed.  Any  such  notice  shall be  addressed  to such
stockholder,  Director,  Officer,  employee  or agent  at his or her last  known
address as the same appears on the books of the Corporation. Notice to Directors
may be given by telecopier, telephone or other means of electronic transmission.

Section 6.2       Waivers.
                  -------

     A waiver of any notice, given by a stockholder, Director, Officer, employee
or agent,  whether  before or after the time of the event for which notice is to
be given,  shall be deemed equivalent to the notice required to be given to such
stockholder,  Director,  Officer, employee or agent. Attendance of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person attends a meeting for the express purpose of objecting,  at the beginning
of the meeting,  to the  transaction of any business  because the meeting is not
lawfully called or convened. Neither the business nor the purpose of any meeting
need be specified in such a waiver.


<PAGE>

ARTICLE VII
                                  MISCELLANEOUS

Section 7.1       Corporate Seal.
                  --------------

     The  Board  may  provide  a  suitable  seal,  containing  the  name  of the
Corporation,  which seal shall be in the charge of the Secretary. If and when so
directed by the Board or a committee thereof, duplicates of the seal may be kept
and used by the Secretary or Assistant Secretary.

Section 7.2       Reliance Upon Books, Reports and Records.
                  ----------------------------------------

     Each Director,  each member of any committee  designated by the Board,  and
each Officer of the Corporation  shall, in the performance of his or her duties,
be fully  protected  in relying in good faith upon the books of account or other
records  of the  Corporation  and upon such  information,  opinions,  reports or
statements presented to the Corporation by any of its Officers or employees,  or
committees  of the Board so  designated,  or by any other  person as to  matters
which such  Director or  committee  member  reasonably  believes are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

Section 7.3       Fiscal Year.
                  -----------

     The fiscal year of the Corporation shall be as fixed by a resolution of the
Board.

Section 7.4       Time Periods.
                  ------------

     In applying any  provision of these  Bylaws which  requires  that an act be
done or not be done a specified  number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event, the day
of the doing of the act  shall be  excluded,  and the day of the event  shall be
included.

ARTICLE VIII

                                   AMENDMENTS

     A majority of the Whole Board may amend,  alter or repeal  these  Bylaws at
any meeting of the Board. Without limiting the foregoing, the stockholders shall
also  have  power to amend,  alter or repeal  these  Bylaws  at any  meeting  of
stockholders  provided  notice of the proposed change was given in the notice of
the meeting provided, however, that, notwithstanding any other provisions of the
Bylaws or any provision of DGCL which might otherwise permit a lesser vote or no
vote, but in addition to any  affirmative  vote of the holders of any particular
class or series  of the  voting  stock  required  by DGCL,  the  Certificate  of
Incorporation,  any Preferred Stock Designation or these Bylaws, the affirmative
vote  of  the  holders  of  at  least  80%  of  the  voting  power  of  all  the
then-outstanding  shares of the capital stock  entitled to vote generally in the
election of Directors,  voting together as a single class,  shall be required to
alter, amend or repeal any provisions of these Bylaws.

     These  Amended and Restated  Bylaws are  effective as of December 17, 2002,
the date of adoption by the Board of AirGate.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>ADDENDUM VII TO SPRINT PCS MANAGEMENT
<TEXT>
<PAGE>
Exhibit 10.3

                                  ADDENDUM VII
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT


Manager:        iPCS WIRELESS, INC.  (f/k/a Illinois PCS, L.L.C.)

Service Area
BTAs:           Bloomington, IL                                     BTA # 46
                Champaign-Urbana, IL                                BTA # 71
                Clinton, IA-Sterling, IL                            BTA # 86
                Danville, IL                                        BTA # 103
                Davenport, IA-Moline, IL                            BTA # 105
                Decatur-Effingham, IL                               BTA # 109
                Galesburg, IL                                       BTA # 161
                Jacksonville, IL                                    BTA # 213
                Kankakee, IL                                        BTA # 225
                LaSalle-Peru-Ottawa-Streator, IL                    BTA # 243
                Mattoon, IL                                         BTA # 286
                Mt. Vernon-Centralia, IL                            BTA # 308
                Peoria, IL                                          BTA # 344
                St. Louis, MO (partial)                             BTA # 394
                Springfield, IL                                     BTA # 426
                Grand Island-Kearney, NE                            BTA # 167
                Hastings, NE                                        BTA # 185
                Lincoln, NE (partial)                               BTA # 256
                Norfolk, NE                                         BTA # 323
                Omaha, NE (partial)                                 BTA # 332
                Burlington, IA                                      BTA # 61
                Des Moines, IA (partial)                            BTA # 111
                Dubuque, IA                                         BTA # 118
                Fort Dodge, IA                                      BTA # 150
                Marshalltown, IA                                    BTA # 283
                Mason City, IA                                      BTA # 285
                Ottumwa, IA                                         BTA # 337
                Waterloo-Cedar Falls, IA                            BTA # 462
                Battle Creek, MI (partial)                          BTA # 33
                Grand Rapids, MI                                    BTA # 169
                Lansing, MI (partial)                               BTA # 241
                Mount Pleasant, MI                                  BTA # 307
                Muskegon, MI                                        BTA # 310
                Saginaw-Bay City, MI                                BTA # 390
                Traverse City, MI                                   BTA # 446
                Cedar Rapids, IA                                    BTA # 70
                Iowa City, IA                                       BTA # 205


     This Addendum VII (this "Addendum"),  dated as of August 26, 2002, contains
certain  additional and supplemental terms and provisions of that certain Sprint
PCS  Management  Agreement  entered  into as of January  22,  1999,  by the same
parties as this  Addendum,  which  Management  Agreement,  as amended by various
addenda to date (the Sprint PCS  Management  Agreement,  as amended to date, the
"Management Agreement").

     The terms and provisions of this Addendum control,  supersede and amend any
conflicting terms and provisions contained in the Management  Agreement.  Except
for  express  modifications  made in this  Addendum,  the  Management  Agreement
continues  in full force and effect.  Capitalized  terms used and not  otherwise
defined in this  Addendum have the meanings  ascribed to them in the  Management
Agreement.  Section and Exhibit  references  are to Sections and Exhibits of the
Management Agreement unless otherwise noted.

         The Management Agreement is modified as follows:

     1. Change in Spectrum Range.  WirelessCo and SprintCom are negotiating with
AT&T Wireless PCS, LLC ("AWE") regarding a licensed spectrum swap (the "Proposed
Transaction"), a portion of which includes WirelessCo giving 10 MHz (the 1880 to
1885 to 1960 to 1965 frequency  ranges) in the  Waterloo-Cedar  Falls,  Iowa BTA
(BTA No. 462) (the "Waterloo Spectrum") to AWE in exchange for AWE giving 10 MHz
(the 1860 to 1865 and 1940 to 1945  frequency  ranges) in the  Champaign-Urbana,
Illinois (BTA No. 71) (the  "Champaign  Spectrum") to WirelessCo.  If Sprint PCS
provides  written  notice to  Manager  that the  Proposed  Transaction  has been
consummated,  then (i) Manager will no longer have the right to use the Waterloo
Spectrum, (ii) Manager may use the Champaign Spectrum, and (iii) all Sections of
this Addendum  will be in full force and effect  without  further  action on the
part of any party to this Addendum.

     2.  Build-out  Schedule.  Manager's  network  build-out  for the  Champaign
Spectrum  must  comply with the Federal  Communications  Commission's  build-out
requirements  set forth in 47 C.F.R.  24.203 and 24.714(f),  as in effect on the
required date for compliance with such requirements.

     3. Microwave  Relocation.  Manager will reimburse  Sprint PCS for all costs
associated  with Sprint PCS' clearing of  interfering  microwave  sources in the
Champaign Spectrum.

     4.  Disaggregation.  Manager will complete the retuning and  disaggregation
(the  "Disaggregation") of its Service Area Network in the Waterloo-Cedar Falls,
Iowa  BTA  from 30 MHz to 20 MHz  within  90 days  after  the FCC  approves  the
Proposed Transaction (the "Completion Period"). If Manager does not complete the
Disaggregation within the Completion Period, the indemnification  obligations of
Manager to Sprint  PCS and  Sprint  set forth in  Article  13 of the  Management
Agreement will apply for any and all claims resulting from Manager's  failure to
complete the Disaggregation by the end of the Completion Period.

     5.  Consideration.  Each of Sprint PCS, WirelessCo and Manager believe that
the Proposed Transaction will further their respective business interests and no
other  consideration  is required to consummate the agreements set forth in this
Addendum.

     6. Expenses. Each of Sprint PCS, WirelessCo,  and Manager will bear its own
costs and expenses incurred in connection with the Proposed  Transaction  (other
than microwave  relocation  costs incurred by Sprint PCS, which will be borne as
described in paragraph 3 of this Addendum),  including,  without limitation, the
negotiation  and  preparation  of  this  Addendum  and the  definitive  addendum
evidencing the change in licensed spectrum.

     7. Right to Terminate. If the Proposed Transaction has not been consummated
by the close of business on June 30, 2003,  Manager may give  written  notice to
Sprint PCS of Manager's  termination of this Addendum.  Such termination will be
effective upon receipt by Sprint PCS.

     8. Counterparts. This Addendum may be signed in counterparts, each of which
will be deemed an original,  but all of which  together will  constitute one and
the same instrument.


     IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Addendum to be
executed by their respective  authorized  officers as of the date and year first
above written.

                                           Sprint Spectrum L.P.


                                           By:/s/ Thomas M. Mateer
                                              --------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           WirelessCo, L.P.


                                           By:/s/ Thomas M. Mateer
                                              --------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           SprintCom, Inc.


                                           By:/s/ Thomas M. Mateer
                                              ---------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           Sprint Communications Company L.P.


                                           By:/s/ Mike Goff
                                              ---------------------------
                                           Name: Mike Goff
                                           Title: VP-Corporate Brand Management

                                           iPCS Wireless, Inc.


                                           By: /s/ Thomas M. Dougherty
                                              --------------------------
                                           Name: Thomas M. Dougherty
                                           Title: President & CEO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>dex104.txt
<DESCRIPTION>SCHEDULE OF DEFINITIONS
<TEXT>
<PAGE>
Exhibit 10.4
                             Schedule of Definitions

     This Schedule of Definitions is the "Schedule of Definition" referred to in
and  incorporated  by  reference  under  the  Management   Agreement,   Services
Agreement,  and Trademark  License  Agreements  (as such  agreements are defined
below).  Whenever the phrase "this agreement" is used below,  such phrase refers
to the  particular  agreement  under whose terms this Schedule of Definitions is
being  applied in that  instance.  If  citations  to  sections  or  exhibits  of
different  agreements  are  included  in  a  definition,  the  citation  to  the
particular  agreement  under whose terms this Schedule of  Definitions  is being
applied controls to the exclusion of the citations to different agreements.

     The following  words and phrases used in this  agreement have the following
meanings:

     "Addendum" means any addendum  attached to this agreement that contains the
amendments to this agreement;  such Addendum is expressly incorporated as a part
of this agreement.

     "Affiliation  Agreement"  means  any and all of the  agreements,  known  as
Sprint PCS  Affiliation  Agreements,  whereby an affiliate and Sprint PCS and/or
one or more of Sprint PCS'  Related  Parties  agree to the terms and  conditions
under which such  affiliate  will manage the Service Area Network  identified in
such agreement, using such Affiliate's own PCS license issued by the FCC and any
documents incorporated by reference in such agreement.

     "Agent" has the meaning set forth in Section 3.1 of the Sprint Spectrum and
Trademark  and  Service  Mark  License  Agreement  or Section  3.1 of the Sprint
Trademark and Service Mark License Agreement.

     "Arbiter"  has the  meaning set forth in Section  12.1.3 of the  Management
Agreement or Section 5.1.3 of the Services Agreement.

     "Available  Services" means those  categories of services listed on Exhibit
2.1.1 to the Services Agreement (as the same may be amended from time to time by
Sprint  Spectrum and made  available to Manager  under the terms of the Services
Agreement).

     "Available  Services and Fees  Schedule"  means that  schedule set forth on
Exhibit 2.1.1 to the Services Agreement, which sets forth the Available Services
offered from time to time and the fees charged for such Available Services.

     "Bankruptcy"  means, for the purposes of the Trademark License  Agreements,
either a Voluntary Bankruptcy or an Involuntary Bankruptcy.

     "Brands" means the Sprint PCS Brands and the Sprint Brands.

     "BTA"  means a Basic  Trading  Area for which a Basic  Trading  Area  (BTA)
license is issued by the FCC.

     "Build-out  Plan"  means the plan  agreed  upon by Manager  and Sprint PCS,
along  with  any  modifications   and  updates  to  the  plan,   respecting  the
construction and design of the Service Area Network, a copy of which is attached
as Exhibit 2.1 to the Management Agreement.

     "Business  Day"  means a day of the year  that  banks are not  required  or
authorized to close in the State of New York.

     "Cancelled  Service"  has the  meaning  set  forth  in  Section  3.2 of the
Services Agreement.

     "CDMA" means code division multiple access.

     "Change of Control"  has the  meaning  set forth in Section  17.15.3 of the
Management Agreement.

     "Collected  Revenues"  has the  meaning  set forth in  Section  10.4 of the
Management Agreement.

     "Confidential  Information"  means all  Program  Requirements,  guidelines,
standards,  and programs,  the technical,  marketing,  financial,  strategic and
other  information  provided  by each  party  under  the  Management  Agreement,
Services Agreement, and Trademark License Agreements,  and any other information
disclosed by one party to the other party pursuant to the Management  Agreement,
Services  Agreement,  and Trademark License  Agreements that is not specifically
excluded  by  Section  12.2 of the  Management  Agreement.  In  addition  to the
preceding  sentence,  "Confidential  Information"  has the  meaning set forth in
Section 3.1 of the Sprint Spectrum  Trademark and Service Mark License Agreement
or Section 3.1 of the Sprint Trademark and Service Mark License Agreement.

     "Controlled  Related  Party"  means  the  Parent  of any  Person  and  each
Subsidiary  of such  Parent.  As used in Section 1.2 and Article 3 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 1.2 and Article
3 of  the  Sprint  Trademark  and  Service  Mark  License  Agreement,  the  term
"Controlled  Related Party" will also include any Related Party of a Person that
such Person or its Parent can directly or indirectly  unilaterally cause to take
or refrain  from taking any of the actions  required,  prohibited  or  otherwise
restricted  by such Section,  whether  through  ownership of voting  securities,
contractually or otherwise.

     "Default  Rate"  means  the rate per  annum  (computed  on the basis of the
actual  number of days  elapsed  in a year of 365 or 366 days,  as  applicable),
compounded monthly, equal to the Prime Rate (adjusted as and when changes in the
Prime Rate occur) plus five percent (5 %).

     "Disaggregated  License" means that portion of the License that Manager may
or is required to purchase  under Section 11 of the  Management  Agreement  from
Sprint  PCS under  certain  circumstances,  after  Sprint  PCS'  receipt  of FCC
approval of the necessary disaggregation and partition,  which portion comprises
no less than the  amount of  spectrum  sufficient  to operate  one  duplex  CDMA
carrier  (including  the required  guard bands) within the PCS Spectrum,  and no
more than 10 MHz of the Spectrum (at Manager's designation) covering the Service
Area, and which includes the frequencies then in use in the Service Area Network
and, if applicable,  adjacent  frequencies,  so long as such  frequencies in the
aggregate do not exceed 10 MHz.

     "Dispute  Notice"  has the  meaning  set  forth in  Section  12.1.3  of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Dispute  Notice  Date" has the meaning set forth in Section  12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Encumbrances"  has the meaning  set forth in Section  5.1(a) of the Sprint
Spectrum  Trademark and Service Mark License Agreement or Section 5.1 (a) of the
Sprint Trademark and Service Mark License Agreement.

     "Entire  Business Value" has the meaning set forth in Section 11.7.3 of the
Management Agreement.

     "Event of Termination" means any of the events described in Section 11.3 of
the Management Agreement.  For the purposes of the Sprint Spectrum Trademark and
Service Mark License  Agreement only, "Event of Termination" has the meaning set
forth  in  Section  13.2  of that  agreement.  For the  purposes  of the  Sprint
Trademark and Service Mark License  Agreement only,  "Event of Termination"  has
the meaning set forth in Section 13.2 of that agreement.

     "FAA" means the Federal Aviation Administration.

     "FCC" means the Federal Communications Commission.

     "Financial  Lender"  means any and all of those  commercial  and  financial
institutions  that  provide  material  credit  to  Manager  for the  purpose  of
assisting  Manager with the fulfillment of its obligations and duties under this
agreement.

     "fixed wireless local loop" has the meaning set forth in Section 2.4 of the
Management Agreement.

     "home service area" means the  geographic  area within which a customer can
make a local call on the customer's PCS phone (i.e., the customer does not incur
an extra charge).

     "Inbound  Roaming" means calls placed by a non-Sprint PCS Network  customer
on the Sprint PCS Network.

     "Indemnitee" and "Indemnitor" have the meanings set forth in Section 13.3.1
of the Management Agreement or Section 6.3.1 of the Services Agreement.

     "Initial  Term" has the meaning set forth in Section 11.1 of the Management
Agreement.

     "Involuntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

     "Law"  means  all  laws  (statutory  or  otherwise),   ordinances,   rules,
regulations,  bylaws,  Orders  and  codes  of all  governmental  and  regulatory
authorities, whether United States Federal, state or local, which are applicable
to the Sprint PCS Products and Services.

     "License"  means  the PCS  license(s)  issued by the FCC  described  on the
Service Area Exhibit to the Management Agreement.

     "Licensed  Marks" means the trademarks and service marks referred to in the
Recitals  section of the  Trademark  License  Agreement  under  whose terms this
definition  is  being  applied,  and such  other  marks  as may be  adopted  and
established under said agreement from time to time.

     "Licensee" has the meaning set forth in the  introductory  paragraph to the
particular agreement under whose terms this definition is being applied.

     "Licensor" has the meaning set forth in the  introductory  paragraph to the
particular agreement under whose terms this definition is being applied.

     "local calling area" means the geographic  area within which a customer can
make a  local  call on the  customer's  PCS  handset  without  incurring  a long
distance

     "Loss" means any and all damage, loss, liability, claim, out-of-pocket cost
and expense,  including  reasonable  expenses of  investigation  and  reasonable
attorneys' fees and expenses, but excluding consequential or special damages.

     "Management  Agreement" means that certain Sprint PCS Management  Agreement
executed by Manager and Sprint PCS and any documents  incorporated  by reference
in said agreement.

     "Manager"   means  the  party  to  this   agreement  as  indicated  in  the
introductory paragraph of this agreement.

     "Manager  Management Report" has the meaning set forth in Section 12.1.2 of
the Management Agreement.

     "Manager's  Products  and  Services"  means  all types  and  categories  of
wireless  communications  services and  associated  products that are offered by
Manager in the Service Area under Section 3.2 of the Management Agreement.

     "Marketing Communications Guidelines" means the guidelines issued by Sprint
or Sprint PCS in accordance  with Section 5.2 of the  Management  Agreement with
respect to the marketing, promotion,  advertising,  distribution, lease and sale
of Sprint PCS Products and Services, as they may be amended from time to time by
Sprint or Sprint  PCS In  accordance  with the  terms of the  Trademark  License
Agreements.

     "Master  Signature  Page"  means  the  document  that  the  parties  to the
Management  Agreement,  Services  Agreement  and/or one or more of the Trademark
License  Agreements sign to evidence their agreement to execute,  become a party
to and be bound by each of the  agreements,  or parts thereof,  listed above the
particular party's signature on such Master Signature Page.

     "MFN price" or "Most Favored  Nation price" means,  with respect to resale,
the best local market  price  offered to any third party for the purchase of air
time on Manager's  network  including but not limited to any third party who may
use the air time for its own wireless  communications services or resell the air
time,  and,  with respect to roaming,  the lowest  roaming  charge of Manager to
other wireless carriers when their customers roam on the Service Area Network.

     "MIN" means the 24-bit mobile  identification  number  corresponding to the
7-digit  telephone  number  assigned to the  handset,  used for both billing and
receiving calls.

     "MTA" means a Major  Trading  Area for which a MTA license is issued by the
FCC.

     "New Coverage"  means the build-out in the Service Area that is in addition
to  the  build-out  required  under  the  then-existing  Build-out  Plan,  which
build-out Sprint PCS or Manager decides should be built-out.

     "Notice  Address  Schedule"  means  the  schedule  attached  to the  Master
Signature Page that provides the mailing and courier delivery addresses, and the
facsimile  number,  for giving notices to each of the parties signing the Master
Signature Page. The Notice Address Schedule may include  supplemental  addresses
that serve as additional or alternate notice addresses for use by the parties in
specifically prescribed situations.

     "NPA-NXX" means as follows:  "NPA" means numbering plan area,  which is the
area code for a telephone  number.  "NXX"  refers to the first three digits of a
telephone number,  which identify the specific  telephone company central office
that serves that number.

     "Offer" means an offer received by Manager to sell substantially all of the
assets comprising or used in connection with the operation and management of the
Service Area Network or any portion of the Service Area Network.

     "Offer  Notice" means a written  notice given by Manager to Sprint PCS that
sets  forth in  detail  the terms  and  conditions  of an Offer and the name and
address of the person or entity making the Offer.

     "Offered  Interest" means the assets that Manager proposes to sell pursuant
to an Offer.

     "Operating Assets" means the assets Manager or its Related Parties owns and
uses in connection  with the operation of the Service Area Network,  at the time
of  termination,  to provide the Sprint PCS  Products  and  Services.  Operating
Assets does not include  items such as furniture,  fixtures and  buildings  that
Manager or its Related Parties use in connection with other businesses. Examples
of Operating Assets include without  limitation:  switches,  towers, cell sites,
systems, records and retail stores.

     "Operational  Level of Sprint PCS" means the average  operational  level of
all the service  area  networks  operated by Sprint PCS and its Related  Parties
without the use of a manager or affiliate, as measured by Sprint PCS, unless the
operational  level,  as  measured  by Sprint  PCS,  of all of the  service  area
networks  operated  by Sprint PCS and its Related  Parties  without the use of a
manager or  affiliate  that are  contiguous  to the  Service  Area are below the
national  average,  in which case  "Operational  Level of Sprint  PCS" means the
average operational level of those contiguous service area networks.

     "Order"  means any order,  writ,  injunction,  decree,  judgment,  award or
determination of any court or governmental or regulatory authority.

     "Other  Managers"  means any  person or entity  with  which  Sprint PCS has
entered into an agreement similar to this agreement or an Affiliation Agreement,
including  without  limitation an affiliate under an Affiliation  Agreement or a
manager under  another  Management  Agreement,  under which the person or entity
designs,  constructs  and manages a service area network and offers and promotes
Sprint PCS Products or Services.

     "Outbound Roaming" means calls placed by a Sprint PCS Network customer on a
non-Sprint PCS network.

     "Parent" means, with respect to any Person,  the ultimate parent entity (as
determined in accordance with the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976 and the rules and  regulations  promulgated  thereunder) of such Person;
except that if such ultimate parent entity is an individual,  the Parent will be
the highest entity in the ownership chain from the ultimate parent entity to and
including such Person that is not an individual.

     "parties" means, with respect to the Management  Agreement,  Sprint PCS and
Manager.  For the purpose of the services Agreement only, "parties" means Sprint
Spectrum and Manager. Sprint is not a party to the Management Agreement,  except
to the limited  extent  described on the  signature  page  executed on behalf of
Sprint.  For the purpose of the Trademark  License  Agreements  only,  "parties"
means Licensor and Licensee.

     "PCS" means a radio  communication  system  authorized  under the rules for
broadband personal communications services designated as Subpart E of Part 24 of
the FCC's rules, including the network, marketing, distribution, sales, customer
interface and operations functions relating thereto.

     "PCS Spectrum" means the range of frequencies that Sprint PCS is authorized
to use under the License.

     "Permitted  Assignee"  means any assignee of the rights and  obligations of
Licensee pursuant to an assignment  consented to in writing by Licensor,  in its
sole  discretion,  in  accordance  with  Section  14.1  of the  Sprint  Spectrum
Trademark  and Service  Mark  License  Agreement  or Section  14.1 of the Sprint
Trademark  and Service  Mark  License  Agreement,  or any  subsequent  permitted
assignee of any such permitted assignee.

     "Person" means any individual,  partnership,  limited partnership,  limited
liability company,  corporation,  trust, other business  association or business
entity, estate, or other entity.

     "pops"  means the  population  covered by a license  or group of  licenses.
Unless otherwise noted, as used in the Management Agreement, pops means the most
recent Rand-McNally Population Survey estimate of the population of a geographic
area.

     "Premium  and  Promotional  Items"  means all  items,  including  clothing,
memorabilia and novelties, used to display the Licensed Marks for the purpose of
promoting the awareness,  sale or image of the Sprint PCS Products and Services;
provided, however, that Premium and Promotional Items does not include marketing
and advertising materials prepared by Licensee that are subject to the Marketing
Communications  Guidelines  (e.g.  printed  materials  such  as  bill  stuffers,
brochures and similar materials).

     "Prime  Rate"  means  the rate  announced  from  time to time by The  Chase
Manhattan Bank, or its successor(s), as its prime rate.

     "Program Requirements" means the standards, guidelines, plans, policies and
programs established by Sprint PCS from time to time regarding the operation and
management  of the Service  Area  Network and the Sprint PCS  business  operated
using the Service Area Network,  including the Program Requirements set forth in
Sections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement.  Sprint PCS may
also implement Program  Requirements  respecting a voluntary resale program,  as
defined in Section 3.5.2 of the Management Agreement.

     "Purchase  Notice" has the meaning set forth in Section 1.2 of Exhibit 11.8
to the Management Agreement.

     "Quality  Standards"  has the  meaning  set forth in Section  2.1(a) of the
Sprint Spectrum  Trademark and Service Mark License  Agreement or Section 2.1(a)
of the Sprint Trademark and Service Mark License Agreement.

     "Rand-McNally  Population  Survey" means the most recent  population survey
published by Rand-McNally  or, if Rand-McNally no longer  publishes the surveys,
then the most recent population  survey published by any successor  organization
to Rand-McNally or, if no such organization exists, an organization  selected by
Sprint PCS that provides surveys similar to the Rand-McNally surveys.

     "Receiving  Party" has the  meaning  set forth in Section 3.1 of the Sprint
Spectrum  Trademark  and Service  Mark  License  Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

     "Related  Equipment"  means   customer-controlled   equipment  for  use  in
connection  with the Sprint PCS  Products  and  Services  including  telephones,
wireless handsets and related  accessories,  PCMCIA cards, "smart" cards, PDA's,
PBX's, set-top boxes and data terminals.

     "Related  Party" means,  with respect to any Person,  any other Person that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled by, or is under common  control with the Person.  For purposes of the
Management Agreement, Sprint Spectrum,  SprintCom,  American PCS Communications,
LLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P, will be deemed
to be Related  Parties.  For purposes of this  definition,  the term  "controls"
(including its  correlative  meanings  "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership of voting securities, by contract or otherwise.

     "Restricted  Party" has the  meaning set forth in Section 3.1 of the Sprint
Spectrum  Trademark  and Service  Mark  License  Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

     "Selected  Services" means those Available  Services selected by Manager to
be provided by Sprint Spectrum under Section 2.1 of the Services  Agreement.  An
Available  Service  will not be  treated  as a  Selected  Service  until  Sprint
Spectrum begins providing that service.

     "Service  Area" means the  geographic  area  described  on the Service Area
Exhibit to the Management Agreement.

     "Service Area Network" means the network and business activities managed by
Manager under the Management Agreement m the Service Area under the License.

     "Services  Agreement"  means that certain  Sprint PCS  Services  Agreements
executed by Manager  and Sprint  Spectrum  and any  documents  incorporated  by
reference in said  agreement,  whereby  Manager may delegate the  performance of
certain services to Sprint PCS for fees that represent an adjustment of the fees
paid by Sprint PCS to Manager under Section 10 of the Management Agreement.

     "Siting Regulations" means:

     (1)  FCC regulations governing tower siting, lighting, marking, monitoring,
          and  reporting  of  lighting  malfunctions  as  set  forth  in 47  CFR
          ss.ss.17.1 through 17.58, and as may be amended;

     (2)  FAA regulations governing tower siting, lighting, marking, monitoring,
          and  reporting  of  lighting  malfunctions  as  set  forth  in 14  CFR
          ss.ss.77.1 through 77.75, and as may be amended;

     (3)  FCC land use  regulations as set forth in 47  CFRss.ss.1.1301  through
          1.1319, and as may be amended; and

     (4)  FCC  radio  frequency   exposure   regulations  as  set  forth  in  47
          CFRss.ss.1.1301 through 1.1319, and as may be amended.

     "spectrum" has the same meaning as PCS Spectrum.

     "Sprint"  means Sprint  Communications  Company,  L.P., a Delaware  limited
partnership.

     "Sprint  Brands" means the  "Licensed  Marks" as that term is defined under
the Sprint Trademark and Service Mark License Agreement.

     "Sprint  PCS" means any or all of the  following  Related  Parties  who are
License  holders and  signatories to the Management  Agreement:  Sprint Spectrum
L.P., a Delaware limited  partnership,  SprintCom,  Inc., a Kansas  corporation,
PhillieCo Partners I, L.P., a Delaware limited  partnership,  Cox Communications
PCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,
a Delaware  limited  liability  company.  Each entity  listed above is a Related
Party to each of the other listed entities.

     "Sprint PCS  Affiliation  Agreement"  has the same  meaning as  Affiliation
Agreement.

     "Sprint  PCS  Brands"  means the  "Licensed  Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint PCS  Communications  Policies"  means the policies  established  in
accordance  with Section 6.4 of the Management  Agreement with respect to public
relations development,  maintenance and management,  as they may be amended from
time to time by  Sprint  PCS in  accordance  with the  terms  of the  Management
Agreement.

     "Sprint PCS Customer  Service Program  Requirements"  means the program and
requirements  established  in  accordance  with  Section  8.1 of the  Management
Agreement  with  respect  to  customer  service  development,   maintenance  and
management,  as it may be amended from time to time by Sprint PCS in  accordance
with the terms of the Management Agreement.

     "Sprint  PCS  Customer  Service  Standards"  means those  customer  service
standards  developed  by  Sprint  PCS  with  respect  to  customer  service  and
maintenance as described in Section 8.1 of the Management  Agreement,  as it may
be amended from time to time by Sprint PCS in  accordance  with the terms of the
Management Agreement.

     "Sprint  PCS  Insurance  Requirements"  means  the  insurance  requirements
developed  by  Sprint  PCS as  described  in  Section  12.3  of  the  Management
Agreement,  as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

     "Sprint  PCS  Management  Agreement"  has the same  meaning  as  Management
Agreement.

     "Sprint PCS National Accounts Program  Requirements"  means the program and
requirements  established  in  accordance  with  Section  4.2 of the  Management
Agreement  with  respect  to  national  accounts  development,  maintenance  and
management,  as it may be amended from time to time by Sprint PCS in  accordance
with the terms of the Management Agreement.

     "Sprint PCS National or Regional  Distribution Program  Requirements" means
any distribution program and requirements established in accordance with Section
4.1 of the  Management  Agreement,  as it may be  amended  from  time to time by
Sprint PCS in accordance with the terms of the Management Agreement, and entered
into by Sprint PCS or its Related  Parties and a  third-party  distributor  (for
example, a national chain of retail electronics stores) from time to time, under
which the third party will  distribute,  lease or sell Sprint PCS  Products  and
Services  on a  national  or  regional  basis.  The term  "distributor"  means a
reseller  of  Sprint  PCS  Products  and  Services,  or an agent of  Sprint  PCS
authorized  to sell Sprint PCS Products and Services on behalf of Sprint PCS, or
a person  engaged in any other  means of  wholesale  or retail  distribution  of
Sprint PCS Products and Services.

     "Sprint PCS  Network"  means the  national  wireless  network and  business
activities  to be  developed  by Sprint PCS,  Manager and Other  Managers in the
United  States and certain of its  territories  and  possessions,  which network
includes the Service Area Network.

     "Sprint  PCS  Products  and  Services"  means all types and  categories  of
wireless  communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and  implemented in the future) as
products  and  services  to be  offered  by Sprint  PCS,  Manager  and all Other
Managers as the  products  and  services of the Sprint PCS Network for fixed and
mobile voice,  short  message and other data services  under the FCC's rules for
broadband  personal  communications  services,  including all local area service
plans.  Sprint PCS  Products and  Services do not include  wireline  products or
services,  including local exchange service, wireline long distance service, and
wireline based Internet access.

     "Sprint PCS Roaming and Inter Service Area Program Requirements" means:

     (i)  the roaming  program and  requirements  established in accordance with
          Section 4.3 of the Management Agreement,  as amended from time to time
          by  Sprint  PCS  in  accordance  with  the  terms  of  the  Management
          Agreement, to provide for customers from a carrier not associated with
          the Sprint PCS Network to operate the customer's handset on the Sprint
          PCS Network  and for  customers  from the Sprint PCS Network  (whether
          customers of Sprint PCS,  Manager or an Other  Manager) to operate the
          customer's  handset on a network of a carrier not associated  with the
          Sprint PCS Network, and

     (ii) the  program  established  in  accordance  with  Section  4.3  of  the
          Management  Agreement,  as amended  from time to time by Sprint PCS in
          accordance with the terms of the Management Agreement,  to provide for
          customers  from one Service  Area on the Sprint PCS  Network,  whether
          managed by Sprint PCS,  Manager,  or an Other Manager,  to operate the
          customer's  handsets and otherwise receive seamless service regardless
          of  whether  the  customer  makes its call to or from the  Sprint  PCS
          Network and regardless of whether the customer is a customer of Sprint
          PCS, Manager or an Other Manager.

     "Sprint  PCS  Technical  Program  Requirements"  means  the  operating  and
technical  performance  standards  established by Sprint PCS, in accordance with
Section 7.2 of the Management Agreement,  as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, for the Sprint PCS
Network as the may be amended from time to time by Sprint PCS in accordance with
the terms of the Management Agreement.

     "Sprint   Spectrum"  means  Sprint   Spectrum  L.P.,  a  Delaware   limited
partnership.

     "Sprint Spectrum Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint Spectrum  Trademark and Service Mark License  Agreement" means that
certain Sprint Spectrum Trademark and Service Mark License Agreement executed by
Manager and Sprint Spectrum and any documents  incorporated by reference in said
agreement.

     "Sprint  Trademark and Service Mark License  Agreement"  means that certain
Sprint  Trademark  and Service  Mark License  Agreement  executed by Manager and
Sprint and any documents incorporated by reference in said agreement.

     "SprintCom" means SprintCom, Inc., a Kansas corporation.

     "Subsidiary"  of any Person as of any  relevant  date means a  corporation,
company or other entity (i) more than 50% of whose outstanding  shares or equity
securities  are, as of such date,  owned or  controlled,  directly or indirectly
through one or more  Subsidiaries,  by such Person, and the shares or securities
so owned entitle such Person and/or Subsidiaries to elect at least a majority of
the  members  of the board of  directors  or other  managing  authority  of such
corporation,  company or other entity notwithstanding the vote of the holders of
the remaining shares or equity securities so entitled to vote or (ii) which does
not have outstanding shares or securities,  as may be the case in a partnership,
joint  venture  or  unincorporated  association,  but  more  than  50% of  whose
ownership  interest  is,  as of such  date,  owned or  controlled,  directly  or
indirectly  through one or more  Subsidiaries,  by such Person, and in which the
ownership interest so owned entitles such Person and/or Subsidiaries to make the
decisions for such corporation, company or other entity.

     "Successor  Notice" has the meaning set forth in Section  17.15.2(e) of the
Management Agreement.

     "Term" means during the tern of the  Management  Agreement,  including  the
Initial Tern and any renewal terms.

     "Trademark and Service Mark Usage Guidelines" means the rules governing the
depiction  and  presentation  of the  Licensed  Marks then  generally  in use by
Licensor,  to be furnished  by Licensor to Licensee,  as the same may be amended
and updated from time to time by Licensor.

     "Trademark License  Agreements" means the Sprint Trademark and Service Mark
License  Agreement  and the Sprint  Spectrum  Trademark and Service Mark License
Agreement.

     "Type II  Report"  has the  meaning  set  forth in  Section  12.1.2  of the
Management Agreement.

     "Voluntary  Bankruptcy"  has the meaning set forth in Section 11.3.7 of the
Management Agreement.

     "wireless  mobility  communications  network" means a radio  communications
system  operating in the 1900 MHz spectrum  range under the rules  designated as
Subpart E of Part 24 of the FCC's rules.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>dex1010.txt
<DESCRIPTION>SALES AGENCY AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.10
                         SALES AGENCY AGREEMENT BETWEEN

                     SPRINT COMMUNICATIONS COMPANY L.P. AND

                                AIRGATE PCS, INC.

This Sales Agency Agreement (as amended from time to time, "Agreement") made as
of May 1, 2001 ("Effective Date"), is between Sprint Communications Company
L.P., a Delaware limited partnership ("Sprint") and AirGate PCS, Inc., ("Sales
Agent").

                                    RECITALS

A.   Sales Agent desires to act as Sprint's  agent for the marketing and sale of
     Sprint's  residential  wireline  voice  long  distance   telecommunications
     services  ("Sprint  Services") to Customers  through  Sales Agent's  retail
     stores in the United States.

B.   Sprint  desires to appoint  Sales  Agent as its  limited  agent to promote,
     distribute and sell Sprint  Services as described in this Agreement and any
     Exhibits, Attachments or Addenda hereto.

                                      TERMS

In consideration of the covenants, terms and conditions of this Agreement the
parties agree as follows:

1.       Defined Terms

1.1. "A-Status Sale" or "A-Status" means a sale of Sprint Services to a Customer
     who passes all Sprint's  screening  processes  and whose Sprint  Service is
     activated by Sprint.

1.2. "Customer"  means a person who purchases  Sprint  Services as a result of a
     sale by Sales Agent under this Agreement.

1.3. "Commission" means the commission payable to Sales Agent by Sprint pursuant
     to this Agreement.

1.4. "Market"  means a market  defined  by  Sprint  for its  internal  marketing
     purposes,  which market generally corresponds to a metropolitan area rather
     than to an individual city or other governing unit.

1.5. "Net  Collectible  Monthly  Revenue"  means the total amount  billed to the
     customer for monthly recurring charges and monthly usage charges for Sprint
     Services.  Net Collectible  Monthly Revenue  excludes taxes and surcharges,
     special access charges, directory assistance charges, charges for non-voice
     telecommunications  services,  charges  which  are  subsequently  credited,
     volume and other promotional  discounts,  fraudulently charged amounts, bad
     debt and  uncollectibles,  write-offs,  and  amounts  Sprint is required by
     governmental or  quasi-governmental  authorities to collect on behalf of or
     pay to others in support of statutory or regulatory  programs.  Examples of
     such programs include,  but are not limited to, the Universal Service Fund,
     the Primary  Interexchange  Carrier  Charge,  and  compensation to payphone
     service providers for use of their payphones to access Sprint's service.

1.6. "Rate  Schedules" means Sprint's  schedules of rates,  terms and conditions
     for Sprint Services.

1.7. "Retail  Sales Force"  means Sales  Agent's  employees  that are engaged in
     direct sales activities at Sales Agent's retail stores.

1.8. "Sprint Marks" are the trade names, logo,  service marks,  brands and other
     trademarks of Sprint.

1.9. "Sprint Services" means Sprint's  residential  wireline voice long distance
     telecommunications  services.  "Sprint  Services"  does not  include  other
     services offered by Sprint, such as data services.

1.10."Tariff'  means those tariffs  filed by either Party with state  regulatory
     commissions for intrastate Service.

1.11."Terms and  Conditions  of  Service"  means the terms and  conditions  that
     govern either Party's interstate Service.

2.       Appointment

2.1. Agency. Subject to this Agreement, Sprint appoints Sales Agent as its agent
     for the limited  purposes of selling Sprint  Services to Customers  through
     Sales Agent's Retail Sales Force in the United States.  Sales Agent accepts
     the appointment.

2.2. Restriction  on Sales Agent  Authority.  Sales Agent is a limited  agent of
     Sprint only for the purposes  expressly  set out in this  Agreement.  Sales
     Agent is not authorized to sign any offer,  proposal or agreement on behalf
     of Sprint. Sales Agent is authorized to use only its Retail Sales Force for
     the sale of Sprint  Services.  Sales made by Sales Agent of Sprint Services
     may be made only via a  one-on-one  consultative  basis with the  Customer.
     Sales  Agent is must use  commercially  reasonable  efforts to perform  its
     sales  obligations  under  this  Agreement.  Sales  Agent  may not set up a
     multi-level marketing,  pyramid promotional scheme or any similar structure
     to sell Sprint Services.

2.3. Compliance.  Sales  Agent must  comply with all  procedures,  policies  and
     operating  guidelines on the marketing and sale of Sprint Services that are
     established by Sprint,  including procedures required by law or contract or
     policies  adopted  by Sprint  (e.g.,  advising  Customers  of the terms and
     conditions of the Sprint Services or  pre-approval  of marketing  packets).
     Sprint will notify Sales Agent in writing a commercially  reasonable  time,
     but not less than 30 days, in advance of the  effective  date of any new or
     revised  procedures  and/or  operating  guidelines,  unless a shorter  time
     period is required by law or specified in this Agreement.

2.4. No Contractual Relationship with Retail Sales Force.

2.4.1. General.  Notwithstanding  Sales  Agent's  right to use its Retail  Sales
     Force to sell Sprint  Services,  Sprint will deal only with Sales Agent and
     will not deal directly with or have any  obligations to any member of Sales
     Agent's  Retail  Sales  Force.  Without  limiting  the  generality  of  the
     foregoing, Sales Agent:

     (1)  must place all orders for Sprint Services;

     (2)  coordinate all advertisements and promotional  activity under Sections
          4.5 and 4.6; and

     (3)  is liable for payment of all amounts due Sprint under this Agreement.

2.4.2. Independent Contractor.  Sales Agent is an independent contractor with no
     authority to act for or on behalf of Sprint,  except as  expressly  granted
     herein.  Sales  Agent  may  not  use  agents  or  third  party  vendors  or
     representatives  to solicit  Customers for Sprint  without  Sprint's  prior
     consent.  Sales  Agent  has no  authority  to  bind  Sprint  in any  manner
     whatsoever  except as  authorized  by Sprint.  Sprint has no  obligation to
     employees or agents utilized by Sales Agent to attract Customers to Sprint.
     Such individuals are at all times employees or agents of Sales Agent. Sales
     Agent is solely responsible for all expenses and obligations incurred by it
     as a  result  of its  efforts  to  solicit  Customers  for  Sprint,  unless
     otherwise agreed to in advance by the Parties. Sales Agent agrees to comply
     with laws, regulations and orders relating to equal employment opportunity,
     workers' compensation, unemployment compensation and FICA.

2.4.3. Methods of Operations.  Sales Agent,  its  subcontractors,  employees and
     agents,  are  independent  contractors  for all  purposes and at all times.
     Sales  Agent is  responsible  for  control  over the methods and details of
     performing the services  described in this  Agreement,  subject to Sprint's
     inspection. Sales Agent is also solely responsible for providing all tools,
     material, training, hiring, supervision, hours of work, employment policies
     and procedures,  work rules,  compensation,  discipline, and termination of
     employment for Sales Agent's employees.

2.4.4. Wages and Payroll Taxes. Sales Agent is solely responsible for payment of
     wages, salaries,  fringe benefits and other compensation of, or claimed by,
     its employees including, without limitation,  contributions to any employee
     benefit,  medical or savings plan and is responsible  for all payroll taxes
     including,  without limitation, the withholding and payment of all federal,
     state  and  local  income  taxes,  FICA,  unemployment  taxes and all other
     payroll taxes.

2.4.5. Sprint's Right to Reject.  Sprint has the right, in its sole  discretion,
     to reject any  individual as a member of Sales Agent's  Retail Sales Force.
     If Sprint  rejects an individual  as a member of the Sales  Agent's  Retail
     Sales  Force,  Sales Agent must insure that that  individual  does not sell
     Sprint  Services.  Sprint has the  further  right to notify  Sales Agent in
     writing and  require  that Sales Agent  insure that that  individual  is no
     longer  selling Sprint  Services from and after the date of notice.  Sprint
     does not  have to pay  Commissions  to  Sales  Agent  for  sales of  Sprint
     Services made by any (i) individual whom Sprint has rejected as a member of
     the Retail Sales Force,  or (ii)  individual whom Sprint has notified Sales
     agent can no longer sell Sprint Services.

2.4.6. Sales Agent  Representations,  Warranties  and Covenants  with Respect to
     Retail  Sales Force.  Sales Agent  represents,  warrants  and  covenants to
     Sprint as follows:

     (1)  Sales Agent is responsible for the acts or omissions of each member of
          the Retail Sales Force;

     (2)  no one other  than the  members  of the  Retail  Sales  Force may sell
          Sprint Services;

     (3)  each member of the Retail Sales Force will comply with the  applicable
          provisions of this Agreement, including the confidentiality provisions
          (Section 7) and the sales and marketing provisions (Section 4); and

     (4)  each member of the Retail Sales Force has a confidentiality obligation
          to   Sales   Agent  at  least   as   restrictive   as  Sales   Agent's
          confidentiality obligations to Sprint under this Agreement.

2.5. No Sale to Resellers.  Sales Agent will require that the Retail Sales Force
     sell Sprint Services to Customers only. Sales Agent  acknowledges  that one
     of Sprint'  primary  reasons for selecting Sales Agent as a sales agent for
     the Sprint Services is to assure a broad distribution of Sprint Services to
     Customers.  Sales  Agent  agrees  that it will not  knowingly,  directly or
     indirectly, sell, or permit the Retail Sales Force to sell, Sprint Services
     to  a  reseller  of  telecommunications  services  or  to  anyone  that  is
     purchasing  the Sprint  Services for the purpose of reselling  them.  Sales
     Agent will take and  require  its  Retail  Sales  Force to take  reasonable
     efforts  to   determine   if  a  volume   purchaser   is  a   reseller   of
     telecommunications services.

3.       Term

     The term of this Agreement is 1 year from the Effective Date, unless sooner
     terminated as permitted in this  Agreement.  This  Agreement  automatically
     renews  for  consecutive  1 year  periods on each  anniversary  date of the
     Effective Date, unless either party gives the other party written notice of
     non-renewal at least 30 days before the anniversary date.

4.       Sale of Sprint Services

4.1. Commissions.  Except as  otherwise  provided  in Exhibit A attached to this
     Agreement, Sprint will pay Sales Agent a Commission as described in Exhibit
     A (Commissions)  on or before the last day of the month following the month
     in which a sale of Sprint  Services by Sales Agent  becomes  A-Status.  Any
     Commission  paid is subject to charge back as provided in Exhibit A. Sprint
     will pay Sales Agent  Commissions  only for sales of Sprint  Services  made
     while this  Agreement is in effect.  Sales Agent must not rebate,  split or
     otherwise  share any  Commissions  Sales Agent is paid with  respect to the
     sale of  Sprint  Services  with any  Customer  obtaining  a Sprint  Service
     without Sprint's prior written consent.

4.2. Sales Activity.

4.2.1. Authorization to Sell Sprint Services.  Sprint  authorizes Sales Agent to
     sell Sprint  Services in the retail  stores  described in Exhibit B and any
     other mutually  agreed-upon Sales Agent retail stores.  Sales Agent may not
     modify,  amend,  waive,  cancel or  otherwise  change any  Sprint  Services
     offering. Sprint reserves the right, in its sole discretion, to: (a) add or
     delete individual  service offerings or Sprint Services from those that the
     Sales Agent is authorized to sell; or (b) change the Rate Schedules,  Terms
     and Conditions of Service or Tariffs for any Sprint  Services or individual
     service  offerings  that Sales Agent is authorized to sell.  Any changes to
     the Sprint  Services  that Sales  Agent may sell are  effective  as soon as
     Sprint gives notice of the change to Sales Agent, except that non- material
     changes to Sprint's  Rate  Schedules,  Terms and  Conditions  of Service or
     Tariffs are  effective  immediately  when made.  Sprint is not obligated to
     make all of its  service  offerings  available  for  sale by  Sales  Agent;
     rather, Sprint can make as limited a set of service offerings as Sprint may
     choose, in its sole discretion, available to Sales Agent.

4.2.2. Marketing and Sale of Sprint Services.

     (1)  Sales Agent must provide a one-on-one,  consultative  sales experience
          for the Customer to ensure the Customer's  understanding of the nature
          of the Sprint  Service  purchased and the terms of the Sprint  Service
          selected by the Customer.

     (2)  Sales Agent must  complete and deliver to Sprint all orders for Sprint
          Services obtained by the Sales Agent. Sprint will conduct its standard
          credit check on the proposed Customer.

          (a)  If the Customer  qualifies  for the Sprint  Service for which the
               credit  check was run, is  otherwise a Customer to whom Sprint is
               willing to provide the Sprint Service, and the order is complete,
               legible and accurate,  Sprint will provide  Sprint Service to the
               Customer.

          (b)  If the Customer does not qualify for the Sprint Service for which
               the credit  check was run,  Sales Agent or Sprint will notify the
               Customer  directly  and  Sales  Agent or  Sprint  may  offer  the
               Customer an  alternative  Sprint  Service for which the  Customer
               qualifies.  If Sprint provides the Customer an alternative Sprint
               Service, Sales Agent will earn Commission for that Sprint Service
               when the sale of that  Sprint  Service  becomes  A-Status  if the
               requirements of Section 4.1 and Exhibit A are met.

4.2.3. Order Acceptance and Cancellation.  Orders for Sprint Services  submitted
     by Sales Agent are not binding until accepted by Sprint. Sprint may, in its
     sole discretion,  reject any order solicited or taken by Sales Agent if the
     order fails to pass any of Sprint's screening processes.

4.2.4. Customers.  All Customers  purchasing Sprint Services through the efforts
     of Sales Agent are  Customers  of Sprint.  Sales Agent must comply with all
     Sprint  procedures  regarding  activation,  care and dealing with  Sprint's
     Customers.  Sales  Agent  will not  impose any  activation  or other  fees,
     standards,  sales  conditions,  or  contracts  not written by Sprint on any
     Customer.  Sales Agent is not authorized to bill or collect any moneys from
     Customers on behalf of Sprint.

4.3. Training.   Sprint  will  provide  all  training   (trainers  and  training
     materials,  initial and  continuing)  for the Retail  Sales Force  trainers
     regarding the features and  functionality of Sprint  Services.  Sales Agent
     must  provide  the place for this  training  and make the  trainers  of the
     Retail Sales Force available.  Sales Agent and Sprint will use commercially
     reasonable  efforts to  coordinate  and plan all training  sessions.  Sales
     Agent must have each member of the Retail Sales Force  receive a sufficient
     amount  of  training  from  Sprint  in order  to  provide  a  professional,
     one-on-one   consultative   sales   experience  to  Customers.   If  Sprint
     establishes a training program  designed to provide a Sprint  certification
     of Sales  Agent as a  trainer,  Sales  Agent will  obtain  the  appropriate
     certification,  as determined by Sprint, within 90 days of Sprint notifying
     Sales Agent of the establishment of the certification program.

4.4. Liability for Sprint Services Procured by Fraud or Misrepresentation. Sales
     Agent is  liable  to  Sprint  for all  uncollected  amounts  billed  to any
     Customer  purchasing a Sprint  Service  through Sales  Agent's  efforts for
     Sprint  Services that are procured by or through fraud or fraudulent  means
     of Sales Agent or its Retail Sales Force or if Sales Agent or any member of
     its Retail  Sales Forces fails to follow  Sprint  procedures,  policies and
     operating  guidelines on the  marketing and sale of Sprint  Services in any
     material respect in accordance with Section 2.3.

4.5. Advertising and Marketing. Sales Agent will actively promote and market the
     Sprint  Services in accordance  with the standards set from time to time by
     Sprint.  Sprint will  develop  and design all  advertising,  marketing  and
     promotional   plans  and   sales   collateral   (collectively,   "Marketing
     Materials") to be used in Sales Agent's retail stores and will pay for such
     development  and  design  costs.  Sales  Agent  may not  use any  Marketing
     Materials  not provided by Sprint,  and may not modify any  Sprint-provided
     Marketing  Materials,  without Sprint's prior written consent.  Sales Agent
     will pay for the  inventory  of  Marketing  Materials  that are used in its
     retail stores.

4.6. Internet  Advertising;  No Internet  Sales.  Sales Agent may  advertise the
     Sprint Services or tell Customers how to reach Sales Agent on Sales Agent's
     Internet  website.  Any Internet  advertising  must receive  Sprint's prior
     written approval. Sales Agent may not use unsolicited commercial electronic
     or "spam"  messages to advertise or sell the Sprint  Services.  Sales Agent
     may not sell Sprint Services via the Internet.

5.       Limitation of Liability

NEITHER  PARTY  IS  LIABLE  TO THE  OTHER  FOR  SPECIAL,  INDIRECT,  INCIDENTAL,
EXEMPLARY,  CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS,  ARISING FROM
THE  RELATIONSHIP  OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF
THIS  AGREEMENT,  EXCEPT WHERE SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR
AWARDED TO A THIRD  PARTY IN A CLAIM OR ACTION  AGAINST  WHICH ONE PARTY TO THIS
AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY THE OTHER.

6.       Termination of Agreement

6.1. Events of Termination

6.1.1. Either party may terminate  this  Agreement for its  convenience  upon 30
     days written notice to the other party.

6.1.2. Sprint may terminate this Agreement immediately if:

     (1)  Sales Agent fails to pay any amount due to Sprint under this Agreement
          when due;

     (2)  Sales Agent resells (directly or indirectly) the Sprint Service;

     (3)  Sales Agent  actively seeks or has a high  percentage of  terminations
          and  re-activations  of Customers  purchasing  Sprint Services through
          Sales Agent's efforts;

     (4)  Sales Agent institutes or becomes the subject of proceedings under any
          bankruptcy act, insolvency law or any law for the relief of debtors;

     (5)  a receiver is appointed for, or applied for by, Sales Agent;

     (6)  Sales Agent makes any assignment for the benefit of its creditors; or

     (7)  Sales Agent materially breaches this Agreement (other than as provided
          in (1) through (6) of this subparagraph  6.1.2.),  Sprint gives notice
          of breach to Sales  Agent and  Sales  Agent  fails to cure the  breach
          within 30 days of the date of the notice.

6.1.3.  Sales  Agent  may  terminate  this  Agreement  immediately  (except  for
     termination under Section 6.1.3(2)) if:

     (1)  Sprint  fails to pay when due any amount due to Sales Agent under this
          Agreement;

     (2)  Sprint materially breaches this Agreement, Sales Agent gives notice of
          breach to Sprint,  and Sprint fails to cure the breach  within 30 days
          of the date of the notice;

     (3)  Sprint  institutes  or becomes  the subject of  proceedings  under any
          bankruptcy act, insolvency law or any law for the relief of debtors;

     (4)  Sprint  makes an  application  for the  appointment  of a receiver for
          Sprint; or

     (5)  Sprint makes an assignment for the benefit of its creditors.

6.1.4. Sprint may  immediately  terminate  Sales  Agent's  right to sell  Sprint
     Services  through a particular  member of the Retail Sales Force without in
     any way  affecting  the rights and  obligations  of Sales  Agent and Sprint
     under this Agreement.

6.1.5. Sprint may  immediately  terminate  Sales  Agent's  right to sell  Sprint
     Services in any Market  without  terminating  this Agreement and without in
     any way  affecting  Sales  Agent's  rights and  obligations  to sell Sprint
     Services  in any other  Market.  If Sales  Agent  sells or attempts to sell
     Sprint  Services in any Market which Sprint has not  approved,  Sales Agent
     will  immediately  terminate all sales  activity in that Market upon notice
     from Sprint.  If Sales Agent fails to immediately  terminate all such sales
     activity in that Market, Sprint may immediately terminate this Agreement.

6.2. Method of Termination. A party having the right to terminate this Agreement
     (in whole or in part) may  exercise  the  right by giving  the other  party
     written notice stating the Agreement (in whole or in part) is terminated as
     of the later of the date of the notice or the permitted termination date.

6.3. Duties upon Expiration or  Termination.  Upon the expiration or termination
     of this Agreement by either party:

6.3.1. Sales Agent must use all commercially  reasonable  efforts to immediately
     (a) cease all of its efforts to promote the sale of the Sprint Services and
     (b) stop  using  Sprint's  Marks  in  connection  with  the sale of  Sprint
     Services under this Agreement;

6.3.2. Sales Agent must  notify each member of the Retail  Sales Force that this
     Agreement is terminated and they are to  immediately  (a) cease all efforts
     to promote  the sale of the  Sprint  Services  and (b) stop using  Sprint's
     Marks;

6.3.3. both  parties will  immediately  refrain  from making any  statements  or
     taking any actions  that might cause third  parties to infer that any sales
     agency relationship continues to exist between the parties pursuant to this
     Agreement,  and where  necessary  or  advisable,  immediately  inform third
     parties  that  the  parties  no  longer  have a sales  agency  relationship
     pursuant to this Agreement;

6.3.4. Sprint is not obligated to accept and process any further orders received
     from Sales Agent after the date of termination or expiration;

6.3.5. if Sprint  terminates Sales Agent's right to sell Sprint Services through
     a particular  member of the Retail  Sales  Force,  Sales Agent must use all
     commercially  reasonable  efforts to ensure that member of the Retail Sales
     Force  immediately  ceases all  efforts  to promote  the sale of the Sprint
     Services, including notifying that member of the Retail Sales Force that he
     or she is to  immediately  (a) cease all efforts to promote the sale of the
     Sprint Services, and (b) stop using Sprint's Marks.

6.4. Effect of Termination.  Termination of this Agreement is without  prejudice
     to any other rights or remedies of the parties and is without liability for
     any loss or  damage  occasioned  by the  termination.  Termination  of this
     Agreement  for any cause does not release  either party from any  liability
     which, at the time of termination, has accrued to the other party, or which
     may accrue in respect of any act or omission before termination or from any
     obligation  which is  expressly  stated to survive the  termination.  Sales
     Agent  is not  entitled  to the  payment  of any  Commissions  that was not
     already  earned  on the  termination  date  (other  than  Monthly  Residual
     Commissions payable after the Termination of this Agreement with respect to
     sales occurring prior to Termination of this Agreement).

7.       Confidentiality; Trade Secrets

7.1. Neither  Party,  nor its  directors,  officers,  employees  or agents,  may
     disclose  the  terms of this  Agreement  to any  unaffiliated  third  party
     without  the  written  consent  of the other  Party,  except  as  otherwise
     required by law.

7.2. All information,  including without limitation all oral, visual and written
     information,  including all information disclosed prior to the date of this
     Agreement  pursuant to the  negotiations  of the parties,  disclosed to the
     other  party and marked  "Confidential"  or  "Proprietary"  is deemed to be
     confidential,  restricted  and  proprietary  to the  disclosing  party (the
     "Confidential  Information").   Written  materials  must  be  conspicuously
     labeled "Confidential" or "Proprietary" at the time disclosed or as soon as
     practicable  thereafter,  but not more than 15 days  after the  disclosure.
     Oral and visual  information must be confirmed in writing as "Confidential"
     or "Proprietary" within 15 days of the date disclosed.

7.3. Each  party  will  maintain  the   confidentiality  of  the  other  party's
     Confidential Information. The party receiving Confidential Information will
     use it only to further the relationship  between the parties.  Confidential
     Information  may not be  disclosed  to any third party  without the written
     consent  of the  disclosing  party.  Each party  agrees  that the other may
     disclose Confidential Information it receives to its employees,  directors,
     officers,  accountants,  lawyers  or other  agents who have a need to know,
     subject to the terms of this Agreement.  The party  receiving  Confidential
     Information  must  provide  at  least  the  same  reasonable  care to avoid
     disclosure  in  breach  of  this  Agreement  or  unauthorized  use  of  the
     disclosing party's  Confidential  Information as it provides to protect its
     own similar Confidential Information.  All Confidential Information remains
     the property of the disclosing party, and no rights, licenses,  trademarks,
     inventions,  copyrights, patents, or other intellectual property rights are
     implied or granted  under this  Agreement,  except to use the  Confidential
     Information  as provided in this  Agreement.  The receiving  party will not
     reproduce Confidential Information except to accomplish the purpose of this
     Agreement.

7.4. The receiving  party does not have an  obligation  to protect  Confidential
     Information  that is:  (a) in the  public  domain  through  no fault of the
     receiving  party;  (b) within the  legitimate  possession  of the receiving
     party, with no  confidentiality  obligations to a third party; (c) lawfully
     received  from a third  party  having  rights  in the  information  without
     restriction,  and  without  notice of any  restriction  against its further
     disclosure;  (d)  independently  developed by the  receiving  party without
     breaching this Agreement or by parties who have not had, either directly or
     indirectly,  access to or knowledge of the Confidential Information; or (e)
     disclosed with the prior written consent of the disclosing party. If in the
     opinion of counsel for the receiving  party,  Confidential  Information  is
     required to be produced by law, court order, or governmental authority, the
     receiving  party  must  immediately  notify  the  disclosing  party of that
     obligation.  The disclosing  party may move the ordering court or authority
     for a protective order or other appropriate relief.

7.5. All  information  (including  but not limited to name,  address,  telephone
     number,  usage and billing  information,  income and feature preference) of
     individuals solicited by Sales Agent to become Sprint Customers and/or sold
     Sprint  Services by Sales Agent is Sprint  Confidential  Information  under
     this Section 7 and is trade secret information  belonging to Sprint.  Sales
     Agent has no rights to information that Sprint has regarding a Customer who
     has purchased Sprint Services  through Sales Agent's  efforts.  Sales Agent
     will not sell or otherwise  disclose that a Customer is a Sprint  Customer,
     or any other trade secrets of Sprint to any third party at any time.

8.       Indemnification.

8.1. Indemnification  by Sprint.  Sprint  agrees to  indemnify,  defend and hold
     harmless Sales Agent, its directors,  managers, officers and employees from
     and against any and all claims, demands, causes of action, losses, actions,
     damages,  liability and expense,  including costs and reasonable attorneys'
     fees, against Sales Agent, its directors,  managers, officers and employees
     arising from or relating to Sprint's  provision of the Sprint Services,  or
     by  Sprint,  or  its  directors',   officers',  employees',   contractors',
     subcontractors',  agents' or representatives' breach of any representation,
     warranty or covenant  contained in this Agreement,  except where and to the
     extent the claim, demand, cause of action, loss, action, damage,  liability
     and expense  results from the  negligence  or willful  misconduct  of Sales
     Agent,   its   directors,   managers,   officers,   employees,   agents  or
     representatives. Sprint's indemnification obligations under this Section do
     not apply to any third party  vendors  that  provide  services  directly to
     Sales Agent under a separate agreement.

8.2. Indemnification of Sales Agent. Sales Agent agrees to indemnify, defend and
     hold  harmless  Sprint,  its  directors,  officers and  employees  from and
     against any and all claims,  demands,  causes of action,  losses,  actions,
     damages,  liability and expense,  including costs and reasonable attorneys'
     fees, against Sprint, its directors, officers and employees arising from or
     relating  to Sales  Agent's  sale of Sprint  Services,  or its  directors',
     managers' officers', employees', contractors',  subcontractors', agents' or
     representatives'  violation of any law, regulation or ordinance  applicable
     to  Sales  Agent,  or  by  Sales  Agent's,  or  its  directors',  managers'
     officers',   employees',   contractors',    subcontractors',   agents'   or
     representatives'  breach  of  any  representation,   warranty  or  covenant
     contained  in this  Agreement,  except  where and to the  extent the claim,
     demand,  cause of action,  loss,  action,  damage,  liability  and  expense
     results from the negligence or willful misconduct of Sprint, its directors,
     officers,    employees,    contractors,     subcontractors,    agents    or
     representatives.

8.3. Procedure.

8.3.1. Notice.  Any party being indemnified  ("Indemnitee")  will give the party
     making  the  indemnification  ("Indemnitor")  written  notice  as  soon  as
     practicable  but not later  than 5 business  days  after the party  becomes
     aware of the facts,  conditions  or events  that give rise to the claim for
     indemnification if:

     (1)  any  claim  or  demand  is  made  or  liability  is  asserted  against
          Indemnitee; or

     (2)  any suit,  action, or administrative or legal proceeding is instituted
          or  commenced  in  which  Indemnitee  is  involved  or is  named  as a
          defendant either individually or with others.

     Failure to give notice as  described  in this  Section  does not modify the
     indemnification  obligations  of this  provision,  except if  Indemnitor is
     harmed by failure to provide timely notice to Indemnitor,  then  Indemnitor
     does not have to indemnify Indemnitee for the harm caused by the failure to
     give the timely notice.

8.3.2. Defense by Indemnitor.  If within 30 days after giving notice  Indemnitee
     receives written notice from Indemnitor stating that Indemnitor disputes or
     intends to defend against the claim,  demand,  liability,  suit,  action or
     proceeding,  then  Indemnitor  will have the right to select counsel of its
     choice and to dispute or defend against the claim, demand, liability, suit,
     action or proceeding, at its expense.

     Indemnitee  will fully  cooperate with Indemnitor in the dispute or defense
     so long as Indemnitor is conducting  the dispute or defense  diligently and
     in good faith.  Indemnitor  is not permitted to settle the dispute or claim
     without the prior written  approval of Indemnitee,  which approval will not
     be unreasonably  withheld.  Even though  Indemnitor  selects counsel of its
     choice,  Indemnitee has the right to retain  additional  representation  by
     counsel of its choice to  participate in the defense at  Indemnitee's  sole
     cost and expense.

8.3.3.  Defense  by  Indemnitee.  If no notice of intent to dispute or defend is
     received by Indemnitee  within the 30-day period, or if a diligent and good
     faith  defense is not being or ceases to be conducted,  Indemnitee  has the
     right to dispute and defend against the claim, demand or other liability at
     the sole cost and expense of Indemnitor and to settle the claim,  demand or
     other liability,  and in either event to be indemnified as provided in this
     Section. Indemnitee is not permitted to settle the dispute or claim without
     the prior  written  approval  of  Indemnitor,  which  approval  will not be
     unreasonably withheld.

8.3.4. Costs.  Indemnitor's  indemnity obligation includes reasonable attorneys'
     fees,  investigation  costs,  and all other  reasonable  costs and expenses
     incurred by  Indemnitee  from the first notice that any claim or demand has
     been made or may be made,  and is not limited in any way by any  limitation
     on the amount or type of damages,  compensation,  or benefits payable under
     applicable  workers'  compensation acts,  disability benefit acts, or other
     employee benefit acts.

9.       Disputes Concerning Commission Payments/Books and Records/Audit.

9.1. Disputes Concerning  Commission Payments.  If any dispute arises concerning
     any  Commission  payment due hereunder,  the disputing  party must give the
     other party written  notice of the nature and amount of the dispute  within
     120 days of receipt of payment and  adequate  supporting  documentation  to
     verify such  Commission.  If a party does not receive such  written  notice
     within that 120 days period, all Commission payments made will be final and
     the other  party may not  thereafter  dispute  the  nature or amount of the
     Commission  payment.  If,  however,  the  complaining  party  did not  have
     knowledge of the Commission  due it because of fraud,  failure to disclose,
     breach of this  Agreement  or any other act or omission of the other party,
     this provision shall not apply and the complaining party has two years from
     the date of discovery of the relevant  facts in which to make a claim.  The
     limitations  provided  in this  Section  9.1 shall not apply to  Commission
     errors,  issues and disputes  arising in connection with, or discovered in,
     an audit under Section 9.2,  even though such audit is conducted  more than
     120 days after receipt of payment and adequate supporting documentation.

9.2. Audit.  Each party will maintain complete and accurate  accounting  records
     during the term of this Agreement and for 12 months following conclusion or
     expiration of all  post-agreement  payment  obligations of the parties in a
     consistent form to substantiate the direct monetary  payments and reporting
     obligations  of one party to any other  party  under this  Agreement.  Each
     party may, upon  reasonable  advanced  written  notice,  conduct during the
     other party's regular business hours, and in accordance with applicable law
     and  reasonable  security  requirements,  audits  of such  direct  monetary
     payment and reporting  obligation  accounts and records, in accordance with
     the following guidelines and restriction: (a) the audit may be conducted by
     members of the internal audit  department who are employees of the auditing
     party or by an independent auditor,  provided that the auditor has signed a
     confidentiality  agreement acceptable to the audited party, (b) the audited
     party may  require  audit on the  premises of the  audited  party,  (c) the
     audited  party will have the right to have an  employee  or  representative
     present at all times during the audit, (d) the auditing party will not have
     direct unrestricted access to the audited party's computer database without
     the consent of the audited party, and will be entitled to review only those
     specific  records of the audited  party  directly  related to the  monetary
     obligations  of the audited  part  hereunder  or the  applicable  Addendum,
     specifically  limited  to  customer  activations,  deactivations,  customer
     billing  records,  and any other records  directly  related to the monetary
     obligations of such party hereunder;  and (e) the auditing party's audit of
     activation,  deactivation and Customer billing records will be limited to a
     reasonable random sampling audit of these records.

     Subject to the  restrictions  set forth  above,  the  audited  party  shall
     cooperate  fully with the auditing  party.  All  reasonable  fees and costs
     incurred (including a reasonable charge for the services of any employee of
     the  audited  party  directly  involved  in the  audit) by either  party in
     connection  with  such  audits  shall be paid by the  auditing  party.  The
     audited  party  will have the right to have the  results  of any such audit
     reviewed by the audited party's  internal  auditing staff or by the audited
     party's independent  accountants who then audit the financial statements of
     the audited party  ("Independent  Auditors").  The cost of such internal or
     Independent  Auditors  review  shall  be borne by the  audited  party.  The
     audited party shall use its commercially  reasonable efforts to immediately
     correct any deficiencies related to performance uncovered by such audit.

10.      General Provisions

10.1.Notices.  All notices required or permitted to be given by any provision of
     this Agreement must be in writing and mailed (certified or registered mail,
     postage  prepaid,  return  receipt  requested)  or  delivered  by hand,  or
     overnight  courier  marked  next  day  morning  delivery,  or by  confirmed
     facsimile, charges prepaid and addressed as follows:

         If to Sales Agent:               If to Sprint:
         -----------------                ------------

         AirGate PCS, Inc.                Sprint
         233 Peachtree St., Ste. 1700     6360 Sprint Parkway
         Harris Tower                     Mailstop KSOPHE0406-4B753
         Atlanta, GA  30303               Overland Park, KS 66251
         Attn:  Mark Allen                Attn:  Director, Partnership Marketing
                                          -NCO

         With a copy to:                  With a copy to:

         AirGate PCS, Inc.                Sprint
         233 Peachtree St., Ste. 1700     8140 Ward Parkway
         Harris Tower                     Kansas City;  MO 64114
         Atlanta, GA  30303
         Attn:  Barbara L. Blackford      Attn:  Vice President
                                          -Law, Marketing & Sales


     Any party may from time to time  specify a  different  address by notice to
     the other party.  Any notice sent registered mail or certified mail will be
     deemed delivered 3 days after the notice is mailed. Any notice delivered by
     hand will be deemed  effective when delivered to or refused by the party to
     receive the notice. Any notice sent by overnight  courier,  marked next day
     morning  delivery,  will be deemed  delivered the day after it is deposited
     with the overnight courier. A notice sent via facsimile is deemed delivered
     upon receipt of  confirmation  that the  facsimile was  transmitted  to the
     other party's facsimile number.

10.2.Governing   Law.  The  terms  of  this  Agreement  will  be  construed  and
     interpreted  under the laws of the State of  Kansas  without  regard to its
     choice of law principles.

10.3.Jury Trial Waiver.  THE PARTIES HEREBY  EXPRESSLY  WAIVE ANY RIGHT THEY MAY
     HAVE TO A TRIAL BY JURY FOR ANY  DISPUTE  ARISING OUT OF OR RELATED TO THIS
     AGREEMENT.

10.4.Counterpart  Execution.  This  Agreement  may be  executed in any number of
     counterparts  with  the  same  effect  as if each  party  signed  the  same
     document.  All  counterparts  are  construed  together and  constitute  one
     Agreement.

10.5.Entire Agreement. The provisions of this Agreement,  including the Exhibits
     hereto, set out the entire agreement and understanding  between the parties
     as to the  subject  matter  of  this  Agreement  and  supersede  all  prior
     agreements,  oral or written, and other communications  between the parties
     relating to the subject matter of this Agreement.

10.6.Waivers;  Amendments.  The  observance of any term of this Agreement may be
     waived   (either   generally  or  in  a  particular   instance  and  either
     retroactively or  prospectively) by the party entitled to enforce the term,
     but any  waiver  is  effective  only if in a  writing  signed  by the party
     against which the waiver is to be asserted. Except as otherwise provided in
     this Agreement, no failure or delay of any party in exercising any power or
     right  under this  Agreement  operates  as a waiver  thereof,  nor will any
     single or partial  exercise of the right or power,  or any  abandonment  or
     discontinuance  of steps to enforce the right or power,  preclude any other
     or further  exercise  thereof or the  exercise of any other right or power.
     This Agreement may only be amended in writing.

10.7.Disclosure.  Neither party may make any media release,  public announcement
     or other disclosures relating to this Agreement,  its subject matter or the
     purpose of this  Agreement  without the prior written  consent of the other
     party.  If such  disclosure is required by law or the rules of any exchange
     on which such party's  securities  are listed,  the  disclosing  party will
     attempt to obtain the other party's consent prior to making the disclosure,
     but the  disclosing  party will not be in breach of this  provision  if the
     time  required  by law or the  exchange's  rules for making the  disclosure
     makes it impossible or impracticable to obtain such prior consent.

10.8.Compliance with Laws. The parties must comply with all applicable  federal,
     state,  county and local laws, rules,  regulations and orders that apply to
     the performance of their obligations under this Agreement.

SPRINT COMMUNICATIONS COMPANY L.P.            AIRGATE PCS, INC.


By:
                                              By: /s/ Thomas M. Dougherty
Its:
                                              Its:  President and CEO
Name:
                                              Name:  Thomas M. Dougherty

<PAGE>


                                       A-2
                                    EXHIBIT A
                                   COMMISSIONS

1.       Commissions

Sprint  agrees to pay  Sales  Agent the  following  Commissions  for the sale of
Sprint Services to Customers.

Sprint may, in its sole discretion,  amend this Exhibit, except that the Monthly
Residual  Commission  may not be reduced with respect to Customers who purchased
Sprint Services prior to the date of such amendment as a result of Sales Agent's
efforts  under  this  Agreement.  Any  amendment  that  affects  the  amount  of
Commissions  or the timing of earning or payment of  Commissions is effective 30
days after Sales Agent is notified of the amendment.

1.1. Standard Commission. Subject to any charge backs described in this Exhibit,
     Sales Agent earns a Standard  Commission  of $10 for each  A-Status Sale by
     Sales Agent.

1.2. Monthly Residual Commission. In addition to the Standard Commission, Sprint
     will  pay to  Sales  Agent a  Monthly  Residual  Commission  of 4.5% of the
     Customer's Net Collectible  Monthly Revenue for each consecutive month that
     the Customer remains a Sprint  Customer.  Sales Agent will continue to earn
     Monthly  Residual  Commission  on any A-Status  Sales that became  A-Status
     prior to the date of expiration  or  termination  of this  Agreement for as
     long  as the  Customer  continuously  remains  a  Sprint  Customer.  If the
     Customer switches to a new Sprint Service or service offering without first
     canceling,  terminating,  disconnecting  or deactivating his Sprint Service
     that was purchased  through Sales Agent,  Sales  Agent's  Monthly  Residual
     Commission will be based on Customer's Net Collectible  Monthly Revenue for
     the new Sprint  Service  or  service  offering.  If the  Customer  cancels,
     terminates,  disconnects or discontinues his Sprint Service for any reason,
     Sprint will not pay Sales Agent any further Monthly Residual Commission for
     that Customer.

2.       Charge Backs

A "charge back" is an amount Sprint may charge  against any amounts due to Sales
Agent for Commissions  earned under the specific terms of this Agreement and for
no other reason. During the term of this Agreement and upon its termination,  if
charge backs exceed  Commissions and other amounts,  if any, due to Sales Agent,
then Sales Agent must pay the excess to Sprint immediately upon notice by Sprint
to Sales Agent of the amount of the excess.  Without  limiting the generality of
this Section, the following items are charge backs:

2.1. If  Sprint   must   adjust   the   account   of  a   Customer   because  of
     misrepresentations  made by Sales  Agent to the  Customer in  violation  of
     Sprint  procedures,  policies and operating  guidelines  established  under
     Section 2.3 hereof (e.g., promising free calling); or

2.2. If Sales Agent accepts payment from a Customer for a Sprint Service and the
     payment is not immediately  delivered to the person at Sprint authorized to
     receive the  payments  in  violation  of Sprint  procedures,  policies  and
     operating guidelines established under Section 2.3 hereof.

No  chargebacks  are made with  respect  to an  A-Status  Sale even  though  the
Customer deactivates following such sale.

3.       Errors

If  Sprint  determines  that an error was made in any  Commission  paid to Sales
Agent,  Sprint may  adjust the next  payment  of  Commission  to Sales  Agent to
correct the error.  If no  additional  amounts are due Sales Agent,  Sales Agent
must  immediately upon receipt of notice of the error from Sprint pay the amount
of the error to Sprint.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>8
<FILENAME>dex1012.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.12

                                                                  EXECUTION COPY

                           THIRD AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

     THIS THIRD  AMENDMENT  TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  (this
"Agreement") dated as of the 19th day of December,  2001 (the  "Agreement"),  by
and among iPCS WIRELESS,  INC. (the "Borrower"),  a Delaware corporation,  iPCS,
INC.,   ("Holdings"),    a   Delaware   corporation,    iPCS   EQUIPMENT,   INC.
("Equipmentco"),  a Delaware  corporation  (collectively  with the  Borrower and
Holdings,  the "Loan Parties"),  the Lenders (as defined in the Credit Agreement
defined below), and TORONTO DOMINION (TEXAS), INC., as administrative agent (the
"Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Loan Parties,  the Lenders and the  Administrative  Agent are
parties to that certain Amended and Restated  Credit  Agreement dated as of July
12,  2000,  as amended by that certain  First  Amendment to Amended and Restated
Credit  Agreement  and Consent  dated as of February  23,  2001,  and as further
amended  by that  certain  Second  Amendment  to  Amended  and  Restated  Credit
Agreement and Consent dated as of September 28, 2001 (the "Credit Agreement");

     WHEREAS,  the Borrower has requested that the Lenders, and the Lenders have
agreed to, subject to the terms hereof, amend the Credit Agreement as more fully
set forth herein; and

     NOW,  THEREFORE,  in  consideration  of the premises  set forth above,  the
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree that all  capitalized  terms used and not defined  herein
shall have the meanings  ascribed thereto in the Credit  Agreement,  and further
agree as follows:

     1.   Amendment  to  Section  1.3.   Section  1.3,   Accounting   Terms  and
Determinations,   of  the  Credit  Agreement,  is  hereby  amended  by  deleting
subsection  (c)  in its  entirety  and  by  substituting  in  lieu  thereof  the
following:

          "(c) To enable the ready and  consistent  determination  of compliance
     with the  covenants set forth in this  Agreement,  neither the Borrower nor
     Holdings  will change the last day of its fiscal year from  September 30 or
     the last days of its first  three  fiscal  quarters  in each of its  fiscal
     years from December 31, March 31 and June 30, respectively."

     2. No Other  Amendment  or Waiver.  Notwithstanding  the  agreement  of the
Lenders  to the  terms  and  provisions  of this  Agreement,  the  Loan  Parties
acknowledge  and  expressly  agree that this  Agreement is limited to the extent
expressly set forth herein and shall not constitute a modification of the Credit
Agreement or any other Loan  Documents  or a course of dealing at variance  with
the terms of the Credit  Agreement  or any other Loan  Documents  (other than as
expressly set forth above) so as to require further notice by the Administrative
Agent or the Lenders,  or any of them, of its or their intent to require  strict
adherence to the terms of the Credit  Agreement and the other Loan  Documents in
the future. All of the terms, conditions, provisions and covenants of the Credit
Agreement and the other Loan Documents shall remain  unaltered and in full force
and effect except as expressly modified by this Agreement.  The Credit Agreement
and each other  Loan  Document  shall be deemed  modified  hereby  solely to the
extent necessary to effect the waivers and amendments contemplated hereby.

3. Representations and Warranties. The Loan Parties hereby represent and warrant
in favor of the Administrative Agent and each Lender as follows:

          (a) Each of the Loan Parties has the corporate power and authority (i)
     to enter  into this  Agreement  and (ii) to do all other acts and things as
     are required or contemplated  hereunder to be done,  observed and performed
     by them;

          (b) This Agreement has been duly and validly executed and delivered by
     each of the  Loan  Parties  that is a party  thereto,  and  such  Agreement
     constitutes  the legal,  valid and  binding  obligations  of such  Persons,
     enforceable  against each such Person in accordance  with their  respective
     terms, except as limited by bankruptcy, insolvency or other laws of general
     application  relating to the  enforcement of creditors'  rights and general
     principles of equity.

          (c) The execution and delivery of this  Agreement and the  performance
     by the Loan Parties under the Credit Agreement and the other Loan Documents
     to which each is a party,  as amended  hereby,  do not and will not require
     the  consent  or  approval  of any  regulatory  authority  or  governmental
     authority  or agency  having  jurisdiction  over the Loan Parties or any of
     their  Subsidiaries  which  has  not  already  been  obtained,  nor  is  in
     contravention of or in conflict with the articles of incorporation, by-laws
     or partnership agreements of the Loan Parties or any of their Subsidiaries,
     or any provision of any statute,  judgment,  order, or material  indenture,
     instrument, agreement, or undertaking to which Loan Parties or any of their
     Subsidiaries  is a party or by  which  any of their  respective  assets  or
     properties is or may become bound; and

          (d) The representations  and warranties  contained in Article 7 of the
     Credit  Agreement and contained in the other Loan Documents remain true and
     correct as of the date hereof,  both before and after giving effect to this
     Agreement, except to the extent previously fulfilled in accordance with the
     terms of the Credit  Agreement or such other Loan Document,  as applicable,
     or to the extent relating  specifically to the earlier date. No Default now
     exists or will be caused hereby.

     4. Conditions Precedent:  Effective Date. This Agreement shall be effective
as of the  Agreement  Date  subject  to  satisfaction  of each of the  following
conditions precedent:

          (a) all of the  representations  and  warranties of the Borrower under
     Section  3 hereof  which  are made as of the date  hereof,  being  true and
     correct in all material respects; and

          (b)  receipt  by  the  Administrative  Agent  of  counterparts  hereof
     executed by the Required Lenders and each of the Loan Parties.

5.       Guarantor Acknowledgment.

          (a) Each of Holdings and Equipmentco  has guarantied the  Obligations.
     Holdings  and  Equipmentco  are  collectively  referred  to  herein  as the
     "Guarantors",  and the Guaranty executed by each Guarantor are collectively
     referred to herein as the "Guaranties".

          (b) Each Guarantor hereby  acknowledges that it has reviewed the terms
     and provisions of the Credit  Agreement and this Agreement.  Each Guarantor
     hereby confirms that the Guaranty to which it is a party or otherwise bound
     will  continue  to  guarantee,  as the case may be, to the  fullest  extent
     possible in accordance  with such Guaranty the payment and  performance  of
     all "Obligations" under each of the Guaranties, as the case may be (in each
     case as such  terms are  defined  in the  applicable  Guaranty),  including
     without  limitation the payment and  performance of all such  "Obligations"
     under  each of the  Guaranties,  as the  case  may be,  in  respect  of the
     Obligations  of the Borrower now or hereafter  existing under or in respect
     of the Credit Agreement and the Notes defined therein.

          (c) Each Guarantor  acknowledges and agrees that any of the Guaranties
     to which it is a party or otherwise  bound shall continue in full force and
     effect  and  that all of its  obligations  thereunder  shall  be valid  and
     enforceable  and shall not be  impaired  or  limited  by the  execution  or
     effectiveness  of this  Agreement.  Each Guarantor  represents and warrants
     that all representations and warranties  contained in the Credit Agreement,
     this  Agreement and the Guaranty to which it is a party or otherwise  bound
     are true,  correct and complete in all  material  respects on and as of the
     date  hereof  to the same  extent as  though  made on and as of that  date,
     except to the  extent  such  representations  and  warranties  specifically
     relate to an  earlier  date,  in which  case they were  true,  correct  and
     complete in all material respects on and as of such earlier date.

          (d) Each Guarantor  acknowledges  and agrees that (i)  notwithstanding
     the conditions to effectiveness set forth in this Agreement, such Guarantor
     is not  required  by the terms of the  Credit  Agreement  or any other Loan
     Document  to consent to the  amendments  of the Credit  Agreement  effected
     pursuant to this Agreement and (ii) nothing in the Credit  Agreement,  this
     Agreement or any other Loan Document shall be deemed to require the consent
     of such Guarantor to any future amendments to the Credit Agreement.

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

     7. Loan Documents. Each reference in the Credit Agreement or any other Loan
Document to the term "Credit  Agreement"  shall  hereafter mean and refer to the
Credit Agreement as amended hereby and as the same may hereafter be amended.

     8. Governing Law. This Agreement  shall be construed in accordance with and
governed by the internal laws of the State of New York, applicable to agreements
made and to be performed in New York.

     9.  Severability.  Any provision of this  Agreement  which is prohibited or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof in that  jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.

BORROWER:                   iPCS WIRELESS, INC.,
                            a Delaware corporation


                            By:  /s/ Alan B. Catherall
                                ----------------------------------------------
                            Name:    Alan B. Catherall
                                  --------------------------------------------
                            Title:   Chief Financial Officer
                                   -------------------------------------------

HOLDINGS:                   iPCS, INC., a Delaware corporation


                            By: /s/ Alan B. Catherall
                                ----------------------------------------------
                            Name:   Alan B. Catherall
                                  --------------------------------------------
                            Title:  Chief Financial Officer
                                   -------------------------------------------



EQUIPMENTCO:                iPCS EQUIPMENT, INC.,
                            a Delaware corporation


                            By: /s/ Alan B. Catherall
                                ----------------------------------------------
                            Name:   Alan B. Catherall
                                  --------------------------------------------
                            Title:  Chief Financial Officer
                                   -------------------------------------------

<PAGE>


ADMINISTRATIVE AGENT
AND LENDERS:                TORONTO DOMINION (TEXAS), INC.,
                            as Administrative Agent and as a Lender


                            By: /s/ Jeffrey R. Lents
                                ----------------------------------------------
                            Name:   Jeffrey R. Lents
                                  --------------------------------------------
                            Title:  Vice President
                                   -------------------------------------------

<PAGE>

                            GE CAPITAL CORPORATION, as a Lender


                            By:
                                ----------------------------------------------
                            Name:
                                  --------------------------------------------
                            Title:
                                   -------------------------------------------

<PAGE>

                            THE BANK OF NOVA SOCTIA, as a Lender


                            By: /s/ Stephen C. Levi
                                ----------------------------------------------
                            Name:   Steven C. Levi
                                  --------------------------------------------
                            Title:  Authorized Signatory
                                   -------------------------------------------

<PAGE>

                            BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender


                            By: /s/ Michael J. Wiskind
                                ----------------------------------------------
                            Name:   Michael J. Wiskind
                                  --------------------------------------------
                            Title:  Vice President
                                   -------------------------------------------

<PAGE>

                            CITY NATIONAL BANK, as a Lender


                            By: /s/ Aaron Cohen
                                ----------------------------------------------
                            Name:   Aaron Cohen
                                  --------------------------------------------
                            Title:  Vice President
                                   -------------------------------------------

<PAGE>

                            FORTIS CAPITAL CORP., as a Lender


                            By: /s/ Alan E. McLintock
                                ----------------------------------------------
                            Name:   Alan E. McLintock
                                  --------------------------------------------
                            Title:  Managing Director
                                   -------------------------------------------


                            By:  /s/ Colm Kelly
                                ----------------------------------------------
                            Name:    Colm Kelly
                                  --------------------------------------------
                            Title:   Assistant Vice President
                                   -------------------------------------------

<PAGE>

                            IBM CREDIT CORPORATION, as a Lender


                            By: /s/ Thomas S. Curcio
                                ----------------------------------------------
                            Name:   Thomas S. Curcio
                                  --------------------------------------------
                            Title:  Manager of Credit
                                   -------------------------------------------

<PAGE>

                            NATIONAL CITY BANK, as a Lender


                            By: /s/ Chris Kalmbach
                                ----------------------------------------------
                            Name:   Chris Kalmbach
                                  --------------------------------------------
                            Title:  SVP
                                   -------------------------------------------

<PAGE>

                            PNC BANK, NATIONAL ASSOCIATION, as a Lender


                            By:
                                ----------------------------------------------
                            Name:
                                  --------------------------------------------
                            Title:
                                   -------------------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>9
<FILENAME>dex1014.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.14

                                                               EXECUTION VERSION

                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                   AND WAIVER

     THIS FIFTH  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT AND WAIVER
(this  "Amendment")  is entered  into as of November 1, 2002,  by and among iPCS
WIRELESS, INC., a Delaware corporation (the "Borrower"),  iPCS, INC., a Delaware
corporation   ("Holdings"),   iPCS  EQUIPMENT,   INC.,  a  Delaware  corporation
("Equipmentco"  and  collectively  with the  Borrower  and  Holdings,  the "Loan
Parties"),  the LENDERS (as defined in the Credit  Agreement  defined below) and
TORONTO DOMINION  (TEXAS),  INC., as administrative  agent (the  "Administrative
Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Loan Parties,  the Lenders and the  Administrative  Agent are
parties to that certain Amended and Restated  Credit  Agreement dated as of July
12,  2000,  as amended by that certain  First  Amendment to Amended and Restated
Credit  Agreement  and Consent dated as of February 23, 2001, as amended by that
certain Second  Amendment to Amended and Restated  Credit  Agreement and Consent
dated as of September 28, 2001,  as amended by that certain  Third  Amendment to
Amended and Restated  Credit  Agreement  dated as of December  19, 2001,  and as
further amended by that certain Fourth  Amendment to Amended and Restated Credit
Agreement and Consent dated as of February 14, 2002 (as the same may be amended,
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement"); and

     WHEREAS, the parties have agreed to, subject to the terms hereof, amend the
Credit Agreement as fully set forth herein;

     NOW  THEREFORE,  in  consideration  of the premises  set forth  above,  the
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree that all  capitalized  terms used and not defined  herein
shall have the meanings  ascribed  thereto in the Credit  Agreement,  as amended
hereby, and further agree, subject to the conditions precedent to this Amendment
hereinafter set forth, as follows:

     1.  Amendments to Section 1.1.

     (a) Section 1.1 of the Credit Agreement,  Definitions, is hereby amended by
adding the following  new  definition of Fifth  Amendment  Date, in  appropriate
alphabetical order:

     "`Fifth Amendment Date' shall mean November 1, 2002."

     (b) Section 1.1 of the Credit  Agreement,  Definitions,  is hereby  further
amended  by  deleting  the  last  sentence  of  the  definition  of  "Tranche  A
Commitment" and by  substituting  "As of the Fifth Amendment Date, the aggregate
principal amount of the Tranche A Commitments is $80,000,000." in lieu thereof.

     2.  Amendment  to Section  10.12.  Section  10.12 of the Credit  Agreement,
Minimum Cash Balance/Availability, is hereby deleted in its entirety.

     3.  Amendment  to Section  13.13.  Section  13.13 of the Credit  Agreement,
Notices, is hereby amended by deleting subsections (a) and (b) in their entirety
and by substituting the following in lieu thereof:

        "(a)     If to the Borrower, Holdings or Equipmentco, to it at:

                 "iPCS Wireless, Inc./iPCS, Inc./iPCS Equipment, Inc.
                 c/o AirGate PCS, Inc.
                 Harris Tower, Suite 1700
                 233 Peachtree Street, N.E.
                 Atlanta, GA 30303
                 Attn:  William H. Seippel
                 Telecopy No.:  (404) 832-2237

                 "with a copy to:

                 "AirGate PCS, Inc.
                 Harris Tower, Suite 1700
                 233 Peachtree Street, N.E.
                 Atlanta, GA 30303
                 Attn:  Barbara L. Blackford, Esq.
                 Telecopy No.:  (404) 832-2237

        "(b)     If to the Administrative Agent, to it at:

                 "Toronto Dominion (Texas), Inc.
                 909 Fannin Street, Suite 1700
                 Houston, TX 77010
                 Attn:  Warren Finlay and Diane Bailey
                 Telecopy No.:  (713) 951-9921

<PAGE>

                 "with a copy to:

                 "Paul, Hastings, Janofsky & Walker LLP
                  600 Peachtree Street, N.E., Suite 2400
                  Atlanta, GA 30308
                  Attn:  Jesse H. Austin, III, Esq.
                  Telecopy No.:  (404) 815-2424"

     4.  Reduction of Tranche A Commitments. The Borrower and the Lenders hereby
agree that the aggregate  principal amount of the Tranche A Commitments shall be
permanently reduced by the aggregate amount of $10,000,000 to be effective as of
the Fifth Amendment Date.  This reduction of the aggregate  principal  amount of
the Tranche A Commitments is reflected in the amendments to the Credit Agreement
set  forth  above.  The  Borrower  and the  Lenders  hereby  agree  that (a) the
aggregate  principal  amount of the Tranche A Commitments  shall be  permanently
reduced to  $80,000,000  as of the Fifth  Amendment  Date and (b) such reduction
shall be applied to reduce the  Tranche A  Commitments  of the  Lenders on a pro
rata basis.

     5. Waiver. The Agents and the Lenders hereby waive (a) any Default or Event
of Default that may occur as a result of the Borrower's failure to have at least
the minimum  number of  Wireless  Subscribers  required  by Section  10.5 of the
Credit  Agreement as of the last day of the calendar  quarter ended December 31,
2002 (the "Minimum Subscriber Default"), and (b) their rights and remedies under
the Credit Agreement and the other Loan Documents which may arise as a result of
the Minimum Subscriber Default.  The waivers contained in the foregoing sentence
shall not waive any other  requirement or hinder,  restrict or otherwise  modify
the rights and remedies of the Agents and the Lenders  following the  occurrence
of any other  present  or future  Default or Event of  Default  (whether  or not
related to the Minimum  Subscriber  Default)  under the Credit  Agreement or any
other Loan Document.

     6.  Confirmation of Guaranties and Security  Documents. After giving effect
to this Amendment,  (a) Holdings hereby  acknowledges  and agrees that the terms
and conditions of its Guaranty  Agreement shall remain in full force and effect;
(b) Equipmentco hereby  acknowledges and agrees that the terms and conditions of
its Guaranty  Agreement shall remain in full force and effect;  and (c) the Loan
Parties  hereby  acknowledge  and agree that the terms and conditions of each of
the Security Documents shall remain in full force and effect.

     7.  No Other Amendments  or Waivers.  Notwithstanding  the agreement of the
Lenders  to the  terms  and  provisions  of this  Amendment,  the  Loan  Parties
acknowledge  and  expressly  agree that this  Amendment is limited to the extent
expressly set forth herein and shall not constitute a modification of the Credit
Agreement or any other Loan  Documents  or a course of dealing at variance  with
the terms of the Credit  Agreement  or any other Loan  Documents  (other than as
expressly set forth above) so as to require further notice by the Administrative
Agent or the Lenders,  or any of them, of its or their intent to require  strict
adherence to the terms of the Credit  Agreement and the other Loan  Documents in
the future. All of the terms, conditions, provisions and covenants of the Credit
Agreement and the other Loan Documents shall remain  unaltered and in full force
and effect except as expressly modified by this Amendment.  The Credit Agreement
and each other  Loan  Document  shall be deemed  modified  hereby  solely to the
extent necessary to effect the waivers and amendments contemplated hereby.

     8.  Representations  and Warranties.  The Loan Parties hereby represent and
warrant in favor of the Administrative Agent and each Lender that:

          (a) Each of the Loan Parties has the corporate power and authority (i)
     to enter  into this  Amendment  and (ii) to do all other acts and things as
     are required or contemplated  hereunder to be done,  observed and performed
     by them;

          (b) This Amendment has been duly and validly executed and delivered by
     each of the Loan Parties,  and this Amendment  constitutes the legal, valid
     and binding  obligations  of the Loan Parties  party  thereto,  enforceable
     against each of the Loan Parties in accordance with their respective terms,
     except  as  enforceability  may  be  limited  by  bankruptcy,   insolvency,
     reorganization or similar laws affecting creditors' rights generally and by
     the application of general equitable principles;

          (c) The execution and delivery of this  Amendment and the  performance
     by the Loan Parties under the Credit Agreement and the other Loan Documents
     to which each is a party,  as amended  hereby,  do not and will not require
     the  consent  or  approval  of any  regulatory  authority  or  governmental
     authority  or agency  having  jurisdiction  over the Loan Parties or any of
     their  Subsidiaries  which  has  not  already  been  obtained,  nor  is  in
     contravention of or in conflict with the articles of incorporation, by-laws
     or partnership agreements of the Loan Parties or any of their Subsidiaries,
     or any provision of any statute,  judgment,  order, or material  indenture,
     instrument, agreement, or undertaking to which Loan Parties or any of their
     Subsidiaries  is a party or by  which  any of their  respective  assets  or
     properties is or may become bound;

<PAGE>

          (d) The representations  and warranties  contained in Article 7 of the
     Credit  Agreement and contained in the other Loan Documents remain true and
     correct as of the date hereof,  both before and after giving effect to this
     Amendment, except to the extent previously fulfilled in accordance with the
     terms of the Credit  Agreement or such other Loan Document,  as applicable,
     or to the extent relating specifically to the earlier date; and

          (e) After  giving  effect to this  Amendment,  no  Default or Event of
     Default shall have occurred and be continuing.

     9. Conditions to Effectiveness. This Amendment shall be effective as of the
Fifth Amendment Date subject to satisfaction of each of the following conditions
precedent:

          (a) All of the  representations  and  warranties  of the Loan  Parties
     under  Section 8 hereof,  which are made as of the date hereof,  being true
     and correct in all material respects; and

          (b) Receipt by the  Administrative  Agent of counterparts  hereof duly
     executed by the Required Lenders and each of the Loan Parties.

     10. Counterparts.  This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts,  each
of which shall be deemed an original and all of which, taken together,  shall be
deemed to constitute one and the same  instrument.  In proving this Amendment in
any  judicial  proceedings,  it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures  delivered by a party by facsimile  transmission shall
be deemed an original signature hereto.

     11.  Loan  Documents.  Each  reference in the Credit Agreement or any other
Loan Document to the term "Credit  Agreement"  shall hereafter mean and refer to
the Credit Agreement as amended hereby and as the same may hereafter be amended.
This Amendment shall be deemed to be a Loan Document for all purposes.

     12. Governing Law. This Amendment shall be construed in accordance with and
governed by the internal laws of the State of New York, applicable to agreements
made and to be performed in New York.

     13.  Severability.  Any provision of this Amendment  which is prohibited or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof in that  jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.

BORROWER:                            iPCS WIRELESS, INC., a Delaware corporation


                                     By:/s/ Thomas M. Dougherty
                                        ----------------------------------------
                                    Name:   Thomas M. Dougherty
                                          --------------------------------------
                                     Title: President & CEO
                                           -------------------------------------

HOLDINGS:                            iPCS, INC., a Delaware corporation


                                     By:/s/ Thomas M. Dougherty
                                        ----------------------------------------
                                     Name:  Thomas M. Dougherty
                                          --------------------------------------
                                     Title: President & CEO
                                           -------------------------------------

EQUIPMENTCO:                        iPCS EQUIPMENT, INC., a Delaware corporation


                                     By: /s/ Thomas M. Dougherty
                                        ----------------------------------------
                                     Name:   Thomas M. Dougherty
                                          --------------------------------------
                                     Title:  President & CEO
                                           -------------------------------------

<PAGE>


ADMINISTRATIVE AGENT
AND LENDERS:                         TORONTO DOMINION (TEXAS), INC., as
                                     Administrative Agent and as a Lender


                                     By: /s/ Diane Bailey
                                        ----------------------------------------
                                     Name:   Diane Bailey
                                          --------------------------------------
                                     Title:  VP
                                           -------------------------------------

<PAGE>

                                     GE CAPITAL CORPORATION, as a Lender


                                     By: /s/ Irena Butarich
                                        ----------------------------------------
                                     Name:   Irena Butarich
                                          --------------------------------------
                                     Title:  SVP - Special Assets
                                           -------------------------------------

<PAGE>

                                     THE BANK OF NOVA SCOTIA, as a Lender


                                     By: /s/ P.A. Weissenberger
                                        ----------------------------------------
                                     Name:   P.A. Weissenberger
                                          --------------------------------------
                                     Title:  Authorized Signatory
                                           -------------------------------------

<PAGE>

                                     BANK OF TOKYO-MITSUBISHI TRUST
                                     COMPANY, as a Lender


                                     By: /s/ Robert Moraver
                                        ----------------------------------------
                                     Name:   Robert Moraver
                                          --------------------------------------
                                     Title:  Vice President
                                           -------------------------------------

<PAGE>


                                     CITY NATIONAL BANK, as a Lender


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

<PAGE>


                                     FORTIS CAPITAL CORP., as a Lender


                                     By: /s/ Alan E. McLintock
                                        ----------------------------------------
                                     Name:   Alan E. McLintock
                                          --------------------------------------
                                     Title:  Managing Director
                                           -------------------------------------


                                     By: /s/ Anthony Ciraulo
                                        ----------------------------------------
                                     Name:   Anthony Ciraulo
                                          --------------------------------------
                                     Title:  Assistant Vice President
                                           -------------------------------------

<PAGE>


                                     IBM CREDIT CORPORATION, as a Lender


                                     By:/s/ Thomas C. Curcio
                                        ----------------------------------------
                                     Name:  Thomas C. Curcio
                                          --------------------------------------
                                     Title: Manager of Credit
                                           -------------------------------------

<PAGE>

                                     NATIONAL CITY BANK, as a Lender


                                     By: /s/ Chris Kalmbach
                                        ----------------------------------------
                                     Name:   Chris Kalmbach
                                          --------------------------------------
                                     Title:  Senior Vice President
                                           -------------------------------------

<PAGE>


                                     High Income Portfolio, Boston Management &
                                     Research as investment advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------

<PAGE>

                                     Boston Income Portfolio, Boston Management
                                     & Research as investment advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------

<PAGE>

                                     Diversified Investors High Yield Bond Fund
                                     Boston Management & Research as investment
                                     advisor

                                     By: /s/ Michael Weilheimer
                                       -----------------------------------------
                                     Name:   Michael Weilheimer
                                         ---------------------------------------
                                     Title:  Vice President
                                          --------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>10
<FILENAME>dex1021.txt
<DESCRIPTION>LEASE DATED AUGUST 17, 2000
<TEXT>
<PAGE>

Exhibit 10.21


                              TENANT LEASE SUMMARY

PROPERTY LEASED:  5000 TREMONT AVENUE BUILDING 300, SUITES 302 and 303

Consisting of 8,652 Square Feet

TENANT:    iPCS Wireless, Inc.
           11 Hawkeye Lane
           Geneseo, IL 61254

LANDLORD:  Investment Lease Corporation (ILC)   Mailing Address:
           5000 Tremont Avenue, Suite 400B      ILC
           Davenport, IA 52807                  5000 Tremont Avenue, Suite 400B
                                                Davenport, Iowa 52807


Period From October 1, 2000 To September 30, 2015

Option From ________ To ______________

1st Year's Rent $51,912.00

Common Area Percentage 50% of Building 300

Tenant Lease: This Lease consists of page 1 to page 12 all inclusive.



<PAGE>



                                      INDEX
                                   (continued)



                                                        -ii-

                                      INDEX

                                                                            Page


                                                        -i-

1.       PREMISES AND TERM.....................................................3

2.       RENTAL................................................................3

3.       RENEWAL OPTION........................................................4

4.       POSSESSION............................................................4

5.       USE OF PREMISES.......................................................4

6.       QUIET ENJOYMENT.......................................................4

7.       UTILITIES AND OTHER SERVICES..........................................4

8.       REPAIR AND MAINTENANCE................................................4

9.       TENANT'S PROPORTIONATE SHARE OF COSTS OF COMMON AREAS AND FACILITIES..5

10.      COMMON AREA EXPENSE...................................................5

11.      USE OF PARKING Facilities.............................................5

12.      CHARGES FOR UTILITIES.................................................5

13.      CONDITIONS OF PREMISES................................................5

14.      RESTRICTIONS ON ASSIGNMENT, SUBLETTING AND USE........................5

15.      COMPLIANCE WITH LAW...................................................6

16.      HAZARDOUS MATERIALS...................................................6

17.      TERMINATION PRIVILEGES UPON DAMAGE BY FIRE OR OTHER CASUALTY..........6

18.      PERSONAL PROPERTY AT RISK OF TENANT...................................6

19.      INSURANCE PROVIDED BY TENANT..........................................7

20.      DENIAL OF SUBROGATION RIGHTS..........................................7

21.      CONDEMNATION OF PREMISES..............................................7

22.      PAYMENT OF PORTION OF INCREASE IN TAXES AND INSURANCE.................7

23.      RIGHT OF LANDLORD TO ENTER FOR REPAIRS AND OTHER PURPOSES.............8

24A.     DEFAULT...............................................................8

24B.     INSOLVENCY............................................................8

25.      ADDITIONAL PAYMENTS...................................................8

26.      RULES AND REGULATIONS.................................................8

27.      SIGNS AND OTHER IDENTIFICATION........................................9

28.      SUBORDINATION OF LEASE TO MORTGAGES...................................9

29.      SURRENDER INVALID UNLESS WRITTEN......................................9

30.      HOLDING OVER..........................................................9

31.      WAIVER OF LANDLORD'S LIEN............................................10

32.      WAIVER...............................................................11

33.      NOTICES..............................................................11

34.      NO OTHER AGREEMENTS..................................................11

35.      INDEMNIFICATION......................................................11

36.      APPICABLE LAW........................................................12

37.      EXPLANATORY PROVISIONS...............................................12




<PAGE>





                                      LEASE
                                BUSINESS PROPERTY

         THIS LEASE AGREEMENT, executed in duplicate, made and entered into this
17 day of August, 2000, by and between Investment Lease Corporation ("ILC"
hereinafter called "Landlord"), whose address for the purpose of this lease is
5000 Tremont Avenue, Suite 400B, Davenport, IA 52807 and iPCS Wireless, Inc., a
Delaware corporation (hereinafter called "Tenant"), whose address for the
purpose of this lease is 11 Hawkeye Lane, Geneseo, IL 61254.

WITNESSETH THAT:

     1.  PREMISES  AND TERM.  Landlord,  in  consideration  of the rents  herein
reserved and of the agreements and conditions herein  contained,  on the part of
Tenant to be kept and performed,  leases unto Tenant and Tenant hereby rents and
leases  from  Landlord,  according  to the  terms  and  provisions  herein,  the
following  described real estate,  situated in Scott County,  Iowa, to wit: 5000
BUSINESS PARK (referred to as "Business Park"), 5000 Tremont,  Davenport,  Iowa,
Suites 302 and 303, containing  approximately 8,652 square feet and representing
50% of Building 300 in the Business Park, with the improvements  thereon and all
rights, easements and appurtenances thereto belonging, if and as may be attached
hereto,  for a term of (15) fifteen  years,  commencing at midnight on the first
day of the lease term, which shall be on the 1 day of October,  2000, and ending
at midnight  on the last day of the lease term,  which shall be on the 30 day of
September,  2015,  upon the  condition  that  Tenant  pays rent  therefore,  and
otherwise  performs  as in this lease  provided.  This lease will  automatically
terminate at the end of its natural term, unless renewal option is exercised.

The use and occupation by Tenant of the leased premises shall include the use in
common with others entitled thereto of such common additional areas, including
without limitation, the parking facilities, as may be designated from time to
time by Landlord, subject however to the terms and conditions of this agreement
and to reasonable rules and regulations for the use thereof as prescribed from
time to time by Landlord. Said common additional areas are hereinafter referred
to as the "Common Areas".

2. RENTAL.  Tenant agrees to pay to Landlord as rental for said term as follows:

         TO:      ILC
                  5000 Tremont Avenue, Suite 400
                  Davenport, IA 52807

BASE RENTAL RATE

Monthly installment of rent is due in advance of the first day of each month.
(Plus Common Area maintenance cost, taxes, and insurance on the property, which
are not included in below calculations.)

YEARS           ANNUAL RENT         MONTHLY RENT            PER SQ FT
1-2-3           $51,912.00            $4,326.00                $6.00
4-5-6           $56,670.60            $4,722.55                $6.55
7-8-9           $62,294.40            $5,191.20                $7.20
10-11-12        $67,918.20            $5,659.85                $7.85
13-14-15        $73,974.60            $6,164.55                $8.55


In addition to the above monthly rental, Tenant will also pay an amount equal to
50% per month of the Common Area expense charges set out in paragraph 10,
paragraph 11, paragraph 13, and paragraph 22 below.

Charges projected for year 2000 are $1,333.85 per month, $l.85 per square foot,
in addition to the base rent. Rent adjustment in these costs are made annually
with the anniversary date being the first of January.

All sums shall be paid at the address of Landlord, as above designated, or at
such other place in Iowa, or elsewhere, as Landlord may, from time to time,
designate in writing.

Delinquent payments shall draw interest at one and one half percent (1.5%) per
month from the delinquent due date until paid. Rent shall be considered
delinquent five (5) business days after the due date and shall draw interest at
that time.

     3. RENEWAL OPTION.  Notice to Landlord of intent to exercise said option to
renew shall be given by written  notice 120 days prior to expiration of original
term.  All other terms and provisions of the lease,  particularly  including the
payment of a  proportional  share of  expenses,  will apply  during  said option
period.

BASE RENT RATE FOR OPTION PERIOD, SHALL BE AGREED TO AT TIME OF RENEWAL.

DATE                  ANNUAL RENT       MONTHLY RENT       PER SQ FT
-------------       $------------       $-----------     $-------------


4.  POSSESSION.  Tenant shall be entitled to  possession on the first day of the
term of this lease and shall yield  possession  to Landlord at the time and date
of the close of this lease term, except as herein otherwise  expressly provided.
Should Landlord be unable to give possession on said date, Tenant's only damages
shall be a rebating of the pro rata rental.

5. USE OF PREMISES. Tenant covenants and agrees during the term of this lease to
use and to occupy the leased premises only for telecommunications switch center,
general office use, warehouse storage and distribution.

6. QUIET  ENJOYMENT.  Landlord  covenants and agrees with Tenant that so long as
Tenant pays the Rent and all other  obligations such as Common Area maintenance,
taxes,  and  insurance  and observes and performs all the terms,  covenants  and
conditions of this Lease on Tenant's part to be observed and  performed,  Tenant
may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms
and conditions of this Lease,  and Tenant's  possession will not be disturbed by
anyone claiming by, through or under Landlord.

7. UTILITIES AND OTHER  SERVICES.  The Landlord shall not be required to furnish
to the Tenant any utilities or services of any kind,  except as specifically set
forth in this lease.

8. REPAIR AND  MAINTENANCE.  The Tenant  shall,  at his sole  expense,  keep the
interior of the leased premises,  including all windows, doors, and glass, in as
good order and repair as it was upon the commencement of this lease,  reasonable
wear and tear  expected.  Tenant shall also maintain the premises in a clean and
orderly  condition,  and shall not cause the exterior of the leased  premises or
any part of the real  property  upon which the leased  premises  is  situated to
become littered, disorderly, or unsightly in any manner. The Landlord shall keep
the  structural  supports,  external  walls and roof of the  building and leased
premises in good order and repair and shall be responsible for the operation and
maintenance of all Common Areas and facilities as hereinafter provided. Landlord
shall further be  responsible  for all major repair or  replacement of plumbing,
air  conditioning,  compressor  and heat exchanger  facilities.  Tenant shall be
responsible  for the  first  $300 of  expense  for each  incident  of  repair or
replacement,  and Landlord shall be responsible  for and shall pay any amount in
excess of $300 per  incident.  The Tenant shall also  maintain in good order all
ordinary  and  necessary  repairs to all  equipment  installed  and used for the
purpose of heating and air  conditioning  of the leased  premises  wherever such
equipment  may be  located.  On  default  of Tenant in making  such  repairs  or
maintaining  a clean  and  orderly  condition,  Landlord  may,  but shall not be
required to, make such repairs or clean up or shall take other necessary  action
for  Tenant's  account,  and the expense  thereof  shall be payable by Tenant to
Landlord within ten business days of written notice  thereof.  Any damage caused
or repairs  necessitated with respect to the leased premises or the building and
real  property of which the leased  premises are a part,  by excessive  wear and
tear resulting from the operation of the business of Tenant,  or from willful or
negligent  acts on the  part of  Tenant,  its  employees,  agents,  invitees  or
contractors,  shall be the  responsibility  of Tenant and Tenant shall reimburse
Landlord for any expense in connection therewith.

9.  TENANT'S  PROPORTIONATE  SHARE OF COSTS OF COMMON AREAS AND  FACILITIES.  In
addition to the rental payment pursuant to paragraph 2 hereof,  the Tenant shall
pay to the Landlord upon demand a  proportionate  share of the cost of operating
and maintaining all Common Areas and facilities,  including  without  limitation
all parking areas, access roads, sidewalks, landscaped space and other space, in
common or available for use in common by the Tenant or his customers, employees,
agents or other  invitees.  Operating and  maintaining  all areas and facilities
shall  include,  without  limitation,   furnishing  exterior  and  parking  area
lighting,  parking lot repairs,  cleaning,  snow removal, line painting, care of
grass,  shrubs and plants,  payment of water and sewerage charges,  maintenance,
repair and  replacement of utility  systems,  exterior  painting,  pest control,
general roof repair,  billing cost, and general maintenance of the Business Park
and of all areas and  facilities  provided by the Landlord for the common use of
the occupants of the Business  Park. The term  "proportionate  share" as used in
this paragraph or elsewhere in this lease shall mean such  proportionate part of
the total  costs to which  said share  applies as the square  feet of floor area
occupied by the Tenant bears to the total square feet of rentable  floor area in
the Business Park.

     10.  COMMON AREA EXPENSE.  (a) Tenant  agrees that the monthly  Common Area
expense will include taxes, insurance,  and all expenses relating to said center
and the Common  Areas  contained  therein and parking lots  adjacent  thereto as
defined in Paragraph 22. Tenant  understands  that the Common Area expenses will
be  adjusted  at the end of the year based on actual  expenses.  If Common  Area
expenses  are not  paid,  they will bear  interest  at one and one half  percent
(1.5%) per month.

     11. USE OF PARKING Facilities. Tenant and its employees and customers shall
have the  non-exclusive  right, in common with the Landlord and other tenants of
said  Business  Park,  to park  automobiles  in the parking area provided by the
Landlord,  subject to such reasonable  rules and regulations as the Landlord may
from time to time impose,  including the  designation of specific areas in which
automobiles of the Tenant and its employees must be parked.  Upon written notice
from the Landlord, the Tenant will furnish the Landlord with the license numbers
assigned to its automobiles and the automobiles of its employees.

     12.  CHARGES  FOR  UTILITIES.   Tenant  shall  pay  all  charges  for  gas,
electricity,  light,  heat,  power and  telephone  used or  supplied  upon or in
connection with the leased premises and shall indemnify the Landlord against any
liability  on  account  thereof.  It is the  intention  that  Tenant pay for all
utilities for the leased premises of any kind and, accordingly, Tenant shall pay
its  proportionate  share of any utility charge relating to or used in or at the
leased premises, but which is not separately metered thereto.

     13. CONDITIONS OF PREMISES. The Tenant has examined the leased premises and
is  satisfied   with  the  condition   thereof,   including  all  equipment  and
appurtenances, and its taking possession thereof shall be conclusive evidence of
its receipt thereof in good and satisfactory  order and repair. The occupancy by
Tenant of the leased premises shall constitute an  acknowledgment by Tenant that
the leased premises are in the condition called for by this lease.

     14.  RESTRICTIONS  ON  ASSIGNMENT,  SUBLETTING  AND USE. (a) Assignment and
Subletting.  Tenant agrees not to assign or in any manner transfer this lease or
any estate or interest  therein without the previous written consent of Landlord
which consent should not be unreasonably withheld or delayed; and, not to sublet
the leased  premises  or any part or parts  thereof  or allow  anyone to come in
with, through or under him without like consent.  Consent by the Landlord to one
assignment of this lease or to one subletting or to any other  occupancy of said
leased  premises  shall not operate to exhaust the Landlord's  right  hereunder.
Notwithstanding  anything  contained  herein to the  contrary,  Tenant may, with
notice to but without the consent of  Landlord,  assign this lease to any entity
which is the surviving entity of a merger or reorganization  involving Tenant or
to any entity which acquires all or  substantially  all of Tenant's  assets,  so
long as such entity's creditworthiness is satisfactory to Landlord.

     (b) Use.  Tenant shall not use or permit the leased premises to be used for
any  purpose  other  than as above  stated,  nor  keep or store in or about  the
premises  anything  which  will  increase  the rate of  insurance  on the leased
premises,  nor make any  alterations,  additions  or  improvements,  without the
written  consent of the  Landlord.  Tenant will not  invalidate  any policies of
insurance now or hereafter in force with respect to the leased premises and will
pay all extra insurance  premiums if any, required solely or directly on account
of  extra  risk  caused  by  the  Tenant's  use  of  the  leased  premises.  Any
construction,  remodeling,  additions,  improvements or fixtures, except movable
office furniture and trade fixtures, shall be made or installed by the Tenant at
Tenant's  sole  expense,  upon the leased  premises  only after the Landlord has
given written consent thereto,  shall be the property of the Landlord, and shall
remain and be surrendered  in good condition with the leased  premises as a part
thereof at the  termination  of this lease,  by lapse of time or  otherwise.  If
Landlord is required by any city,  county,  state,  or federal codes or laws, in
its sole  discretion to make  alterations or  improvements  to the premises as a
result of the nature of Tenant's business, whether to comply with the provisions
of paragraph 16 or otherwise.  Tenant shall bear the cost thereof. Tenant agrees
to pay promptly for any work done or material  furnished to or at the request of
Tenant in or about the leased  premises  and not to suffer or permit any lien to
attach to the leased  premises and Tenant  further agrees to cause any such lien
or any claims therefore to be released promptly;  provided, however, that in the
event Tenant  contests  any such claim,  Tenant  agrees to indemnify  and secure
Landlord to Landlord's  satisfaction.  Notice is hereby given that no mechanic's
or  material  men's or other  liens  sought to be taken or vested on the  leased
premises  or the  building  of which the leased  premises is a part shall in any
manner affect the right,  title or interest of the Landlord therein,  and Tenant
shall have no authority from Landlord to permit or create such lien. No items of
any kind shall be stored or left for any period of time  outside the confines of
the leased premises without the prior written consent of Landlord.  Tenant shall
maintain a constant  temperature  of no less than 38 degrees  Fahrenheit  in the
leased  premises.  Landlord  has the option to have  Tenant  restore  the leased
premises to same manner before Lease,  except for normal wear and tear including
any improvements or alterations made by Tenant.

     15.  COMPLIANCE WITH LAW. The Tenant shall  accomplish any  construction or
remodeling  with respect to the leased  premises  (including  any plans relating
hereto), and shall keep the leased premises and operate his business therein, in
a manner which shall be in  compliance  with all  applicable  laws,  ordinances,
rules and regulations of the city, county,  state and federal government and any
department  thereof,  will not  permit the  leased  premises  to be used for any
unlawful purpose, and will protect the Landlord and save Landlord and the leased
premises  harmless from any and all fines and penalties  that may result from or
be due to any infractions of or noncompliance with such laws, ordinances,  rules
and regulations by Tenant.

     16. HAZARDOUS MATERIALS.  Tenant shall indemnify Landlord and hold Landlord
harmless  from  and  against  any and all  losses,  costs  or  damages,  however
characterized,  including  reasonable  attorneys  fees,  incurred by or asserted
against  Landlord  as a result  of the  release  or  disposal  of any  asbestos,
pollutant,  toxic or hazardous  waste or  substance,  or any other  material the
release or disposal of which is regulated by any law,  regulation,  ordinance or
code (collectively,  "Hazardous Material") in, on or about the Real Property, or
any part  thereof,  by Tenant during the Lease Term, or any extension or renewal
thereof.

     17. TERMINATION  PRIVILEGES UPON DAMAGE BY FIRE OR OTHER CASUALTY.  In case
the leased premises, or any part thereof, shall at any time be destroyed by fire
or other  casualty,  without the fault of the Tenant,  so that the same shall be
unfit for use or occupancy,  then the rent hereby  reserved,  or a fair and just
proportion  thereof,  according to the nature and extent of the damage sustained
in loss of use or  occupancy,  shall be  suspended,  cease to be payable  and so
continue  until the  leased  premises  shall be  rebuilt or made fit for use and
occupancy. If such damage to the premises or to the building in which the leased
premises are situated is to the extent of fifty percent (50%) or more, or, if in
the  judgment of Landlord  the leased  premises  have been damaged to the extent
that they can no longer be utilized as an integrated  whole, then this lease may
be  terminated  at the election of the Landlord,  notice of which  election,  if
exercised,  shall be given in writing within  forty-five (45) days from the date
of casualty.  In the event that the building  containing the leased  premises is
totally destroyed or work to put the leased premises in tenantable  condition is
not  commenced  within  forty-five  (45) days from the time of such  damage  and
continued thereafter,  with reasonable  diligence,  all things being considered,
then this lease may be terminated at the election of the Tenant, notice of which
election, if exercised, must be given in writing within sixty (60) days from the
date of  casualty or at any time  thereafter  during the period of repair if the
work to put the leased  premises in  tenantable  condition is not being  pursued
with reasonable diligence or completed within the time period specified above.

     18.  PERSONAL  PROPERTY  AT RISK OF TENANT.  All  personal  property in the
premises  shall be at the risk of  Tenant  only.  The  Landlord  shall not be or
become liable for any damage to such personal  property,  to the leased premises
or to Tenant or any other  persons  or  property  as a result of water  leakage,
sewerage,  electric  failure,  gas or odors or for any damage whatsoever done or
occasioned by or from any plumbing,  gas,  water or other pipes or any fixtures,
equipment,  wiring or appurtenances whatsoever,  for any damage caused by water,
snow or ice being or coming upon the leased premises,  or for any damage arising
from any act of neglect of other tenants, occupants or employees of the building
in which the leased premises are situated or arising by reason of the use of, or
any  defect in,  said  building  or any of the  fixtures,  equipment,  wiring or
appurtenances therein, or by the act or neglect of any other person or caused in
any other manner whatsoever.

     19. INSURANCE PROVIDED BY TENANT. During the term of this lease, the Tenant
shall, at his own expense and with a company  satisfactory to Landlord,  provide
and maintain in full force and effect an insurance policy or policies protecting
the  Landlord  and Tenant and their  officers  and  employees  against any loss,
liability or expense from personal injury,  death,  property damage or otherwise
arising or occurring upon or in connection with the leased premises or by reason
of the Tenant's  operations upon or occupancy of the premises,  whether the same
occurs or the cause arises on or off the leased premises.  The Landlord shall be
an additional  insured under such policy or policies.  Such  insurance  shall be
written by  responsible  insurance  companies  satisfactory  to the Landlord and
shall be in an amount not less than $500,000 for injuries to any one person, not
less than $1,000,000 for injuries to more than one person arising out of any one
accident  or  occurrence,  and not less than  $100,000  for damage to  property.
Certificates of insurance  showing  compliance  with the foregoing  requirements
shall be furnished by the Tenant to the Landlord or his designated  agent.  Such
certificates  shall state that policies will not be canceled nor altered with at
least ten (10) days prior written notice to the Landlord.

     20. DENIAL OF SUBROGATION RIGHTS. Neither the Landlord nor the Tenant shall
be liable to the other for any  business  interruption  or any loss or damage to
property or injury to or death of persons  occurring  on the leased  premises or
the adjoining  property,  or in any manner  growing out of or connected with the
Tenant's use and occupancy of the leased premises,  or the condition thereof, or
of the  adjoining  property,  whether or not caused by the  negligence  or other
fault of the Landlord or the Tenant or of their  respective  agents,  employees,
subtenants  licenses or  assignees.  This release shall apply only to the extent
that such  business  interruption,  loss or damage to  property  or injury to of
death of persons is covered by insurance,  regardless of whether such  insurance
is payable to or protects Landlord or Tenant or both.  Nothing in this paragraph
shall be  construed  to impose any other or greater  liability  upon  either the
Landlord or Tenant than would have existed in the absence of this paragraph.

     21.  CONDEMNATION  OF  PREMISES.  In the event that the whole of the leased
premises  shall be  condemned or taken in any manner for any public or any quasi
public use,  this lease shall  terminate as of the date of vesting of title.  In
the event that either a portion of the leased  premises or the building of which
the  leased  premises  are a part  is  condemned  or  taken  by  eminent  domain
proceedings so as to render the leased premises substantially  unusable, then in
such event,  Tenant shall have the right to cancel and terminate  this agreement
as of the date of such taking upon giving to Landlord  notice in writing of such
election  within  thirty (30) days after the receipt by Tenant from  Landlord of
written notice of such  appropriation or taking. In which case, this lease shall
terminate and rent shall abate as of the date of such termination.  In the event
that only a part of the leased  premises shall be so condemned or taken and such
taking shall not render the leased  premises  substantially  unusable for Tenant
business,  as reasonably determined by Tenant, then, effective as of the date of
vesting of title, the rent hereunder for such part shall be equitably abated and
this lease shall continue as to such part not so taken. In the event that only a
part of the leased premises shall be so condemned or taken,  then if substantial
structural alteration or reconstruction of the building shall, in the reasonable
opinion of Landlord be necessary or appropriate as a result of such condemnation
or taking  (whether or not the demised  leased  premises be affected),  Landlord
may, at its option,  terminate  this lease and the term herein granted as of the
date of such vesting of title by notifying  Tenant in writing  within sixty (60)
days following the vesting of title. Any termination  hereunder shall be without
prejudice  to the  rights of  either  the  Landlord  or the  Tenant  to  recover
compensation  from such public  authority for any loss or damages caused by such
taking. Neither Landlord nor Tenant shall have any right in or to any award made
to the other by such public authority.

22. PAYMENT OF PORTION OF INCREASE IN TAXES AND INSURANCE. During the term of
this lease and any extension of renewal thereof, Tenant shall pay monthly, as an
additional obligation hereunder, this proportionate share (as hereinbefore
defined) of any of the regular real estate taxes becoming due and payable during
each year with respect to the land and building of which the leased premises
form a part. A tax bill shall be sufficient evidence of the amount of any such
taxes. If this lease or any extension or renewal thereof shall terminate on a
date other than the last day of the calendar year, then such tax payment shall
be computed as above provided on a prorata basis for that portion of the
calendar year which shall have elapsed up to and including such termination
date.

     Landlord  shall  maintain at all times during the term of this lease,  fire
and extended  coverage  insurance on the building and  improvements of which the
premises are a part in an amount  adequate to cover the cost of  replacement  in
the event of loss.  Tenant shall pay his  proportionate  share.  Such additional
payment shall be made monthly.  A copy of an invoice from the insurance  company
shall be sufficient  evidence of the amount of any such increase.  If this Lease
or any  extension of renewal  thereof  shall  terminate on a date other than the
last day of the calendar year, then such insurance  payment shall be computed as
above  provided on a prorata  basis for the portion of the  calendar  year which
shall have elapsed up to and including such termination date.

     23.  RIGHT OF LANDLORD TO ENTER FOR REPAIRS AND OTHER  PURPOSES.  Landlord,
its agents or representatives, shall have the right to enter the leased premises
at all reasonable times, upon reasonable prior notice, to examine or exhibit the
same, or to make such repairs, additions, or alterations Landlord may see fit to
make for the safety,  improvement or preservation thereof, or of the building of
which the leased premises are a part or for any other  reasonable  purpose.  The
Landlord  may  display  "for  rent"  signs on or about the  premises  and in the
windows thereof for ninety (90) days prior to the termination of this lease.

     24.A DEFAULT.  This lease is made upon the express condition that if Tenant
fails to pay the rental reserved hereunder,  or any part thereof, after the same
shall become due, and such failure  shall  continue for a period of fifteen (15)
days after written notice thereof from Landlord to Tenant, or if Tenant fails or
neglects to perform, meet or observe any of Tenant's other obligations hereunder
and such  failure or neglect  shall  continue  for a period of thirty  (30) days
after written notice thereof from Landlord to Tenant, then Landlord, at any time
thereafter,  by written notice to Tenant,  may lawfully  declare the termination
hereof and  re-enter  the leased  premises,  and by due  process of law,  expel,
remove and put our Tenant or any person or persons occupying the leased premises
without  prejudice  to any  remedies  which  might  otherwise  be  used  for the
collection of arrears for rent or for any other preceding breach of any covenant
or condition by Tenant.

     Notwithstanding  any other provisions of this lease, where the curing of an
alleged default requires more than payment of money, and the work of curing said
default cannot  reasonably be accomplished  within the time otherwise  permitted
herein,  and where Tenant has commenced upon the work of curing said default and
is diligently  pursuing same,  then Tenant shall be entitled to reasonable  time
extensions to permit the  completion  of the work of during said  default,  as a
condition precedent to any reentry of termination, and any defect so cured shall
not thereafter be grounds for default.

     The subsequent acceptance of rent hereunder by Landlord shall not be deemed
a waiver of any  preceding  breach of any  obligation  hereunder by Tenant other
than the failure to pay the particular rental so accepted, until said breach has
been cured by Tenant and the waiver of any breach of any  covenant or  condition
by Landlord  shall not  constitute  a waiver of any other breach  regardless  of
knowledge thereof.

     The payment of rent by Tenant at a time when Tenant is allowed to offset or
withhold  rental  payments  under the terms of this lease shall not constitute a
waiver of such right to offset or withhold rent at any time.

     24.B  INSOLVENCY.  If any  proceedings in bankruptcy or insolvency be filed
against  Tenant or if any writ of attachment or writ of execution be levied upon
the  interest  herein  of  Tenant,  and such  proceedings  or levy  shall not be
released or dismissed within thirty (30) days thereafter,  or if any sale of the
leasehold  interest  hereby created or any part thereof should be made under any
execution or other judicial process,  or if Tenant shall make any assignment for
the benefit of creditors or shall voluntarily institute bankruptcy or insolvency
proceedings,  Landlord,  at  Landlord's  sole  election,  may  reenter  and take
possession  of said  premises  and  remove all  persons  therefrom  and may,  at
Landlord's option, terminate this Lease,

     25. ADDITIONAL PAYMENTS. All taxes, insurance premiums, costs and expenses,
or common area cost which the Tenant  assumes or agrees to pay  hereunder  shall
constitute  contractual  obligations  of Tenant  hereunder,  and in the event of
nonpayment the Landlord shall have all the rights and remedies  herein  provided
for in the  case  of  nonpayment  of  rent  or  breach  of  condition,  and  may
consolidate such obligations or pursue remedies individually.

     26. RULES AND REGULATIONS. The Tenant shall comply with all such reasonable
rules and  regulations  as do not conflict with the provisions of this lease and
as Landlord may  establish  uniformly  for the  Business  Park from time to time
provided that Tenant is notified in writing thereof.

     27.  SIGNS AND OTHER  IDENTIFICATION.  Tenant  shall not place or erect any
signs or  identifying  marks,  insignia or  advertising  on, or about the leased
premises or the Business  Park except in conformity  with rules and  regulations
established  in that regard under  Paragraph 26, or in the absence of such rules
and regulations,  in conformity with the sign or identification  currently being
provided  by Landlord  for other  tenants in the  Business  Park.  Tenant  shall
provide and install at its expense a sign on said  property in  conformity  with
the signs  currently  being  provided for the other tenants in the Business Park
within thirty (30) days after the  commencement  of the lease term. In the event
Tenant  shall  place or cause to be placed any sign,  identifying  marks,  trade
mark, insignia or advertising on or about the leased premises or the building or
real  property of which the leased  premises are a part,  and if the same do not
comply with the terms and provisions of this Paragraph,  Landlord shall have the
right and power to remove the same at Tenant's expense. Any damage caused to the
leased  premises  or the  building  as a  result  of the  installation  of  such
non-conforming item, or the subsequent removal thereof by Landlord, shall be the
responsibility  and obligation of Tenant and Tenant shall immediately  reimburse
Landlord in an amount  sufficient  to repair such  damage.  In the event  Tenant
shall  desire  to use  any  sign  or  identification  other  than  the  sign  or
identification  currently  being  provided by the Landlord or not in  conformity
with said rules and regulations, Tenant shall first receive written consent from
Landlord  before  placing  or  erecting  any  signs or other  identification  or
advertising  and the same shall be purchased  from and  installed by Landlord at
Tenant's expense. Tenant shall pay, for signage at Landlord's cost.

     28.  SUBORDINATION  OF LEASE TO MORTGAGES.  This lease shall be subject and
subordinate  at all times to the lien of  existing  mortgages  and of  mortgages
which  hereafter may be made a lien on the  premises.  Although no instrument or
act on the part of Tenant shall be necessary to effectuate  such  subordination,
Tenant  will   nevertheless   execute  and  deliver  such  further   instruments
subordinating  this lease to the lien of any such mortgages as may be desired by
the mortgagee.  The Tenant hereby irrevocably appoints the Landlord his attorney
fact to execute  and  deliver  any such  instrument  for the  Tenant.  Provided,
however,  and notwithstanding the foregoing  provisions hereof, upon foreclosure
of the mortgage  with the  mortgagee  succeeding  to the rights of the Landlord,
Tenant  shall,  at the  option of said  mortgagee,  attorn to the  mortgagee  as
follows:

     (a) Tenant  shall be bound to the  mortgagee  under all of the terms of the
lease for the  balance  of the term  hereof  remaining  with the same  force and
effect as if the mortgagee were the Landlord under the lease,  and Tenant hereby
attorns to the  mortgagee as its landlord,  such  attornment to be effective and
self  operative,  without the  execution  of further  instrument  on the part of
either of the parties hereto,  and immediately upon the mortgagee  succeeding to
the interest of Landlord under this lease and having given written notice of the
same to  Tenant.  The  respective  rights and  obligations  of Tenant and of the
mortgagee upon such attornment  shall to the extent of the remaining term of the
lease be the same as now set forth herein.

     (b) The  mortgagee  shall be bound to the Tenant  under all of the terms of
this  lease,  and the Tenant  shall,  from and after such  event,  have the same
remedies against the mortgagee for the breach of an agreement  contained in this
lease  that the  Tenant  might  have had under the lease  against  the  Landlord
hereunder.  In no event,  however,  shall the mortgagee be liable for any act or
omission  of any prior  Landlord,  be  subject to any  offsets or defense  which
Tenant  might  have  against  any  prior  Landlord,  or be  bound by any rent or
additional  rent which the Tenant might have paid to any prior Landlord for more
than one month in advance.

     29. SURRENDER  INVALID UNLESS WRITTEN.  No surrender of the leased premises
for the  remainder  of the term  hereunder  shall be binding  upon the  Landlord
unless accepted by the Landlord in writing.  Without  limiting the generality of
the  foregoing,  it is agreed that the receipt or  acceptance of the keys to the
leased  premises  by the  Landlord  shall  not  constitute  an  acceptance  of a
surrender of the leased premises.

     30.  HOLDING  OVER.  If the Tenant shall remain in possession of the leased
premises  after the  expiration of either the original term of this lease or any
extended term,  such  possession  shall be as a month month tenant only.  During
such month to month  tenancy,  unless  otherwise  agreed in writing by Landlord,
rent  shall be  payable  at one and  one-half  times  the rate as that in effect
during the last month of the preceding  term,  and the  provisions of this lease
shall otherwise be applicable.

31.      WAIVER OF LANDLORD'S LIEN.

     (a)  Landlord  waives any lien rights it may have  concerning  the Tenant's
property and Tenant has the right to remove the same by giving Landlord ten (10)
days'  written  notice  of its  intent  to remove  any part of its  property  so
Landlord may properly coordinate the removal of said property.

     (b)  Landlord  acknowledges  that  Tenant  has  entered  into  a  financing
arrangement including promissory notes and financial and security agreements for
the financing of the property (the  "Collateral")  with a third party  financing
entity (and may in the future enter into additional financing  arrangements with
other financing entities). In connection therewith, Landlord (i) consents to the
installation  of the  Collateral;  (ii) disclaims  and/or waives any interest or
lien rights in the Collateral,  as fixtures or otherwise;  and (iii) agrees that
the Collateral shall be exempt from execution, foreclosure, seizure, sale, levy,
attachment,  or  garnishment  for any rent due or to become due to  satisfy  any
judgment in favor of Landlord  against  Tenant and that such  Collateral  may be
removed at any time without recourse to legal proceedings.

    (c) Landlord  acknowledges and agrees that,  notwithstanding anything to the
contrary contained in this Lease:

     (1) Tenant shall be permitted to pledge, mortgage, hypothecate or otherwise
grant a lien, security interest or collateral  assignment (whether pursuant to a
security  agreement,  deed or trust,  collateral  assignment,  mortgage or other
instrument) (a "Lien") in and to all right,  title and interest of Tenant in and
to this lease,  including,  without  limitation,  the right to occupy the leased
premises pursuant to the terms hereof, to a financial institution  (individually
and/or as administrative  agent for itself and other lenders) and its successors
and assigns or any refinancing or replacement lender  (hereinafter  collectively
called  "Lenders") in connection with certain debt financing to Tenant or to any
of its affiliates as security for such debt financing.

     (2) Lender shall be permitted to foreclose upon any such Lien (or accept an
assignment in lieu of foreclosure) and transfer and assign all right,  title and
interest  of Tenant  in and to this  Lease  pursuant  to or  subsequent  to such
foreclosure and, in the event of any such  foreclosure,  transfer or assignment,
and provided Lender or its  successor-in-interest  expressly  assumes in writing
and agrees to perform each of Tenant's  covenants,  duties and obligations which
will arise and accrue from and after the date of such  foreclosure,  transfer or
assignment,   Landlord   agrees   that  it   will   recognize   Lender   or  its
successor-in-interest as the successor-in-interest to Tenant under this Lease as
if Lender or its  successor-in-interest  (as applicable) where Tenant under this
Lease.

     (3) Within ten (10) business days after written request by Tenant, Landlord
will  execute and deliver in favor of Lender an  estoppel  certificate  or other
instrument in form reasonably acceptable to Landlord and such Lender pursuant to
which  Landlord will (i) confirm the  existence,  validity and binding effect of
this Lease,  (ii) confirm  that  Landlord is the owner and holder of this Lease,
(iii) confirm that, to Landlord's current, actual knowledge, no monetary default
and no other default has occurred  under the terms of this Lease (or  specifying
any defaults which have occurred,  which are continuing and of which Landlord is
currently, actually aware), (iv) agree to provide Lender a copy of any notice of
default  delivered  to  Tenant  hereunder,  and (v)  agree  that,  prior  to any
termination of this Lease as a result of a default of Tenant hereunder, Landlord
will provide written notice of such default to Lender at its principal office as
the same may be provided by such  Lenders,  or such other address as the Lenders
may  provide,  and afford  Lender a period not less than 30 days within which to
cure such default.

     (4)  Landlord  hereby  agrees that all  property of Tenant now or hereafter
located on the leased premises shall be and remain  personal  property of Tenant
notwithstanding  the manner in which such property  shall be attached or affixed
to the leased premises. Landlord hereby further agrees that, notwithstanding the
order  of  perfection  or  priority  of any  security  interest  or  lien  under
applicable  law,  any security  interest or lien for rent or similar  charges or
other  indebtedness,  liabilities or  obligations  owing to Landlord under or in
connection  with the lease,  whether  arising by operation of law or  otherwise,
whether  now  existing  or  hereafter  arising,  and each and every  right which
Landlord  now has or  hereafter  may have,  either to levy or distrain  upon any
property of Tenant or any interest therein  ("Lender's  Collateral") or to claim
or assert title to Lender's Collateral, or make any other claim against Lender's
Collateral,  whether under the lease or the laws of the state in which the lease
premises are located or under any deed of trust, mortgage or other lien document
now in effect  whether  by reason  of a  default  under the lease or  otherwise,
expressly is hereby made and shall be subject and  subordinate  in every respect
to any security interest or lien or other right,  title or interest of Lender in
Lender's Collateral,  no matter when acquired,  and shall further be subject and
subordinated  to all of the  terms,  provisions  and  conditions  of any loan or
security  document  in  favor  of  Lender.  Lender  and  its  agents  and  legal
representatives,  without any liability or accountability whatsoever to Landlord
(except for  damages,  if any,  to the leased  premises  caused  thereby and the
obligation to pay rental, both as provided  hereinbelow),  (a) may remove any or
all of  Lender's  Collateral  located  at the  leased  premises  from the leased
premises (i) whenever Lender,  in its sole discretion,  believes such removal is
necessary to protect Lender's  interest in Lender's  Collateral or (ii) whenever
Lender shall seek to sell or foreclose upon Lender's  Collateral;  and (b) shall
have  access to the  leased  premises  and  Lender's  Collateral  at all  times.
Landlord  grants to Lender a  license  to enter  onto the  leased  premises  and
consents and agrees that Lender and/or its  representatives or agents may at any
time enter onto the leased  premises  to inspect  Lender's  Collateral,  to take
possession  of  Lender's  Collateral  and to  remove  any  or  all  of  Lender's
Collateral  from the leased  premises or exhibit for sale and/or  conduct one or
more sales of Lender's Collateral on the leased premises,  and Landlord will not
in any manner hinder,  interfere  with or prevent any of the  foregoing.  Lender
agrees to repair any damage caused by Lender or its agents or representatives as
a direct  result of any such  removal  of  Lender's  Collateral  from the leased
premises by Lender or its agents or  representatives.  During any possession and
occupancy  of the leased  premises by Lender,  Lender's  obligation  to Landlord
shall  include only the  obligation  to pay the rental that accrues  during such
period of possession and occupancy if and to the extent that Tenant has not paid
such  rental.  Lender  shall have no  obligation  to cure any defaults of Tenant
under the lease.  If at any time,  from time to time,  Landlord  ever comes into
possession  or control  of any  proceeds  of any of  Lender's  Collateral,  such
proceeds  shall be held by Landlord  in trust for the benefit of Lender,  to the
extent  of its  interest  therein,  and the  same  shall  forthwith  be paid and
delivered to Lender.

     (5) All terms and  provisions  of clauses (1),  (2), (3), and (4) preceding
shall enure to the benefit of Lender.  Landlord  shall,  upon request by Tenant,
deliver to Lender a subordination agreement executed by Landlord consistent with
clause (4) and otherwise in a form  reasonably  acceptable to Lender pursuant to
which Landlord  subordinates  any security  interest or lien held by Landlord in
any personal  property of Tenant located on the leased  premises to any security
interest or lien then held by Lender.

     (6) In the event any other  provision  of this lease  shall be in  conflict
with the  provisions  of this Section 31, the  provisions  of this Section shall
control.

     32. WAIVER.  One or more waivers of any provision of this lease by Landlord
shall not be construed as a waiver of a subsequent breach of the same provision,
and the Landlord's  consent or approval to or of any act by the Tenant requiring
such consent or approval shall not be deemed to waive or render  unnecessary the
Landlord's  consent  or  approval  to or of any  subsequent  similar  act by the
Tenant.

     33.  NOTICES.  Any and all notices or demands  required or  permitted to be
given  hereunder  shall be deemed to be properly served if sent by registered or
certified  mail,  postage  prepaid,  addressed  to the  Landlord  at ILC at 5000
Tremont  Avenue,  Suite 400B,  Davenport,  LA 52807, or at such other address or
addresses as either party may hereafter  designate in writing to the other.  Any
notice or demand so mailed  shall be  effective  for all purposes at the time of
deposit thereof in the United States mail.

     34. NO OTHER AGREEMENTS.  This lease contains the entire  understanding and
agreement of the parties, supersedes all prior understandings and agreements and
cannot be revised,  adjusted or modified  unless in writing  signed by the party
against whom the same is to be enforced.

     35.  INDEMNIFICATION.  Except for claims  arising out of acts caused by the
affirmative  negligence  of  Landlord  or  its  representatives,   Tenant  shall
indemnify  and defend  Landlord and the leased  premises,  at Tenant's  expense,
against all  claims,  expenses  and  liabilities,  including  but not limited to
reasonable  attorney's fees incurred in successfully  pursuing any of Landlord's
legal  remedies  hereunder or in defending  itself in legal  proceedings  of any
kind,  arising from (a) failure of Tenant to perform any covenant required to be
performed by Tenant  hereunder;  (b) any accident,  injury or damage which shall
happen  in or about  the  leased  premises,  or  resulting  from the  condition,
maintenance or operation by Tenant of the leased premises; (c) failure to comply
with any requirements of any governmental  authority;  (d) any mechanics lien or
security  agreement  filed  against  the leased  premises  or any  equipment  or
material  therein;  and (e) any act or  negligence  of Tenant,  or its  assigns,
contractors, employees or licensees.

     36.  APPLICABLE  LAW. This Agreement shall be governed by,  construed,  and
interpreted in accordance with the laws of the State of
Iowa.

     37. EXPLANATORY  PROVISIONS.  The provisions of this lease shall be binding
upon,  inure to the  benefit of any apply to the  respective  heirs,  executors,
administrators,  successors  and assigns of the parties  hereto.  The  masculine
pronoun,  whenever used, shall include the feminine and neuter, and the singular
shall  include the plural.  Headings are given to the  paragraphs  of this lease
solely as a convenience to facilitate reference and shall not be deemed material
or relevant to the construction of the lease or any provision thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this lease on the date
first above written.


                LANDLORD:  Investment Lease Corporation

                By:
                   --------------------------------------------------
                         David L. McAnally
                         (Title) President

                Date
                    -------------------------------------------------


                           TENANT: iPCS Wireless, Inc.

                 By:
                    --------------------------------------------------

                 (Title)
                        ----------------------------------------------

                 Date
                     -------------------------------------------------



<PAGE>



                                 LEASE AMENDMENT
                                    iPCS/ILC
                               5000 Business Park
                                  5000 Tremont
                                  Building 300
                               Suites 302 and 303


     THIS LEASE AMENDMENT ("Agreement") is made and entered into this 4th day of
October,   2000,  (the  "Effective  Date")  by  and  between   Investment  Lease
Corporation ("ILC"  hereinafter  called  "Landlord") and iPCS Wireless,  Inc., a
Delaware  corporation  (hereinafter called "Tenant")  (hereinafter  collectively
referred to as "Parties"), with reference to the following facts:

     WHEREAS,  on August  17,  2000,  a  certain  Lease  Agreement  (hereinafter
referred to as the  "Existing  Lease") was entered into by and between  Landlord
and Tenant,  covering the suites at 5000 Business  Park,  5000 Tremont  Building
300,  suites 302 & 303 to be occupied by Tenant upon  completion of construction
of (the "Leased  Premises"),  the Leased  Premises also being fully described in
the Existing Lease, reference to which is here made for all purposes; and

     WHEREAS,  the Parties wish to amend the Existing Lease in order to evidence
certain additional agreements between Landlord and Tenant:

         THEREFORE, in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, Landlord and Tenant hereby agree as follows:

     1. The term the  Lease is  hereby  to begin on  October  5,  2000,  or upon
signature of said Amendment. Rent shall be prorated.

     2. Landlord hereby grants to Tenant the  opportunity to begin  construction
of suite interiors upon completion of signatures on this Amendment. Tenant shall
complete  all  interior  construction  as per  Tenants  specifications  with the
approval of Landlord. Said approval shall not be unreasonably withheld.

     3. Tenant shall also return space to  shell/vanilla  box (white walls,  all
equipment removed,  concrete floor exposed any carpet and parameter offices left
per approval  with  Landlord)  finish upon  expiration of Lease  Agreement  upon
moving from suite.  Landlord  shall  approve said finish prior to  expiration of
Lease Agreement.

     4.  Contractor  for  Tenant  shall  abide  by  all  Rules  and  Regulations
established by the Business Park for the operation of a contractor.

     5. Landlord  requires of Tenants  Contractor a  damage/security  deposit of
$10,000.00,  which shall be held in escrow until  contractor  has  completed the
construction  of Suites 302 & 303 and has removed all of his  equipment and left
the Business Park in the same condition as the  Contractor  entered the Business
Park  and  provided  nothing  has  been  destroyed.  Payment  is  due  prior  to
Contractors entrance into the facility.

     6.  Landlord  shall  provide to Tenant a check in the amount of  $31,000.00
upon  occupancy and  completion of  construction  as a  construction  credit for
Tenant.  This amount  represents the Landlord's  budgeted  contribution  for the
completion of the space.

     This  Agreement is intended to amend the  provisions of the Existing  Lease
only to the extent  expressly  set forth  above.  All of the  terms,  covenants,
provisions,  and  conditions  set forth in the  Existing  Lease are ratified and
confirmed except as expressly  modified by this Agreement.  This Agreement shall
be binding upon and shall inure to the benefit of the respective  successors and
assigns of Landlord and Tenant.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Lease Amendment
as of the Effective Date.

                            LANDLORD:  Investment Lease Corporation

                By:
                   --------------------------------------------------

                (Title)
                        ----------------------------------------------

                Date
                    -------------------------------------------------


                           TENANT: iPCS Wireless, Inc.

                 By:
                    --------------------------------------------------

                 (Title)
                        ----------------------------------------------

                 Date
                     -------------------------------------------------






<PAGE>







                                 LEASE AMENDMENT
                                    FOR iLPCS
                              LEASE AGREEMENT DATED
                                 AUGUST 17, 2000

LANDLORD:                  INVESTMENT LEASE CORPORATION (ILC)


TENANT:                    IPCS WIRELESS, INC.

     EXTENSION OF LEASE  AMENDMENT,  effective as of the 4th day of June,  2002,
between   INVESTMENT  LEASE   CORPORATION   (ILC)  (hereafter   referred  to  as
"LANDLORD"), and ILPCS WIRELESS, INC. (hereinafter referred to as "TENANT").

     WHEREAS, the original Lease Agreement dated August 17, 2000, by and between
Landlord  and Tenant,  shall,  by this  Extension  between  Landlord and Tenant,
continue to be in full force and effect; and,

     WHEREAS,  Landlord  and  Tenant  desire to amend the terms of the  original
Lease Agreement dated August 17, 2000:

         NOW, THEREFORE, Landlord and Tenant agree as follows:

     1.  INCORPORATION OF ORIGINAL LEASE AMENDMENT.  Attached hereto, and marked
"Exhibit     A",     is    a    true    copy    of    the     original     Lease
-------------------------------------------  Agreement  dated  August 17,  2000.
Said Lease Agreement remains in full force and effect,  except for the following
amendments and revisions:

     Tenant  agrees to Lease Suite 301 (the  "Additional  Space")  consisting of
4,189 square feet, in addition to the space already committed to in the attached
Lease Agreement.  The terms and conditions of the Lease Agreement are amended to
and the following provisions relating to, and only to, the "Additional Space".

     Lease Term: The Initial Term for the  "Additional  Space" shall be 5 years,
to begin July 15, 2002 and end on May 31, 2007.  Renewals shall run  consecutive
to the Attached Lease Agreement dated August 17, 2000.

     LEASE RATE: For the "Additional Space", (4,189 sq. ft.)

     "RENT", will reflect the rental, due as follows:

   YEARS             ANNUAL RENT                    MONTHY         PER SQ FT.
   -----------------------------------------------------------------------------

  Year 1          $34,559.28                 $2,879.94               $8.25
  Year 2          $36,653.76                 $3,054.48               $8.75
  Year 3          $38,748.24                 $3,229.02               $9.25
  Year 4          $40,842.72                 $3,403.56               $9.75
  Year 5          $41,890.00                 $3,490.84              $10.00

     Tenant shall be given the Certificate of Occupancy issued upon the original
completion of said  Additional  Space upon  signature of this  document.  Tenant
shall begin Rental Payment on July 1, 2002.


     CAM (common area maintenance  charges) current budget estimate is $2.00 per
square foot. The terms and conditions of payment of this  additional  charge are
part of the Original Lease Agreement attached as Exhibit "A".


     All other terms and conditions of the original Lease Agreement dated August
17, 2000, shall remain as originally stated.


     OPTION: Tenant shall have an option to extend this lease from 2007-2012 and
from 2012-2015 when the master Lease Agreement expires.


     OPTION  RENTS:  Tenant  shall have the option to renew this lease under the
following terms and conditions:

 YEARS               ANNUAL RENT                  MONTHY            PER SQ. FT.
 -------------------------------------------------------------------------------

 6, 7, 8             $42,937.32                $3,578.11             $10.25
 9, 10, 11           $46,791.12                $3,899.26             $11.17
 12, 13, 14, 15      $50,268.00                $4,189.00             $12.17

     Tenant  agrees  that is renting the  Additional  Space on an "as is" basis;
providing  however that the Landlord  represents  and warrants that the existing
HVAC and plumbing  system shall be in good working  order for twelve (12) months
from  the date on which  Tenant  begins  occupancy  of the  "Additional  Space".
Provided Tenant does not make any  modifications  to existing systems during its
remodeling  process.  (other  than  changes in the  distribution,  supplies  and
returns)


     Landlord  acknowledges and agrees that Tenant may make modifications to the
premises leased un the Lease Agreement and the Additional  Space as described in
Exhibit A attached herein.


     This Amendment is agreed to and accepted as of the date above.


     As  previously  provided  on the  attached  Lease  Agreement  a copy of the
corporate  resolution  shall be  included  to verify  the  signature  of Tenants
representative on the signature line.


TENANT:                                      LANDLORD:


IPCS                                        INVESTMENT LEASE CORPORATION


By: ----------------------------------      By:---------------------------------
It's:---------------------------------      It's:-------------------------------



<PAGE>



                                    Exhibit 1
                                   Floor Plan



<PAGE>



                                    Exhibit 2
                                Construction Plan




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>11
<FILENAME>dex1022.txt
<DESCRIPTION>LEASE DATED MAY 5, 2000
<TEXT>
<PAGE>
  Exhibit 10.22


                                     LEASE


     THIS LEASE is made and executed this 5th day of May,  2000,  between BARDEN
ASSOCIATES I, L.L.C., a Michigan  limited  liability  company,  of 4380 Brockton
Dr.,  Grand Rapids,  Michigan  49512,  as  "Landlord",  and ILLINOIS PCS LLC, an
Illinois  limited  liability  company,  of 373 Prarie Knoll  Drive,  Naperville,
Illinois, 60565 ("Tenant").

1. Leased  Premises.  Landlord is the owner of the real property located at 4717
Broadmoor,  SE,  in the  City  of  Kentwood,  Kent  County,  Michigan  and  more
particularly  described on attached Exhibit A (the "Property") on which Landlord
has constructed a single story building (containing  approximately 51,000 square
feet of floor  area)  (the  "Building")  and  other  related  improvements  (the
"Improvements"). Landlord LETS AND LEASES to Tenant, and Tenant HIRES AND LEASES
from  Landlord,  that portion of the Building,  containing  approximately  5,100
square feet of floor area,  more  particularly  described on attached  Exhibit B
(the "Leased  Premises"),  at the rents and under the terms and  conditions  set
forth in this Lease.

2. Purpose of  Occupancy.  Tenant  shall occupy and use the Leased  Premises for
office  and  warehousing  purposes  in  connection  with its  telecommunications
business  and for any  related  purpose,  but for no other  purpose  without the
written consent of Landlord,  which consent shall not be unreasonably  withheld.
The Leased  Premises  shall not be used for any purpose  which would violate any
law, ordinance, rule or regulation applicable to the Building, nor in any way to
create  any  nuisance  or  trespass,  nor in any way to  violate  the terms of a
standard  form policy of insurance  or increase the rate of insurance  under any
such policy of insurance on the Building or the Leased Premises.

3. Term of Lease; Renewal Term. The term of this Lease shall commence on May 15,
2000, and shall continue for ten (10) years thereafter  unless sooner terminated
as provided in this Lease.  Tenant's  taking  possession of the Leased  Premises
shall  constitute  Tenant's  acceptance of the Leased  Premises in their "as is"
condition,  subject only to the other terms and conditions of this Lease. At the
request of Landlord, Tenant shall execute and deliver to Landlord the Acceptance
of Premises form attached to this Lease as Exhibit D.

     Provided  Tenant is not then in  default in the  performance  of any of its
covenants and agreements  under this Lease,  Tenant may renew this Lease for two
(2)  additional  five (5) year  terms,  upon the same  terms and  conditions  as
provided in this Lease  except as to rent which shall be adjusted as provided in
Paragraph 4, below. In order to exercise such renewal rights, Tenant shall serve
Landlord with written notice of Tenant's election to renew not less than six (6)
months prior to the end of the term of this Lease or each renewal  term,  as the
case may be.

4.  Rent.  Tenant  covenants  and agrees to pay  Landlord  as rent for the lease
premises during the term of this Lease and any ---- renewal term as follows:

(a)  Base Rent.  As Base Rent,  Tenant  shall pay an amount equal to Thirty Five
     Thousand Seven Hundred Sixty and 00/Dollars  ($35,760.00) per year, payable
     in  equal  monthly   installments  of  Two  Thousand  Nine  Hundred  Eighty
     00/Dollars  ($2,980),  subject,  however,  to adjustment as provided  under
     Paragraph 4(b),  below. Base Rent shall be paid in advance on the first day
     of each month during the term and any renewal term of this Lease; provided,
     however,  that Base Rent for the first full month of the term of this Lease
     shall be paid upon the execution of this Lease.  Moreover, in the event the
     Commencement  Date is any day other  than the first day of a month,  Tenant
     shall pay to Landlord on the  Commencement  Date a prorated  portion of the
     monthly  Base Rent for the period from the  Commencement  Date to the first
     day of the following month.

(b)  CPI  Adjustments.  The Rent paid by Tenant  shall be adjusted  upward,  but
     never downward,  effective as of the first ----------------  anniversary of
     the  Commencement  Date (or the first day of the thirteenth month after the
     Commencement  Date in the event the Commencement  Date is a date other than
     the  first  day of a  calendar  month)  and on the  same  day of each  year
     thereafter  during the term and any  renewal  term of this Lease to reflect
     the increase,  if any, in the Consumer  Price Index (All Cities,  All Urban
     Consumers, All Items, 1982-1984=100)  (subsequently referred to as "CPI-U")
     or its successor  Consumer  Price Index,  as published by the United States
     Bureau of Labor Statistics.  This adjustment shall be computed by adding to
     the Base Rent an amount  determined as follows:  (i) the CPI-U index number
     for second month preceding the  Commencement  Date ("Initial Index Number")
     shall be  subtracted  from the CPI-U  index  number  for the  second  month
     immediately  preceding the effective  date of increase;  (ii) the resulting
     amount  shall be  divided by the  Initial  Index  Number  and  reduced to a
     decimal equivalent;  (iii) the resulting decimal shall be multiplied by the
     Base Rent. In no event, however,  shall the Rent increase by more than four
     percent (4%) per year on a cumulative  basis. The Rent, as adjusted,  shall
     be paid in equal monthly installments as provided in Paragraph 4(a), above.

     If the CPI-U is  changed so that the base year  differs  from that used for
     the Initial Index Number,  the CPI-U shall be converted in accordance  with
     the conversion  factor published by the United States  Department of Labor,
     Bureau of Labor Statistics.  If the CPI-U is discontinued or revised during
     the term of this Lease or any renewal term, such other  government index or
     computation  with  which it is  replaced  shall be used in order to  obtain
     substantially  the same  results as would be  obtained if the CPI-U had not
     been discontinued or revised.

(c)  Landlord  Improvement  Rent.  In  addition  to Rent,  Tenant  shall  pay to
     Landlord as Landlord  Improvement Rent an amount determined as follows: The
     amount by which the total cost to Landlord for all Landlord Improvements to
     the Leased  Premises  exceeds  $__________  shall be amortized on a monthly
     basis  over the  initial  ten (10)  year  term of the  Lease at the rate of
     __________ percent (__) per annum and paid monthly on the first day of each
     month during the initial term of this Lease.

(d)  Payment.  The monthly installments of rent and all other sums payable under
     this Lease by Tenant  shall be paid to Landlord at  Landlord's  address set
     forth  above,  or at such other  address as Landlord  may direct by written
     notice, without setoff, counter claim, recoupment, abatement, suspension or
     deduction.

5. Taxes and Special  Assessments.  Landlord  shall pay and  discharge  all real
property  taxes and special  assessments  which may be levied against all or any
portion  of the  Property,  Building  and  Improvements  during the term of this
Lease.  Tenant shall pay and discharge all personal  property taxes which may be
levied against its furniture,  equipment and other personal  property located on
the Leased Premises.

6.  Insurance and  Indemnity.  Landlord  shall keep the  Property,  Building and
Improvements insured against the following: -----------------------

(a)  loss or damage by fire and those risks  covered by  "extended  coverage" as
     provided in a Michigan  standard fire insurance policy in the amount of the
     full replacement cost of the Building and Improvements.

(b)  public  liability and property  damage  insurance with coverage of at least
     One Million Dollars ($1,000,000.00) on a combined single limit basis.

     All such policies of insurance  shall be payable to Landlord or as Landlord
     specifies.  Tenant  shall  indemnify  Landlord  against  and save  Landlord
     harmless  from any  liability  or claim for  damages  which may be asserted
     against Landlord by reason of any accident or casualty  occurring in, on or
     about the Leased  Premises  or  otherwise  arising  from  Tenant's  use and
     occupancy of the Leased  Premises  except such as arise from the negligence
     of Landlord, its agents or employees.

     Tenant,  at its expense,  shall keep all of its furnishings,  equipment and
     other  personal  property  located on the  Leased  Premises  fully  insured
     against  loss or  damage  by fire and  those  risks  covered  by  "extended
     coverage" as provided in a Michigan  standard fire insurance  policy.  Such
     policy of  insurance  shall be  payable  to Tenant or as Tenant  specifies.
     Tenant hereby  releases  Landlord from any and all liability for any damage
     to or loss of such personal  property from any cause  whatsoever  except to
     the extent such loss or damage is the result of the negligence of Landlord,
     its agents or employees and is not otherwise covered by insurance  required
     to be carried by Tenant under this Lease.

7. Waiver of  Subrogation.  Each policy of insurance  authorized  or required of
either party under this Lease shall contain a clause or endorsement  under which
the insurer waives all right of subrogation  against the other party, its agents
and employees with respect to losses  payable under such policy,  and each party
hereby  waives all right of recovery it might  otherwise  have against the other
party,  its agents and employees for any loss or injury which is covered by such
a policy of insurance,  notwithstanding that such loss or injury may result from
the negligence or fault of such other party, its agents and employees.

8. Utilities.  Tenant shall pay all charges for utility services provided to the
Leased Premises,  which are separately  metered.  Landlord shall pay all charges
for all other utility services necessary for the reasonable use and operation of
the Leased  Premises and the Building and  Improvements.  Landlord  shall not be
liable in damages or otherwise for any interruptions or failure in the supply of
any utilities or utility  service to the Leased  Premises except such failure or
interruption  which  results  from the  negligence  of  Landlord,  its agents or
employees.

9. Maintenance and Condition of Leased Premises.  Tenant, at its expense,  shall
keep the interior of the Leased  Premises in good  maintenance,  condition,  and
repair, reasonable wear and tear excepted,  including,  without limitation,  the
maintenance, repair and replacement of all HVAC, plumbing and electrical systems
serving  the Leased  Premises,  and perform  all other  maintenance,  repair and
replacement  upon the Leased Premises,  the Property,  Building and Improvements
necessitated  by the acts or  neglects  of  Tenant,  its  agents,  employees  or
invitees.  All  other  necessary  maintenance,  repair  and  replacement  of the
structural components of the Property, Building and Improvements,  including the
roof,  exterior  walls and  foundation,  and the  Common  Areas (as  defined  in
Paragraph  16,  below) shall be performed  by  Landlord.  Tenant shall  promptly
notify Landlord in writing of any defective condition known to it which Landlord
is required to repair or replace and failure to so report such defect shall make
Tenant  responsible to Landlord for any  additional  loss or aggravation of loss
incurred by Landlord by reason of Tenant's failure to notify Landlord.

Tenant shall keep the Leased Premises in a neat and clean  condition,  shall not
allow refuse to accumulate, and shall conduct its business in such a manner that
the risk of fire to the Leased Premises shall not be increased beyond the hazard
normal and usual for its type of business.

10.  Alterations.  Tenant  shall not make or permit to be made any  alterations,
additions or improvements in, upon or to the Leased Premises, or any part of the
Leased  Premises,  without the prior written  consent of Landlord.  In the event
such consent is obtained, all such alterations,  additions or improvements shall
be  performed  at the  expense  of Tenant in a good,  workmanlike  manner and in
accordance   with  all  applicable   laws  and  building  codes  and  plans  and
specifications  approved by Landlord.  Tenant  shall not allow any  construction
liens to attach to the Leased Premises or the Property, Building or Improvements
in connection  with any such  alteration,  and the failure of Tenant to have any
such lien released within ten (10) days after written notice from Landlord shall
constitute  a default  under this Lease.  In addition,  Tenant shall  indemnify,
defend and hold Landlord  harmless from any and all costs and expenses  incurred
by Landlord in  connection  with such  construction  liens,  including,  without
limitation,  attorneys fees and costs of litigation. All alterations,  additions
or  improvements  (except trade  fixtures) so made and installed by Tenant shall
become  part of the realty,  shall  become the  property  of Landlord  and shall
remain for the benefit of Landlord at the end of the term or other expiration of
this Lease in as good condition as they were when installed, reasonable wear and
tear  excepted;  provided,  however,  that  any  such  alteration,  addition  or
improvement  remaining at the end of the term or other expiration of this Lease,
shall upon demand made by Landlord,  be removed by Tenant,  at Tenant's expense,
and Tenant shall repair any damage caused by such removal,  restoring the Leased
Premises to their condition prior to the making of such alteration,  addition or
improvement.

11.  Performance  by  Landlord.  In the event Tenant fails to perform any of its
covenants and  agreements as set forth in this Lease and such failure  continues
for a period of ten (10) days after written notice from Landlord (except that no
such notice shall be required in emergency situations),  Landlord shall have the
option to  undertake  such  performance  for Tenant,  and the costs and expenses
reasonably  incurred by Landlord by reason of such undertaking  shall be due and
payable forthwith by Tenant to Landlord as additional rent under this Lease.

12.  Compliance with Public Authority  Requirements.  Tenant agrees,  at its own
expense,  to promptly comply with all  requirements  of any legally  constituted
public  authority made  necessary by reason of Tenant's  occupancy of the Leased
Premises,  including,  without limitation,  the Americans with Disabilities Act.
Landlord shall deliver space as of the Commencement Date in full compliance with
all  requirements  legally  constituted  public  authority,   including  without
limitation, the Americans with Disability Act.

13. Hazardous Materials.

(a)  Definitions.  For purposes of this Lease, the terms  "Hazardous  Materials"
     and "Relevant Environmental Laws" shall be defined as follows:

     (i)  "Hazardous  Materials"  shall mean all  solids,  liquids  and  gasses,
          including but not limited to solid waste,  asbestos,  crude  petroleum
          and petroleum fractions, toxic chemicals,  polychlorinated biphenyl's,
          paint containing lead, volatile organic chemicals, chlorinated organic
          compounds,  and urea formaldehyde foam insulation,  which are governed
          or regulated by Relevant Environmental Laws.

     (ii) "Relevant  Environmental Laws" shall include but not be limited to all
          federal,   state  or  local  laws,  rules,   regulations,   orders  or
          determinations  established or issued by any judicial,  legislative or
          executive body, of any governmental or quasi-governmental entity which
          govern or regulate the existence,  storage,  use, disposal, or release
          of any solid,  liquid or gas on, in or under the Leased  Premises,  or
          which  govern or regulate  the  environmental  effect of any  activity
          currently or previously conducted on the Leased Premises.

(b)  Tenant's  Obligations;  Indemnification.  Tenant  shall  not,  nor shall it
     permit its employees,  business  invitees,  contractors  or  subcontractors
     (collectively  "Tenant's  Agents"),  to bring upon,  keep,  store,  use, or
     dispose  of any  Hazardous  Materials  on, in,  under,  or about the Leased
     Premises, the Property,  Building or Improvements or any adjacent property,
     except for the following:  (i) gas,  diesel fuel,  oil, and other petroleum
     products and petroleum  by-products which drip in normal amounts from motor
     vehicles on parking and maneuvering  areas  surrounding the Building;  (ii)
     Hazardous  Materials  contained  within Tenant's  products,  equipment,  or
     inventory (including,  but not limited to oxygen, hydrogen and hydrochloric
     acid) and which do not pose any  significant  threat of being released into
     the  environment;  or (iii) general  office  supplies  (including,  without
     limitation,  ordinary  cleaning  chemicals  and  solutions)  used for their
     intended purpose and not posing any significant  threat of contamination of
     the  Leased  Premises,  the  Building,  the  Improvements  or any  adjacent
     property. Tenant shall cause the presence, use, storage, and/or disposal of
     any Hazardous  Materials on, in, under, or about the Leased  Premises,  the
     Property,  Building or Improvements  or any adjacent  property by Tenant or
     Tenant's  Agents to be in complete  compliance  with all  applicable  laws,
     rules, regulations, orders, and the like (the "Environmental Laws"). Tenant
     shall  defend,  indemnify,  protect,  and hold  Landlord  harmless from and
     against all claims,  costs, fines,  judgments,  and liabilities,  including
     attorneys'  fees  and  costs,  arising  out of or in  connection  with  the
     presence,  storage,  use, or disposal of Hazardous Materials in, on, under,
     or about the Leased Premises, the Property, Building or Improvements or any
     adjacent  property caused by the acts,  omissions,  or negligence of Tenant
     and/or Tenant's Agents.  Tenant's  obligations  hereunder shall survive the
     termination of this Lease.

(c)  Landlord's  Obligations;  Indemnification.  Neither Landlord nor Landlord's
     employees,   business  invitees,  agents,  contractors,  or  subcontractors
     (collectively  "Landlord's  Agents") shall bring upon, keep, store, use, or
     dispose  of any  Hazardous  Materials  in, on,  under,  or about the Leased
     Premises,  the Property,  Building or Improvements or any adjacent property
     except in complete  compliance with all Environmental  Laws. Landlord shall
     indemnify,  defend,  protect,  and hold Tenant and Tenant's Agents harmless
     from  and  against  any  and  all  claims,  costs,  fines,  judgments,  and
     liabilities,  including  attorney  fees  and  costs,  arising  out of or in
     connection with the presence of Hazardous Materials in, on, under, or about
     the Leased Premises, the Property, Building or Improvements or any adjacent
     property upon the date this Lease commences or introduced in, on, under, or
     about the Leased  Premises,  the Property,  Building or Improvements or any
     adjacent property subsequent to commencement of this Lease due to the acts,
     omissions,  or  negligence  of Landlord or  Landlord's  Agents.  Landlord's
     obligations hereunder shall survive the termination of this Lease.

14. Damage to Leased  Premises.  In the event the Leased Premises are damaged by
fire,  the  elements,  act of God,  or other  cause to such extent that they are
rendered untenantable by Tenant, and in the event Landlord elects not to rebuild
the Leased  Premises as they existed prior to the damage or in some other manner
satisfactory to Tenant,  then Landlord,  within thirty (30) days of the date the
damage occurred, shall notify Tenant in writing of such election, and this Lease
shall be canceled as of the date the damage  occurred,  and  Landlord and Tenant
shall  have no further  obligations  by reason of its  provisions.  In the event
Landlord  elects to rebuild  the Leased  Premises as they  existed  prior to the
damage or in some other  manner  satisfactory  to Tenant,  then  Landlord  shall
commence such rebuilding  within thirty (30) days of the date of such damage and
shall  continue  and complete  such  rebuilding  as promptly as  possible.  Upon
completion  of such  rebuilding,  this Lease shall be  reinstated  in all of its
terms; provided, however, the rent shall abate in full during the period of such
rebuilding.

In the event the Leased  Premises  are not  damaged to such extent that they are
rendered  wholly  untenantable  by Tenant,  then Tenant shall continue to occupy
that portion of the Leased Premises which are  tenantable,  the rent shall abate
proportionately  to the portion  occupied,  and Landlord shall promptly commence
and complete repairs to the portion damaged.

In no event and under no  circumstances  shall  Landlord be liable to Tenant for
any loss  occasioned  by  damage  to the  Leased  Premises,  other  than for the
abatement  of rent as provided  in this  Paragraph  14,  except to the extent of
property  damage  resulting  from the  negligence  of  Landlord,  its  agents or
employees which is not otherwise covered by insurance  required to be carried by
Tenant under this Lease. Under no circumstances  shall there be any abatement of
rent under this  Paragraph 14 if the damage to the Leased  Premises is caused by
the acts or negligence of Tenant, its agents, employees or invitees.

15. Eminent Domain.  In the event that the whole of the Leased Premises shall be
taken or condemned for any public or quasipublic use or purpose by any competent
authority in appropriation  proceedings or by any right of eminent domain,  then
this Lease  shall  terminate  as of the date title vests in the  condemnor,  all
rents and other  payments shall be paid up to that date, and Landlord and Tenant
shall have no further obligations by reason of the provisions of this Lease.

In the event  that less than the  whole of the  Leased  Premises  is so taken or
condemned,  then  Landlord  shall  have the right to  terminate  this Lease upon
written notice to Tenant given at least thirty (30) days prior to the date title
vests in the  condemnor,  and this Lease  shall  terminate  as of the date title
vests in the  condemnor,  all rents and other payments shall be paid up to date,
and  Landlord  and Tenant  shall have no  further  obligations  by reason of the
provisions  of this  Lease.  In the  event  that  Landlord  does not elect to so
terminate this Lease,  Landlord,  to the extent of the condemnation award, shall
repair and restore the  portion not  affected by the taking so as to  constitute
the remaining premises a complete architectural unit. Thereafter, the rent to be
paid by Tenant shall be adjusted proportionately according to the ratio that the
floor area  remaining in the Leased  Premises  bears to the former floor area in
the Leased  Premises,  and all of the other terms of this Lease shall  remain in
full force and effect.

Tenant shall have no interest in any award  resulting from any  condemnation  or
eminent  domain or similar  proceedings  whether such award be for diminution in
value to the leasehold or to the fee of the Leased Premises,  except that Tenant
shall be entitled to claim,  prove and receive in such proceedings such award as
may be allowed  it for loss of  business,  relocation,  and for  Tenant's  trade
fixtures and personal  property  which are removable by Tenant at the end of the
term of this  Lease,  provided  such award shall be in addition to the award for
land, buildings and other improvements.

16. Parking and Common Areas.  Tenant shall have the right to use the driveways,
walkways  and  parking  areas  located  adjacent to the  Building  (collectively
"Common  Areas")  in common  with  other  occupants  of the  Building.  Landlord
reserves the right in its  absolute  discretion  to modify,  change or alter any
Common Area  provided such change or alteration  does not  materially  alter the
amount of available parking space or the accessibility of the Leased Premises.

17. Defaults of Tenant.  The following  occurrences  shall be deemed defaults by
Tenant:

(a)  Tenant shall fail to pay when due any rent or other sum payable  under this
     Lease and such failure  continues  for five (5) days after  written  notice
     from Landlord.

(b)  Tenant shall  abandon or vacate the Leased  Premises  before the end of the
     term or before the end of any renewal  term of this Lease;  or Tenant shall
     make a general  assignment for the benefit of creditors or become  bankrupt
     or  insolvent,  or file or have filed against it in any court a petition in
     bankruptcy or insolvency or for  reorganization or for the appointment of a
     receiver or trustee.

(c)  Tenant  shall be in breach of any other  obligation  under this Lease,  and
     such breach shall  continue for thirty (30) days after written  notice from
     Landlord.

18. Remedies of Landlord. In the event of default by Tenant, Landlord shall have
the  following  rights and remedies in addition to all other rights and remedies
otherwise available to Landlord:

(a)  Landlord shall be entitled to immediately accelerate upon written notice to
     Tenant the full balance of the rent payable for the  remainder of the term,
     or renewal term,  of this Lease;  provided,  however,  such amount shall be
     reduced to present  value as of the date of payment  based on interest rate
     of seven percent (7%) per annum.

(b)  Landlord  shall have the right to terminate  this Lease upon written notice
     to Tenant without  prejudice to any claim for rents or other sums due or to
     become due under this Lease.

(c)  Landlord  shall have the  immediate  right of  re-entry  and may remove all
     persons and property from the Leased Premises. Such property may be removed
     and stored at the cost of Tenant.  Should  Landlord  elect to  re-enter  as
     herein  provided,  or should  Landlord  take  possession  pursuant to legal
     proceedings,  Landlord  may either  terminate  this Lease or,  from time to
     time, without terminating this Lease, relet the Leased Premises or any part
     thereof for such term or terms  (which may be for a term  extending  beyond
     the term of this  Lease) and at such  rental or rentals and upon such other
     terms and conditions as Landlord,  in the exercise of its sole  discretion,
     deems  advisable,  with the right to make  alterations  and  repairs to the
     Leased Premises. Upon each such reletting,  (i) Tenant shall be immediately
     liable to pay to Landlord,  in addition to any indebtedness other than rent
     due  hereunder,  the cost and  expense  of such  reletting  and of any such
     alterations and repairs  incurred by Landlord,  and the amount,  if any, by
     which the rent  reserved in this Lease for the period of the  reletting  as
     accelerated  under  Subparagraph (a) of this Paragraph,  exceeds the amount
     agreed to be paid for rent for the Leased Premises by the reletting Tenant;
     or (ii) at the option of  Landlord,  rents  received by Landlord  from such
     reletting shall be applied first, to the payment of any indebtedness  other
     than rent due hereunder from Tenant to Landlord;  second, to the payment of
     any  costs and  expenses  of such  reletting  and of such  alterations  and
     repairs;  third, to the payment of rent unpaid hereunder;  and the residue,
     if any,  held by Landlord  and  applied in payment of future  unaccelerated
     rent as the same may become due and payable hereunder.

(d)  Landlord may  immediately  sue to recover from Tenant all damages  Landlord
     may incur by reason of Tenant's  default,  including the cost of recovering
     the Leased  Premises,  and  including the rent reserved and charged in this
     Lease  for  the  remainder  of  the  stated  term  as   accelerated   under
     Subparagraph  (a) of this Paragraph,  all of which shall be immediately due
     and  payable  along  with  attorneys'  fees  and  Landlord  shall  have  no
     obligation to relet.

19. Late Charge and Interest for Past Due  Payments.  All  installments  of rent
payable to Landlord under this Lease if not paid within five (5) days after they
become due shall be subject to a late charge  equal to five  percent (5%) of the
installment  amount.  In  addition,  any payment  rent or other  amount due from
Tenant to  Landlord  which is not made  when due under  this  Lease  shall  bear
interest  at the  rate of  eleven  percent  (11%)  per  annum  from  the date of
nonpayment to the date of payment.

20. Legal Expenses. In case suit shall be brought by either party to enforce the
provisions of this Lease,  the prevailing party in such action shall be entitled
to recover all expenses so incurred, including reasonable attorneys' fees.

21. Right of Access. Tenant agrees to permit Landlord, and Landlord's agents, to
inspect or examine the Leased  Premises at any  reasonable  time in a reasonable
manner, at any time for any emergency reason and to permit Landlord to make such
repairs,  decorations,  alterations,  improvements  or  additions  in the Leased
Premises,  as Landlord  may deem  desirable  or  necessary  or which  Tenant has
covenanted  in this  Lease to do but has  failed to do,  without  the same being
construed  as an eviction of Tenant,  in whole or in part,  by reason of loss or
interruption  of the business of Tenant because of the prosecution of such work,
and the rent due under this Lease shall in no way abate while such  decorations,
repairs,  alterations,  improvements  or additions are being made.  Tenant shall
have the right to accompany  Landlord on any such inspections and  examinations,
which shall be scheduled to suit the reasonable convenience of both parties.

Landlord  shall  have the  right  to  enter  upon  the  Leased  Premises  at any
reasonable  time  during the term,  or any renewal  term,  of this Lease for the
purpose of exhibiting the leased  premise to prospective  tenants or purchasers,
provided  advance notice is given to Tenant,  and provided such  exhibitions are
scheduled  to suit the  reasonable  convenience  of both  parties.  For a period
commencing  six (6)  months  prior  to the  termination  of this  Lease  and any
renewals,  Landlord  may also  place  signs in, or upon the Leased  Premises  to
indicate that the same are for rent, which signs shall not be altered,  removed,
obliterated or hidden by Tenant.  Signs  indicating the Leased  Premises are for
sale may be placed on the Leased Premises at any time.

Notwithstanding  the foregoing,  the parties acknowledge and agree that, because
of the nature of Tenant's business,  Landlord shall not have a key to the Leased
Premises and that Landlord shall in all cases, other than emergency  situations,
provide  Tenant  with  reasonable  prior  notice of any  exercise by Landlord of
Landlord's access rights under this Paragraph.

22.  Surrender  of Leased  Premises.  Tenant  covenants  and agrees to surrender
possession of the Leased Premises to Landlord upon the expiration of the term of
this  Lease  or any  renewals  or  extensions  of this  Lease,  or upon  earlier
termination of this Lease,  in as good condition and repair as the same shall be
at the  commencement of the term of this Lease, or as the same may have been put
by Landlord and Tenant during the continuance of this Lease and any renewals, or
extensions,  ordinary wear and tear excepted.  In addition,  Tenant shall remove
all of its property from the Leased  Premises and shall repair any damage to the
Leased Premises caused by such removal.

Any personal  property of Tenant or of anyone  claiming under Tenant which shall
remain on the Leased  Premises after the expiration or termination of this Lease
shall be deemed to have been  abandoned by Tenant,  and either may be removed by
Landlord as its  property  or may be disposed of in such manner as Landlord  may
see fit, and Landlord shall not be in any way responsible for such property.

23.  Holding Over. In the event Tenant shall  continue to occupy all or any part
of the Leased  Premises after the expiration of the term, or any renewal term of
this Lease with the consent of  Landlord,  such  holding over shall be deemed to
constitute a tenancy from month to month,  upon the same terms and conditions as
are  contained  in this Lease,  except as to term;  provided,  however,  if such
holding over is without Landlord's written consent, Tenant shall pay to Landlord
as rent for each month, or part of a month, that Tenant remains in possession of
the Leased  Premises,  one and one-half  times the monthly rental rate in effect
immediately prior to the date of termination.

24.  Subordination.  This Lease is and shall be subject and  subordinate  to any
mortgage or  mortgages  now in force,  or which shall at any time be placed upon
the Leased  Premises or the Building or any part thereof,  and to each and every
advance  made  pursuant to any such  mortgage.  Tenant  agrees that it will upon
demand  execute  and  deliver  such  instruments  as  shall be  required  by any
mortgagee  or  proposed  mortgagee,  to  confirm  or to effect  more  fully such
subordination of this Lease to the lien of any such mortgage or mortgages,  and,
in the event of the failure of Tenant to execute or deliver any such instrument,
Tenant  hereby   irrevocably   nominates  and  appoints   Landlord  as  Tenant's
attorney-in-fact for the purpose of executing and delivering any such instrument
or instruments  of  subordination.  Tenant's  refusal to execute or deliver such
instrument  shall also entitle  Landlord,  its successors and assigns,  to elect
that this Lease terminate upon the giving of a written notice as provided for in
Paragraph 17(c).

25. Attornment.  In the event any proceedings are brought for the foreclosure of
any mortgage covering the Leased Premises,  or in the event of the conveyance by
deed in lieu of  foreclosure,  or in the event of  exercise of the power of sale
under any such  mortgage,  or in the event of the sale or transfer of the Leased
Premises by Landlord,  Tenant hereby  attorns to the new owner and covenants and
agrees to execute an instrument in writing  reasonably  satisfactory  to the new
owner whereby Tenant  attorns to such successor in interest and recognizes  such
successor as Landlord under this Lease.

26. Sale or Transfer by Landlord.  If Landlord shall sell or transfer the Leased
Premises, Landlord shall be automatically and entirely released of all covenants
and  obligations  under this Lease from and after the date of such conveyance or
transfer,  provided  the  purchaser on such sale has assumed and agreed to carry
out all covenants and obligations of Landlord under this Lease.

27. Quiet  Enjoyment.  On paying the rent and on performing all of the covenants
and  agreements on its part to be performed  under the provisions of this Lease,
Tenant shall peacefully and quietly have, hold and enjoy the Leased Premises for
the term, and for any renewal term, of this Lease without  hindrance by Landlord
or anyone claiming by or through Landlord.

28. Benefit and Obligation.  The benefits of this Lease shall accrue to, and the
burdens  of  this  Lease  shall  be the  liabilities  of,  the  heirs,  personal
representatives, successors and assigns of Landlord and Tenant.

29.  Notices.  All notices  required  under any provision of this Lease shall be
deemed to be properly  served if  delivered  in writing  personally,  or sent by
registered  or certified  mail to each party at their address as stated above or
at such other address as each party shall designate in writing  delivered to the
other party. All mailed notices shall be effective upon mailing.

30. Waiver.  The failure of either party to enforce any covenant or condition of
this Lease shall not be deemed a waiver  thereof or of the right of either party
to enforce each and every covenant and condition of this Lease, and no provision
of this  Lease  shall be deemed to have been  waived  unless  such  waiver is in
writing.  One or more waivers of any covenant or condition by Landlord or Tenant
shall not be construed as a waiver of a subsequent  breach of the same  covenant
or condition  nor shall the  acceptance  of rent or other payment by Landlord at
any time when Tenant is in default under any term, covenant or condition of this
Lease  constitute a waiver of such  default,  nor shall any waiver or indulgence
granted by either party be taken as an estoppel  against the party  granting the
indulgence or waiver.

31. Unenforceability.  In the event any covenant,  term, provision,  obligation,
agreement or condition of this Lease is held to be unenforceable, it is mutually
agreed  and  understood,  by and  between  the  parties  hereto,  that the other
covenants,  terms,  provisions,  obligations,  agreements and conditions  herein
contained shall remain in full force and effect.

32. Captions.  All headings contained in this Lease are intended for convenience
only and are not to be deemed or taken as a summary of the  provisions  to which
they pertain or as a construction thereof.

33.  Governing  Law.  This Lease  shall be  governed by the laws of the State of
Michigan.

34.  Landlord  Improvements.  Prior to the  Commencement  Date,  Landlord  shall
complete the Landlord  Improvement as shown on attached  Exhibit D in accordance
with plans and specifications to be approved by Tenant, which approval shall not
be  unreasonably  withheld or delayed.  In the event  Tenant fails to approve of
such plans and specifications  within _________ (__) days after the date of this
Lease, Landlord shall have the right to terminate this Lease upon written notice
to Tenant.

35.  Additional  Covenants of Tenant.  Tenant shall not perform or permit any of
the  following  acts to be  performed  by Tenant or its  agents,  employees,  or
invitees without the written consent of the Landlord:

(a)  Occupy the Leased  Premises  in any other  manner or for any other  purpose
     than as set forth in this Lease.

(b)  Use or operate any machinery  that, in Landlord's  reasonable  opinion,  is
     harmful to the  Building or  disturbing  to tenants  occupying  other parts
     thereof.

(c)  Use or allow to be used on the Leased  Premises  any  article or  substance
     having an  offensive  odor,  such as, but not  limited  to ether,  naphtha,
     phosphorus,  benzyl, gasoline,  benzene,  petroleum or any product thereof,
     crude  or  refined  earth  or  coal  oils,   flashlight  powder,  or  other
     explosives,  kerosene, camphene, burning fluid or any dangerous,  explosive
     or rapidly burning matter or material of any kind.

(d)      Use electricity in the Leased Premises in excess of the capacity of any
         of the electrical conductors and equipment in or otherwise serving the
         demised premises nor connect any additional fixtures, appliances or
         equipment other than lamps, typewriters, PC type desktop computers and
         similar small offices machines to the Building electric distribution
         system or make any alteration of addition to the electric system of the
         Leased Premises.

36. Signs.  Landlord shall have no obligation to provide any signs for Tenant or
the Leased  Premises.  All signs  placed on the Leased  Premises by Tenant shall
conform to the same  style,  type,  size and quality of other signs in or on the
Building and shall be subject to the approval of Landlord,  which approval shall
not be unreasonably withheld. All signs approved by Landlord shall be erected at
Tenant's sole cost and expense,  and in  compliance  with all  applicable  laws,
ordinances,  codes and regulations. In addition, all such signs shall be removed
by Tenant  upon the  termination  of this  Lease  and all  damages  repaired  at
Tenant's cost and expense.

37.  Security  Deposit.  As  security  for the payment  and  performance  of its
obligations  under this Lease,  Tenant has  deposited  with  Landlord the sum of
$2,980.00  (the  "Deposit").  The  Deposit  shall be held by  Landlord,  and, at
Landlord's  discretion,  applied to the payment of any amount due Landlord  from
Tenant  which  comes  due under  the  terms of this  Lease.  Any such use of the
Deposit by Landlord shall not serve to cure or waive Tenant's default,  and such
default  shall not be deemed cured until the full amount of the Deposit has been
restored to Landlord by Tenant.  Any unexpended  portion of the Deposit shall be
paid over to Tenant within thirty (30) days after the  expiration or termination
of this Lease and the performance by Tenant of all of its obligations under this
Lease.

38.  Entire  Agreement;  Amendment.  This  Lease  contains  all of the terms and
conditions of the agreement of the parties concerning the Leased Premises.  This
Lease may be amended  only by a written  agreement  signed by both  Landlord and
Tenant.

39. Successors and Assigns. Upon written notice,  Landlord and Tenant shall each
be entitled to assign,  sublease or otherwise  transfer all or any part of their
interest in this Agreement, the Property, the Parcel and the Easements from time
to time,  without the other party's consent.  This Agreement shall insure to the
benefit of and be binding upon the heirs, successors and assigns of the parties.
In the event Tenant shall assign this Agreement and shall at any time thereafter
be a tenant or  subtenant  ("Subtenant")  on the Parcel,  whether in relation to
Tenant's  assignee or any successor  thereto,  Landlord,  and any  successors in
interest to  Landlord,  agree they shall  continue to be bound to Tenant as such
Subtenant with respect to any  provisions of this Agreement  intended to benefit
Tenant's  operations of its Tower  Facilities  and the  provisions of Section 41
hereof shall  continue to apply with  respect to Tenant even as such  Subtenant,
and Landlord and any such  successor  shall  provide such written  documents and
assurances thereof as Subtenant or its Lenders shall required from time to time.
Location of Tower shall be approved by Landlord  and Tower shall be  constructed
within the guidelines of the local ordinances. Approval of location shall not be
unreasonably withheld.

40. Waiver of Landlord's  Lien.

(a)  Landlord  waives any lien rights it may have  concerning the Tenant's Tower
     Facilities  which are deemed Tenant's  personal  property and not fixtures,
     and  Tenant has the right to remove  the same by giving  Landlord  ten (10)
     days  written  notice  of its  intent  to  remove  any  part  of its  Tower
     Facilities so Landlord may properly  coordinate  the removal of the Towers.
     Tenant  shall  bring the Tower  area back to its  original  condition  with
     reasonable wear and tear accepted.

(b)  landlord acknowledges that Tenant has entered into a financing arrangements
     including  promissory  notes and financial and security  agreements for the
     financing of the Tenant's Tower Facilities (the  "Collateral)  with a third
     party  financing  entity  (and  may in the  future  enter  into  additional
     financing  arrangements  with  other  financing  entities).  In  connection
     therewith,  Landlord (i) consents to the  installation  of the  Collateral;
     (ii)  disclaims any interest in the  collateral,  as fixtures or otherwise;
     and  (iii)  agrees  that the  Collateral  shall be exempt  from  execution,
     foreclosures,  sale, levy,  attachment,  or distress for any Rent due or to
     become due and such Collateral may be removed at any time without  recourse
     to legal proceedings.

(c)  Landlord  acknowledges  and agrees  that,  notwithstanding  anything to the
     contrary contained in this Lease:

     Tenant  shall be permitted to pledge,  mortgage,  hypothecate  or otherwise
     grant a lien, security interest or collateral  assignment (whether pursuant
     to a security agreement, deed or trust, collateral assignment,  mortgage or
     other  instrument)  (a "Lien") in and to all right,  title and  interest of
     Tenant in and to this Lease,  including,  without limitation,  the right to
     occupy the Parcel  pursuant to the terms  hereof,  to Nortel  Networks Inc.
     (individually  and/or as administrative agent for itself and other lenders)
     and its  successors and assigns or any  refinancing  or replacement  lender
     (hereinafter  collectively  called  "Lenders".) in connection  with certain
     debt  financing to Tenant or to any of its  affiliates as security for such
     debt financing.

     Lender shall be  permitted  to  foreclose  upon any such Lien (or accept an
     assignment in lieu of foreclosure) and transfer and assign all right, title
     and interest of Tenant in and to this Lease  pursuant to or  subsequent  to
     such  foreclosure  and, in the event of any such  foreclosure,  transfer of
     assignment,  and  provided  Lender or its  successor-in-interest  expressly
     assumes in writing and agrees to perform each of Tenant's covenants, duties
     and obligations which will arise and accrue from and after the date of such
     foreclosure, transfer or assignment, Landlord agrees that it will recognize
     Lender or its  successor-in-interest as the successor-in-interest to Tenant
     under this Lease as if Lender or its  successor-in-interest (as applicable)
     where Tenant under this Lease.

     Within ten (10)  business days after  written  request by Tenant,  Landlord
     will  execute  and deliver in favor of Lender an  estoppel  certificate  or
     other instrument in form reasonable  acceptable to Landlord and such Lender
     pursuant to which  Landlord  will (i) confirm the  existence,  validity and
     binding  effect of this Lease,  (ii) confirm that Landlord is the owner and
     holder of this Lease,  (iii) confirm that,  to Landlord's  current,  actual
     knowledge,  no monetary default and no other default has occurred under the
     terms of this Lease (or specifying any defaults which have occurred,  which
     are continuing and of which Landlord is currently,  actually  aware),  (iv)
     agree to provide Lender a copy of any notice of default delivered to Tenant
     hereunder,  and (v) agree that, prior to any termination of this Lease as a
     result of a default of Tenant  hereunder,  Landlord  will  provide  written
     notice of such  default to Lender at its  principal  office in  Richardson,
     Texas to the  attention  of Charles M. Helm and afford  Lender a period not
     less than 30 days within which to cure such default.

     Landlord hereby agrees that all property of Tenant now or hereafter located
     on  the  Parcel   shall  be  and  remain   personal   property   of  Tenant
     notwithstanding  the manner in which such  property  shall be  attached  of
     affixed to the Parcel. Landlord hereby further agrees that, notwithstanding
     the order of perfection or priority of any security  interest or lien under
     applicable  law, any security  interest or lien for rent or similar charges
     or other  indebtedness,  liabilities or obligations owing to Landlord under
     or in  connection  with the Lease,  whether  arising by operation of law or
     otherwise,  whether now existing or hereafter  arising,  and each and every
     right  which  Landlord  now has or  hereafter  may have,  either to levy or
     distrain  upon any  property of Tenant or any interest  therein  ("Lender's
     Collateral")  or to claim or assert title to Lender's  Collateral,  or make
     any other claim against Lender's Collateral, whether under the Lease or the
     laws of the  State in which the  Parcel  are  located  or under any deed of
     trust, mortgage or other lien document now in effect whether by reason of a
     default under the Lease or otherwise, expressly is hereby made and shall be
     subject and subordinate inevery respect to any security interest or lien or
     other right, title or interest of Lender in Lender's Collateral,  no matter
     when acquired,  and shall further be subject and subordinated to all of the
     terms,  provisions and conditions of any loan or security document in favor
     of Lender.  Lender and its agents and legal  representatives,  without  any
     liability or accountability  whatsoever to Landlord (except for damages, if
     any, to the Parcel caused thereby and the obligation to pay rental, both as
     provided  hereinbelow),  (a) may remove any or all of  Lender's  Collateral
     located at the Parcel  from the Parcel  (i)  whenever  Lender,  in its sole
     discretion, believes such removal is necessary to protect Lender's interest
     in  Lender's  Collateral  or (ii)  whenever  Lender  shall  seek to sell or
     foreclose upon Lender's Collateral; and (b) shall have access to the parcel
     and Lender's  Collateral at all times.  Landlord grants to Lender a license
     access to the Parcel and Lender's Collateral at all times.

     Landlord  grants to Lender a license to enter onto the Parcel and  consents
     and agrees that Lender and/or its representatives or agents may at any time
     enter onto the Parcel to inspect Lender's Collateral, to take possession of
     Lender's  Collateral and to remove any or all of Lender's  Collateral  from
     the parcel or exhibit for sale and/or conduct one or more sales of Lender's
     Collateral  on the  Parcel,  and  Landlord  will not in any manner  hinder,
     interfere  or prevent  any of the  foregoing.  Lender  agrees to repair any
     damage caused by Lender or its agents or representatives as a direct result
     of any such removal of Lender's Collateral from the parcel by Lender or its
     agents or  representatives.  During any  possession  and  occupancy  of the
     Parcel by Lender,  Lender's  obligation to Landlord  shall include only the
     obligation to pay the rental that accrues  during such period of possession
     and  occupancy  if and to the extent that Tenant has not paid such  rental.
     Lender  shall have no  obligation  to cure any defaults of Tenant under the
     Lease.  If at any  time,  from  time to  time,  Landlord  ever  comes  into
     possession or control of any proceeds of any of Lender's  Collateral.  Such
     proceeds shall be held by Landlord for the benefit of Lender, to the extent
     of its interest therein, and the same shall forthwith be paid and delivered
     to Lender.

     (1)  All terms and  provision of clause (1),  (2),  (3), and (4)  preceding
          shall endure to the benefit of Lender. Landlord shall, upon request by
          Tenant,  deliver  to  Lender a  subordination  agreement  executed  by
          Landlord consistent with clause (4) and otherwise in a form reasonably
          acceptable  to Lender  pursuant  to which  Landlord  subordinates  any
          security interest or lien held by Landlord in any personal property of
          Tenant  located on the Parcel to any  security  interest  or lien then
          held by Lender.

     (2)  In the even any other  provision  of this lease  shall be in  conflict
          with the  provisions of the Section 40, the  provisions of the Section
          shall control.


<PAGE>


     IN WITNESS OF WHICH,  Landlord and Tenant have executed this Lease at Grand
Rapids, Michigan.

WITNESSES:

                                          BARDEN ASSOCIATES I, L.L.C.,

                                          By:
------------------------------------      --------------------------------------
Its Member

                            LANDLORD


WITNESSES:

                                          ILLINOIS PCS, LLC,

                                          By:
------------------------------------      --------------------------------------
Its Member

                             TENANT



<PAGE>


                                    EXHIBIT A

                               Building Floor Plan


<PAGE>


                                    EXHIBIT B


                             Leased Premises Diagram


<PAGE>


                                    ADDENDUM


     This  addendum  to  be  an  integral  part  of  the  lease  between  BARDEN
ASSOCIATES,  L.L.C., of 4380 Brockton Drive, Grand Rapids, Michigan (Lessor) and
ILLINOIS PCS, LLC (Lessee).

     Lessor agrees to Lease 4717 Broadmoor Ave., Suite H to Tenant as of May 15,
2000,  on a ten (10) year basis,  subject to Lessor being able to construct  the
switch site per Tenant's specification. If Lessor is unable to construct, Tenant
shall have the option to terminate May 15, 2001.  All other terms and conditions
to remain the same of lease dated May 5, 2000.


Dated:                                       BARDEN ASSOCIATES I, L.L.C.
      -----------------------------
                           (Lessor)

                                             By:
                                                --------------------------------


                                             ILLINOIS PCS, LLC
                           (Tenant)

                                             By:
                                                --------------------------------


<PAGE>




                                LEASE ADDENDUM #3


     This  addendum is to be an integral part of the lease dated May 5, 2000 and
Addendum  dated  August 30, 2000  between  Barden  Associates,  L.L.C.,  of 4380
Brockton Dr., SE, Suite 1, Grand Rapids,  MI 49512  (Landlord) and Illinois PCS,
L.L.C., of 373 Prarie Knoll Drive, Naperville, IL 60565 (Tenant).

     1.   Landlord  agrees to lease 4717  Broadmoor  SE, Suite G for  additional
          rent of  $5,506.25  per month  beginning  approximately  May 1,  2001.
          Tenant agrees to return the space to the original  condition if Tenant
          vacates,  which  includes  the offices  square  footage  per  attached
          exhibit.

     2.   The lease with Ritsba  Land  Development  Company,  LLC dated April 5,
          2000  for  4513  Broadmoor,  SE  (existing  engineering  group)  shall
          terminate  approximately  April 30, 2001 or upon  occupancy of Suite G
          above. The lease for 4505 Broadmoor,  SE (existing sales office) shall
          have the rent set at $3,100 per month beginning May 1, 2001.

     3.   The lease term for 4717 Broadmoor Ave., & 4505 Broadmoor  Ave.,  shall
          expire April 30, 2011.

     All other terms and conditions to remain the same as the lease dated May 5,
2000, April 5, 2000, and signed addendum's.


Dated:  April 8, 2001


WITNESSES                                     BARDEN ASSOCIATES I, L.L.C.
                         LANDLORD

                                              By:
---------------------------------                -------------------------------


                                              ILLINOIS PCS, L.L.C.
                          TENANT

                                              By:
---------------------------------                -------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>12
<FILENAME>dex1026.txt
<DESCRIPTION>SEPARATION AGREEMENT AND RELEASE
<TEXT>
<PAGE>
Exhibit 10.26
                        SEPARATION AGREEMENT AND RELEASE


     This   Separation   Agreement  and  Release   ("Agreement")   dated  as  of
December 13,  2002,  is between  AIRGATE PCS,  INC.,  a Delaware  corporation
(which,  with  its  affiliates,  is  herein  called  "the  Company"),  and  ALAN
CATHERALL, an individual resident of Fulton County, Georgia (the "Executive").

     WHEREAS,  Executive  has been  employed by the  Company as Chief  Financial
Officer; and

     WHEREAS,  the  parties  desire  to  memorialize  the  terms of  Executive's
separation from employment with the Company.

     NOW,  THEREFORE,  in consideration of the promises set forth below, and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1. Termination of Employment.

          (a)  Effective  as  of  October  31,  2002  (the  "Separation  Date"),
     Executive will cease to be an employee of the Company.  Further,  effective
     as of October  21,  2002,  the  Executive  hereby  resigns  as an  officer,
     fiduciary  or  member  of the  board of  directors  of the  Company  or its
     subsidiaries or any plan or trust sponsored by the Company.

          (b)  Notwithstanding  the  foregoing,  for  purposes  of  the  AirGate
     Incentive Stock Option Plan (the "Plan"), Executive's "Continuous Status as
     an Employee" (as defined in the Plan) shall terminate on October 31, 2005.

     2. Severance  Benefits.  The Company shall provide  Executive the following
severance benefits:


          (a) Severance  Payment.  The Company shall pay Executive Three Hundred
     Thousand and No/100 Dollars ($300,000.00), less all applicable local, state
     and  federal  taxes and  withholdings,  to be paid in  biweekly  amounts of
     Eleven   Thousand   Five   Hundred    Thirty-Eight   and   46/100   Dollars
     ($11,538.46)commencing  on the first  regular pay date of the Company after
     the Separation  Date and  continuing for six (6) months,  and at the end of
     such  six-month  period,  the  remainder  shall  be  payable  in a lump sum
     payment. These payments shall be in lieu of any other severance payments to
     which Executive may be entitled.

          (b) Bonus for FY2002.  The Company shall pay to Executive a bonus with
     respect to fiscal year 2002 in the same  percentage of base salary equal to
     the average  percentage  of base salary paid to all senior  management  who
     report  directly to the Chief  Executive  Officer as bonus with  respect to
     fiscal year 2002.  Said bonus shall be paid to Executive in full within two
     (2) weeks  following  the approval of bonuses for senior  management by the
     Company's Board of Directors.

          (c) Welfare and Other Benefits. Unless otherwise specified below, upon
     the Separation Date,  Executive shall cease to participate in the Company's
     employee  benefit  plans,  pursuant to the terms and conditions of the plan
     documents.

               (i) Group Health  Insurance  Plans. As of the Separation Date, as
          required by law,  the Company  shall offer  Executive  and his covered
          dependents  continuation  of their coverage under the Company's  group
          health plans for a period of up to eighteen (18) months  following the
          Separation Date. If Executive and/or his covered dependents elect such
          continuation  coverage, the Company agrees to pay the COBRA premium on
          the Executive's behalf for twelve (12) months following the Separation
          Date; provided,  however,  that if Executive obtains comparable health
          benefits from another source during such twelve (12) month period, the
          Company shall cease payment of COBRA premiums on  Executive's  behalf.
          At the  end of the  initial  12-month  period  of  COBRA  continuation
          coverage,  the Executive  shall be responsible  for the entire premium
          under  the  Company's  normal  COBRA  rates  and  procedures  for  the
          remaining six (6) months of the COBRA period.

               (ii) Stock  Options.  As of the Separation  Date,  Executive held
          stock options under the Option  Agreement to acquire shares of AirGate
          PCS,  Inc.'s  common  stock  granted  on  July  28,  1999  (the  "1999
          Options").  The 1999 Options shall  continue to become  exercisable in
          accordance with its terms.  Notwithstanding  the provisions of Section
          1(b) of this Agreement, any unexercised incentive stock option held by
          the  Executive  on January 30, 2003 shall  automatically  convert to a
          nonqualified stock option as of that date.

               (iii) Vested Benefits.  Executive shall be entitled to any vested
          benefits he may have under the AirGate PCS 401(k)  Retirement  Plan as
          are  applicable to him on the Separation  Date.  Such benefits will be
          payable in  accordance  with and subject to the  applicable  terms and
          conditions of such plans or agreements.

               (iv)  Unused  Earned  Vacation.  By no later than three (3) weeks
          following the date of execution of this  Agreement,  the Company shall
          pay  Executive,  in a lump sum,  an amount  equal to his  accrued  but
          unused 2002 vacation entitlement.

               (v)  Club  Memberships.  As of the  Separation  Date,  any  club,
          association,  or organization dues or expenses  previously paid by the
          Company on behalf of Executive shall cease.

               (vi)  Outplacement  Services.  The Company  agrees to provide the
          Executive with certain career  transition  services for a period of up
          to 12 months through an outplacement  service provider selected by the
          Company.  The outplacement  services shall cease at the earlier of the
          end of the  12-month  period  or the date the  Executive  accepts  new
          employment.

               (vii) Other Benefits.  Executive may retain his laptop  computer,
          attachments and PCS phone after the Separation  Date;  provided,  that
          the  Executive  shall return the laptop to the Company for the removal
          of all licensed software and confidential  information within ten (10)
          days after the Separation Date.

          (d) Acknowledgement. The parties hereto acknowledge and agree that the
     payments  and  benefits  described  above may be taxable  income,  and each
     hereby covenants to comply with all federal and state income and employment
     tax  requirements,  including all reporting and  withholding  requirements,
     relating  thereto.  Executive  further  acknowledges  that the payments and
     benefits described above are in exchange for his signing this Agreement.

     3.  Cooperation.  Executive  agrees that he will cooperate with and provide
assistance to the Company in the future regarding: (i) transition of any ongoing
matters relating to the business of Company,  as may be reasonably  requested by
Company  from  time  to  time;  (ii)  any  litigation  or  criminal,   civil  or
administrative  proceeding,  whether  currently  pending or filed in the future,
arising out of or relating to matters about which  Executive has knowledge or in
which Executive may be identified or called as a witness by any party; and (iii)
such other services as Company may reasonably  request, as long as said services
to be rendered by Executive shall not materially  impede his ability to meet any
obligations  or duties he may have with his then  current  employer  or company.
Such  cooperation  and assistance  includes,  without  limitation,  meeting with
Company representatives or the Company's legal counsel (or both) upon reasonable
notice and at mutually  convenient  times and  places,  providing  complete  and
truthful  information  in response to any  inquiries  of the Company  and/or its
counsel,  full disclosure and production of all documents and things that may be
relevant to any such matters (regardless of an express inquiry by the Company or
its  counsel),  and  attendance as a witness at  depositions,  trials or similar
proceedings upon reasonable advance notice.

          (a) Until October 31, 2003,  Executive agrees to cooperate and perform
     these  services  without   additional   compensation,   other  than  actual
     out-of-pocket  costs  incurred in connection  with providing such services.
     Thereafter,  the  Company  agrees to pay the  Executive  an hourly  rate of
     compensation  commensurate  with his base salary with the Company as of the
     Separation  Date for any  services  performed by Executive on behalf of the
     Company  pursuant  to the  terms  of this  Agreement,  except  that no such
     payment shall be made with regard to services of the  Executive  reasonably
     requested  by the  Company  related to any  litigation  filed  prior to the
     Separation Date. In addition and notwithstanding the foregoing, the Company
     agrees  to  reimburse   Executive  for  all  reasonable  related  expenses,
     including,  but not limited to, transportation,  lodging,  meals, telephone
     expenses, etc., including the same related to any litigation filed prior to
     the Separation Date.

          (b) Executive  agrees that he will  immediately  notify Company of any
     formal or informal inquiry or request for information directed to Executive
     by any  third-party  that in any way relates to  Executive's  employment by
     Company or any aspect of Company's business operation.

          (c) Executive  acknowledges  and agrees that any and all complaints or
     concerns about the Company's  accounting,  internal  accounting controls or
     auditing  matters or other  financial or  strategic  matters of which he is
     aware have been  disclosed to the General  Counsel or the Vice President of
     Human  Resources as of the execution date of this  Agreement.  Executive is
     neither  aware of, nor  suspects,  any  violation  of any law,  regulation,
     statute,  or  ordinance  of any kind  resulting  from his own conduct as an
     employee  of the  Company  or  from  the  conduct  of  other  employees  or
     operations of the Company. Executive further represents and affirms that he
     has  reported  to the  General  Counsel  or the  Vice  President  of  Human
     Resources,  any and all  actual  complaints  communicated  to him by anyone
     regarding  any alleged  unlawful  actions or omissions  under the Company's
     policies or law, regulation, statute or ordinance.

          (d) Executive  further  represents and warrants that he will within 10
     days of any written  request  therefor,  provide to the  Company  complete,
     accurate, and truthful responses to all requests made by the Company to him
     for  information  relating  to pending or future  allegations  against  the
     Company  or its  directors,  officers  and  employees  arising  out of Lori
     McBride vs.  AirGate PCS,  Inc., et al and Wesley  Ruggles vs. AirGate PCS,
     Inc. et al, and any related actions. In this regard, Executive acknowledges
     his duty to provide only truthful  information and to fully disclose all of
     his knowledge of information responsive to the aforesaid requests,  even if
     he is  not  certain  as to its  accuracy  or  truth,  provided  that  he so
     qualifies the information.

          (e) Company will not oppose Executive's efforts to obtain unemployment
     compensation.

     4.  Restrictive  Covenants.  For and in  consideration  for the payment and
benefits  provided to Executive  under this Agreement,  Executive  agrees to the
terms of the following:

          (a)  Covenant  Not to Compete.  Executive  covenants  and agrees that,
     during the period  beginning on the Separation Date and ending one (1) year
     thereafter,  Executive will not, directly or indirectly  (whether as owner,
     partner,  consultant,   employee  or  otherwise)  engage  in  the  wireless
     telecommunications  business  ("Business") in a senior management  capacity
     anywhere  within  the  Service  Area,  as it is  defined  in the Sprint PCS
     Management Agreement between SprintCom, Inc. and AirGate Wireless,  L.L.C.,
     dated  July  22,  1998  and  the  Sprint  PCS  Management  Agreement  among
     WirelessCo,  L.P., Sprint Spectrum L.P., SprintCom,  Inc. and Illinois PCS,
     LLC, dated January 22, 1999 (the "Territory");  provided that employment by
     a provider of wireless telecommunications services shall not be a violation
     of this  Section  4(a) so long as 80% or more of the  licensed  POPs of the
     provider in the territory in which  Executive  works or has  responsibility
     are  outside  the  Territory.  This  paragraph  4(a)  supersedes  any other
     covenants  not to  compete  with the  Company to which  Executive  may be a
     party.

          (b)  Nondisclosure  and  Confidentiality.  Executive  acknowledges and
     agrees that during the term of his  employment,  he has had access to trade
     secrets and other  confidential  information  unique to the business of the
     Company and that the disclosure or  unauthorized  use of such trade secrets
     or  confidential  information  by  Executive  would  injure  the  Company's
     business. Therefore, Executive agrees that he will not, for a period of two
     (2) years  following the Separation  Date, use, reveal or divulge any trade
     secrets  or any  other  confidential  information  which,  while  not trade
     secrets  or  information  unique  to  the  Company's  business,  is  highly
     confidential  and  constitutes a valuable asset of the Company by reason of
     the material  investment of the Company's  time and money in the production
     of such  information.  Executive  agrees  that he will not use,  reveal  or
     divulge any general confidential or customer-related information. Executive
     acknowledges  that he may have additional  obligations  with respect to the
     Company's trade secrets  pursuant to the Georgia Trade Secrets Act or other
     applicable law.

          (c)  Nonsolicitation.  Due to Executive's  extensive  knowledge of the
     specifics  of the  Company's  business,  and  its  customers  and  clients,
     Executive  agrees that, in consideration of the payments and benefits he is
     receiving hereunder, for a period of two (2) years following the Separation
     Date, he will not, without the prior written consent of the Company, either
     directly or indirectly, on his own behalf or in the service or on behalf of
     others,  solicit or contact  any  Restricted  Customer  for the  purpose of
     offering any product or service similar to or competitive  with any product
     or service sold by the Company during Executive's employment.  For purposes
     of this  paragraph,  "Restricted  Customer" shall mean any person or entity
     who  transacted  business  with the Company  during the year  preceding the
     Separation  Date with whom  Executive has (i) had direct contact during his
     employment,  (ii) been a party to marketing or sales strategies with regard
     to, or (iii) been privy to  marketing  or sales  strategies  with regard to
     such persons or entities.

          Executive agrees that in  consideration  for the payments and benefits
     he is  receiving  hereunder,  for a period of two (2) years  following  the
     Separation  Date, he will not,  either  directly or indirectly,  on his own
     behalf or in the  service  or on behalf of others  solicit,  divert or hire
     away, or attempt to solicit, divert or hire away any person employed by the
     Company.

     5.  Confidentiality of Agreement.  Executive and the Company understand and
agree  that,  due to the  sensitive  nature  of this  matter,  the terms of this
Agreement  are to be kept  private and  confidential  and that the terms of this
Agreement shall not be disclosed, unless the party(ies) is (are) required by law
to do so.  While  not  limiting  the  generality  of the  foregoing,  disclosure
includes  any  statement,  written or oral,  to any person,  including,  but not
limited to, any current or former employees of the Company.  The parties to this
Agreement  acknowledge that there will be circumstances  under which some or all
of the terms of this Agreement will have to be made known to some individuals in
the regular course of conducting  business and personal affairs. In keeping with
that  understanding,  the Company agrees that Executive may discuss the terms of
this agreement with his attorneys,  accountants,  tax advisors and his immediate
family.  Executive  agrees to advise  such  individuals  of the  confidentiality
provisions of this Agreement and will advise anyone so named of the  requirement
to keep the terms of this Agreement confidential.  Should Executive disclose any
of the terms of this  Agreement  to persons  (whether  entities or  individuals)
other than those specified in this section, then such actions shall constitute a
breach on the part of Executive.

     6.  Nondisparagement.  Executive  agrees  that he shall not make any untrue
statement or criticism, written or oral, nor take any action which is adverse to
the  interests of the Company or that would cause the Company,  its  affiliates,
subsidiaries,   divisions  or  its  current  and  former  officers,   directors,
employees,  agents,  or shareholders  embarrassment  or humiliation or otherwise
cause or contribute to such persons being held in disrepute by the public or the
Company's clients, customers, or employees. From and after the date of execution
of this  Agreement,  Executive  shall  refrain  from  discussing  the  terms and
conditions of the termination of the  Executive's  employment with any employee,
agent, client or customer of the Company, and except as required by any court or
any applicable law or regulation,  the Company shall refrain from discussing the
terms and conditions of the termination of the  Executive's  employment with any
third party.  The Company agrees that it shall not make any untrue  statement or
criticism,  written  or oral,  nor  take any  action  which  is  adverse  to the
interests  of  Executive  or  that  would  cause  Executive   embarrassment   or
humiliation  or otherwise  cause or contribute to his being held in disrepute by
the public or the Company's  clients,  customers or employees.  The  obligations
under this Section shall survive the termination of this Agreement.

     7. Return of Company  Documents and Property.  Executive hereby  represents
and warrants that, as of the Separation Date, he has returned to the Company all
documents  (including  copies and computer  records thereof) of any nature which
relate  to  or  contain  information  concerning  Company,  its  customers,   or
employees,  and  any and all  property  of the  Company  which  has  been in his
possession,  including,  except as otherwise  herein  provided,  any  computers,
computer programs or limited use software licenses in his possession.  Executive
confirms  that all  confidential  information  is and shall remain the exclusive
property of the Company. All business records, papers and documents kept or made
by  Executive  relating to the  business of the Company  shall be and remain the
property of the  Company,  except for such papers  customarily  deemed to be the
personal  copies of Executive.  Information  in the public domain or information
that is commonly known by or available to the public through the Company's press
releases, public documents,  annual reports, SEC filings or other public filings
shall not be considered proprietary or confidential information.

     8. Remedies.  Executive  acknowledges  and agrees that his breach of any of
the covenants  contained in Sections 4, 5, 6 or 7 of this  Agreement  will cause
irreparable  injury to the Company and that  remedies  at law  available  to the
Company for any actual or threatened  breach by Executive of such covenants will
be inadequate and that the Company shall be entitled to specific  performance of
the covenants or injunctive  relief against  activities in violation of Sections
4, 5, 6 or 7 by temporary or permanent  injunction or other appropriate judicial
remedy,  writ or order,  without the necessity of proving actual  damages.  This
provision with respect to injunctive  relief shall not diminish the right of the
Company to claim and recover monetary  damages against  Executive for any breach
of this Agreement, in addition to injunctive relief. Moreover, in the event of a
breach by Executive of one or more of the covenants  contained in Sections 4, 5,
6 or 7, the  Company  shall  have no  obligation  to make any  further  payments
specified in Section 2(a), 2(b) and 2(c)(i) hereof.  The Company  stipulates and
agrees that in the event that it fails to timely and fully pay to Executive  all
amounts owed to Executive or fulfill and timely  discharge  all of the duties of
the Company pursuant to the terms of Section 2 hereinabove, then Executive shall
have no  further  remaining  obligations  or duties  whatsoever  to the  Company
pursuant to Sections 3 and 4 of this Agreement.  The Company further agrees that
in the event that a bankruptcy case is commenced by or against the Company under
the bankruptcy laws of the United States,  then the Company shall forthwith file
with the  bankruptcy  court a motion to  assume  this  Agreement,  and all costs
related  to such  motion  shall be borne  solely  by the  Company.  The  parties
acknowledge and agree that the covenants  contained herein shall be construed as
agreements  independent  of any other  provision  of this or any other  contract
between  the parties  hereto,  and that the  existence  of any claim or cause of
action by either party against the other,  whether  predicated  upon this or any
other  contract,  shall not  constitute a defense to the  enforcement  by either
party of said covenant.

     9.  Release Of All Claims And  Potential  Claims  Against  the  Company and
Covenant Not To Sue. In consideration of the payments made to him by the Company
and the promises  contained in this Agreement,  Executive,  on behalf of himself
and  his  agents,  heirs  and  assigns,  hereby  unconditionally   releases  and
discharges  the  Company,  and its past and  present  successors,  subsidiaries,
parent corporations,  members,  managers,  owners, partners,  lenders, advisors,
assigns,  affiliated  companies,   agents,  legal  representatives,   attorneys,
employees,  officers,  trustees and directors (the "Releasees") from all claims,
liabilities,  contracts,  contractual obligations,  attorneys' fees, demands and
causes of action,  whether known or unknown,  fixed or  contingent,  that he may
have or claim to have against the Company or any of the Releasees for any reason
as of the date of execution of this  Agreement,  and hereby agrees not to file a
lawsuit or other  legal  claim or charge to assert any claim  against any of the
Releasees  except as may be  required to enforce  this  Agreement  and  Release;
provided,  however,  that (i) nothing  contained in this  Agreement  and Release
shall in any way diminish or impair any rights to indemnification that may exist
from time to time under the  Indemnification  Agreement  dated May 14, 1999 (the
"Indemnification  Agreement") and under the Certificate of  Incorporation of the
Company and (ii) nothing  contained in this  Agreement  and Release shall in any
way diminish or impair  Executive's  ability to raise an affirmative  defense in
connection  with any  lawsuit  or other  legal  claim or  charge  instituted  or
asserted by the Company against Executive.  This release and covenant not to sue
includes,  but is not limited to, claims for  infliction of emotional  distress,
claims for defamation, claims for personal injury of any kind, claims for breach
of contract,  claims for harassment,  claims for attorneys' fees, claims arising
under federal,  state or local laws prohibiting  employment  discrimination  and
claims  growing  out of  any  legal  restrictions  on the  Company's  rights  to
terminate  its  employees  or to  take  any  other  employment  action,  whether
statutory,  contractual  or  arising  under  common  law or case law.  Executive
specifically  acknowledges  and agrees that he is releasing,  in addition to all
other  claims,  any and all  rights  under  federal  and state  employment  laws
including  without  limitation the Age  Discrimination in Employment Act of 1967
("ADEA"),  as amended,  29 U.S.C.ss.  621, et seq., the Civil Rights Act of 1964
("Title VII"),  as amended  (including  amendments made through the Civil Rights
Act of 1991), 42 U.S.C. ss. 2000e, et seq., 42 U.S.C.ss.  1981, as amended,  the
Americans With  Disabilities  Act ("ADA"),  as amended,  42 U.S.C. ss. 12101, et
seq., the  Rehabilitation  Act of 1973, as amended,  29 U.S.C.ss.  701, et seq.,
Employee  Retirement  Income  Security  Act of 1974  ("ERISA"),  as amended,  29
U.S.C.ss.  301, et seq., the Worker Adjustment and Retraining  Notification Act,
29 U.S.C.ss.  2101, et seq.,  the Family and Medical Leave Act of 1993 ("FMLA"),
as amended, 29 U.S.C.ss. 2601 et seq., the Fair Labor Standards Act ("FLSA"), as
amended, 29 U.S.C.ss. 201 et seq. the Employee Polygraph Protection Act of 1988,
29  U.S.C.ss.  2001,  et seq.,  all Georgia  Code  provisions  and the state and
federal  workers'  compensation  laws.  This  provision  specifically  shall not
release any claims arising under or by virtue of this Agreement.

     10. Indemnification of Executive. The Executive shall be indemnified by the
Company  as  provided   under  the  terms  and   conditions   of  that   certain
Indemnification   Agreement   dated  May  14,  1999,  and  the   Certificate  of
Incorporation of the Company.

     11. Acknowledgment. The Company hereby advises Executive to consult with an
attorney prior to executing this Agreement. Executive expressly acknowledges and
agrees that he has read this  Agreement and Release  carefully,  that he has had
ample time and  opportunity  to consult with an attorney or other advisor of his
choosing  concerning his execution of this Agreement,  that he fully understands
that this  Agreement  is final  and  binding,  that it  contains  a  release  of
potentially  valuable claims,  and that the only promises or  representations he
has relied upon in signing this  Agreement are those  specifically  contained in
this Agreement  itself.  Executive also acknowledges and agrees that he has been
offered at least  twenty-one (21) days to consider this Agreement before signing
and that he is signing this Agreement voluntarily,  after having the opportunity
to consult with his attorney, with the full intent of releasing the Company from
all claims.  Executive  further  acknowledges and agrees that he may revoke this
Agreement  within seven (7) days after signing it, by delivering  written notice
of revocation to the General Counsel of the Company. Accordingly, this Agreement
shall not become  effective  until the  expiration of the  seven-day  revocation
period.

     12. Assignment and Successors.

          (a) This  Agreement  is personal to Executive  and,  without the prior
     written  consent  of the  Company,  shall not be  assignable  by  Executive
     otherwise  than by  will or the  laws of  descent  and  distribution.  This
     Agreement  shall inure to the benefit of and be  enforceable by Executive's
     legal representatives.

          (b) This  Agreement  shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

     13. Miscellaneous.

          (a) No Admission of Wrongdoing.  This Agreement does not constitute an
     admission of wrongdoing or liability by either party.

          (b)  Waiver.  Failure  of  either  party  to  insist,  in one or  more
     instances,  on performance by the other in strict accordance with the terms
     and  conditions  of  this  Agreement  shall  not  be  deemed  a  waiver  or
     relinquishment  of any right  granted  in this  Agreement  or of the future
     performance of any such term or condition or of any other term or condition
     of this  Agreement,  unless such waiver is contained in a writing signed by
     the party making the waiver.

          (c) Severability.  If any provision or covenant,  or any part thereof,
     of this  Agreement  should be held by any court to be  invalid,  illegal or
     unenforceable,  either in whole or in part, such invalidity,  illegality or
     unenforceability shall not affect the validity,  legality or enforceability
     of the  remaining  provisions or  covenants,  or any part thereof,  of this
     Agreement, all of which shall remain in full force and effect.

          (d) Governing Law. Except to the extent  preempted by federal law, and
     without  regard to  conflict of laws  principles,  the laws of the State of
     Georgia  shall  govern this  Agreement in all  respects,  whether as to its
     validity,  construction,  capacity,  performance  or  otherwise.  Any legal
     action  regarding this Agreement or the provisions  hereof shall be brought
     in a  court  of  competent  jurisdiction  in or  including  Fulton  County,
     Georgia.

          (e) Entire  Agreement.  The parties  agree that this document is their
     entire  agreement  regarding   Executive's   employment,   separation  from
     employment and Executive's release of claims. This Agreement supersedes all
     other agreements between Executive and any Releasee, including the Company;
     provided,   however,   that  this   Agreement   does  not   supersede   the
     Indemnification Agreement.

          (f) Notices. All notices,  requests,  demands and other communications
     required or permitted  hereunder shall be in writing and shall be deemed to
     have been duly given if delivered personally or three days after mailing if
     mailed,  first class,  certified mail (return receipt  requested),  postage
     prepaid:

                  To Company:               AirGate PCS, Inc.
                                            Harris Tower
                                            233 Peachtree Street NE, Suite 1700
                                            Atlanta, Georgia 30303
                                            Attention: General Counsel

                  To Executive:             Mr. Alan Catherall
                                            2636 Winslow Drive
                                            Atlanta, GA  30305

          Either  party may  change  the  address  to which  notices,  requests,
     demands and other  communications  shall be  delivered  or mailed by giving
     notice thereof to the other party in the same manner provided herein.

          (g)  Amendments  and  Modifications.  This Agreement may be amended or
     modified  only by a writing  signed by both  parties  hereto,  which  makes
     specific reference to this Agreement.

          (h) Construction. Each party and his or its counsel have reviewed this
     Agreement and have been provided the  opportunity  to revise this Agreement
     and  accordingly,  the normal rule of  construction  to the effect that any
     ambiguities  are to be  resolved  against the  drafting  party shall not be
     employed in the interpretation of this Agreement.  Instead, the language of
     all parts of this Agreement shall be construed as a whole, and according to
     its fair meaning, and not strictly for or against either party.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Separation and Release Agreement as of the date first above written.


                                AIRGATE PCS, INC.


                                By:  /s/ Thomas M. Dougherty
                                     --------------------------------------
                                     Thomas M. Dougherty, President and CEO




                                EXECUTIVE:


                                /s/ Alan B. Catherall
                                ---------------------
                                Alan B. Catherall







                 [THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>13
<FILENAME>dex1027.txt
<DESCRIPTION>OFFER LETTER
<TEXT>
<PAGE>
Exhibit 10.27

October 25, 2002

William H. Seippel
11388 Seneca Knoll Drive
Great Falls, VA 22066

Dear Will:

Please accept this letter as formal confirmation of the offer of employment that
I have earlier  extended to you. In the  sections of this letter that follow,  I
have outlined the terms of our offer and certain  conditions  pertaining thereto
should you accept this opportunity to join AirGate PCS, Inc.

Position:

Position title - Vice President and Chief Financial Officer

Salary:

Your  annual  base  salary  will be  $250,000.00  and  will be paid to you in 26
bi-weekly  installments  of  approximately  $9,615.38.  If  your  employment  is
terminated  during  the first year of  employment,  you will be  entitled  to an
amount  equal to your base salary until  October 31, 2003  payable  bi-weekly as
described in the previous sentence.

Your  performance  will  be  evaluated  during  the  first  six  months  of your
employment and,  assuming you have  successfully  achieved or made  satisfactory
progress  towards the  achievement  of agreed upon  performance  objectives  and
expectations  during this  period,  your annual base salary will be increased to
$275,000.00 (bi-weekly equivalent of approximately $10,576.92).

Short-Term Incentive:

You will be a designated  participant  in the AirGate PCS  short-term  incentive
program -"Development,  Performance,  and Rewards" (DPR). The Plan Year for this
incentive  program runs  concurrently  with AirGate's  fiscal year, which begins
October 1st of each  calendar  year and ends on September  30th of the following
calendar year.

Your  target  incentive  award  opportunity  for this  plan is 50% of your  base
salary.  The  actual  amount  of the  award  payment  for any Plan  Year will be
expressed as a percentage of your base salary and will be based on a combination
of the company's  achievement of specified  financial  results and your personal
achievement of individual goals,  objectives and performance  expectations.  You
will begin  participation in the DPR program for Plan Year 2003 (October 1, 2002
through  September 30, 2003) on the date of your  employment.  However,  for the
2003 Plan Year, you will be guaranteed an annual  incentive award payment of 50%
of the base  earnings paid to you during the Plan Year that shall be paid to you
on November 30, 2003, even if the Company  terminates  your employment  prior to
October 1, 2003. If you terminate  employment  with the Company prior to October
1, 2003, you will not be eligible for any bonus for Plan Year 2003.


<PAGE>


An outline of the DPR program will be provided to you and I will further discuss
the  details of the program  and  establish  individual  goals,  objectives  and
performance expectations with you.

Date of Hire:  Thursday October 24, 2002.

Long-Term Incentive Plan (LTIP):

You will be  designated  as a  participant  in the AirGate PCS,  Inc.  Long Term
Incentive Plan.  Subject to Board  approval,  you will receive a grant of 70,000
non-qualified  stock option shares and an award of 30,000 time based  restricted
stock  shares.  Your  stock  option  shares  will  vest  in  four  equal  annual
installments  with the  initial  25%  annual  installment  vesting  on the first
anniversary of the grant date and each subsequent 25% annual installment vesting
on each  grant  date  anniversary  thereafter.  The  time  restrictions  on your
restricted  stock award will lapse over a four-year  period such that 25% of the
shares will be transferred to you on the first anniversary of the award date and
the remaining  shares will be transferred to you in 25% annual  installments  on
each award date anniversary thereafter.

You will be eligible for continued  participation in this plan that will provide
you the  opportunity  to receive  future  grants  and/or  awards  subject to the
approval of the Board of Directors or a designated  Committee thereof. It is not
currently  contemplated  that you would  receive any  additional  grants  and/or
awards during fiscal year 2003.

Temporary  Living and  Relocation  Assistance:  You will be provided  relocation
assistance to include the  transportation  of your household  goods and personal
belongings  from your current to your new place of residence  and  assistance in
the sale of your  house  in  Great  Falls,  VA at such  point  in time  that you
relocate to Atlanta.  You will also be entitled to temporary living arrangements
in the Atlanta area.  The  Temporary  Living and  Relocation  Assistance is more
fully outlined in Addendum 1 that is attached hereto.

Severance: If you continue to remain employed with the Company after May 1, 2003
and you and the CEO  agree  that  your  employment  will  continue  and you will
relocate to  Atlanta,  you will be  entitled  to  severance  payments if you are
terminated  without cause by the Company in an amount equal to six months of the
then current base pay and  pro-rated  bonus at target.  "Cause" means any of the
following  acts by you, as  determined  by the CEO or the Board:  (A)  continued
neglect in the  performance  of duties  assigned to you (other than for a reason
beyond your control) or repeated  unauthorized  absences  during  scheduled work
hours;  (B) egregious and willful  misconduct,  including  dishonesty,  fraud or
continued  intentional  violation of Company  policies and  procedures  which is
reasonably  determined to be  detrimental  to the Company or an  affiliate;  (C)
conviction  of a  felonious  crime;  or (D)  repeated  material  failure to meet
reasonable  performance  criteria  established  by  the  CEO or  the  Board  and
communicated to you in writing.

It shall be a  condition  to a  payment  of  severance  that you sign a  general
release  of the  Company  of all  claims  you may have  against  the  Company in
substantially  the form  previously  executed by other  officers of the Company,
other than claims arising under your indemnification agreement with the Company.
It shall also be a condition  to receipt of  severance  payments  that you enter
into a  non-compete  agreement  for a period  of six  months  and a  non-solicit
agreement for a period of one year in substantially the following form:


<PAGE>


Non-compete: Executive covenants and agrees that, during the period beginning on
the  Separation  Date and  ending  six months  thereafter,  Executive  will not,
directly or  indirectly  (whether  as owner,  partner,  consultant,  employee or
otherwise) engage in the wireless  telecommunications business ("Business") in a
senior management capacity anywhere within the Service Area, as it is defined in
the  Sprint  PCS  Management  Agreement  between  SprintCom,  Inc.  and  AirGate
Wireless,  L.L.C.,  dated July 22, 1998 and the Sprint PCS Management  Agreement
among WirelessCo,  L.P., Sprint Spectrum L.P., SprintCom, Inc. and Illinois PCS,
L.L.C., dated January 22, 1999 (the "Territory");  provided that employment by a
provider of wireless  telecommunications  services  shall not be a violation  of
this  paragraph so long as 80% or more of the  licensed  POPs of the provider in
the territory in which  Executive  works or has  responsibility  are outside the
"Territory".

Non-solicit:  Due to the Executive's extensive knowledge of the specifics of the
Company's  business and its  customers  and clients,  Executive  agrees that, in
consideration of the payments and benefits that he is receiving hereunder, for a
period of one year following the Separation Date, he will not, without the prior
written consent of the Company, either directly or indirectly, on his own behalf
or in the  service or on behalf of others,  solicit  or contact  any  Restricted
Customer  for the purpose of offering any product or service sold by the Company
during the Executive's employment.  For purposes of this paragraph,  "Restricted
Customer"  shall  mean any  person or entity who  transacted  business  with the
Company during the year  preceding the  Separation  Date with whom Executive has
(i) had direct contact during his employment,  (ii) been a party to marketing or
sales  strategies  with  regard to, or (iii) been  privy to  marketing  or sales
strategies with regard to such persons or entities.

Executive  agrees that in  consideration  for the  payments  and  benefits he is
receiving hereunder,  for a period of one year following the Separation Date, he
will not, either directly or indirectly,  on his own behalf or in the service of
or on behalf of others  solicit,  divert or hire away,  or  attempt to  solicit,
divert or hire away any person employed by the Company.

Change of Control  Agreement:  If you remain  employed  by the Company on May 1,
2003  and you and the CEO  agree  your  employment  will  continue  and you will
relocate to Atlanta,  you will be  provided  with a Change of Control  Agreement
that will provide you with certain  compensation and benefits continuance should
there be a change of control of AirGate PCS,  Inc., as defined in the Agreement,
and your employment is terminated for specified  reasons,  other than for cause,
as a result thereof. A summary of the terms and conditions of this agreement are
set forth in Addendum 2 that is attached hereto.

Contingent nature of offer:

This offer and all of its terms are contingent upon the successful completion of
a drug screen.

Benefits:

You will be  eligible  for  participation  in AirGate  PCS's  Health and Welfare
programs,   including  medical,  dental,  vision,  life  insurance,   disability
insurance,  401K,  stock  purchase,  and time pool on the first day of the month


<PAGE>


following  30  days of  employment.  Participation  in the  benefit  program  is
voluntary. Your costs will depend on the specific plans and level of coverage(s)
that you elect.  Your benefits  package with associated  costs will be mailed to
your home within 5 days of your effective  start date.  These documents are time
sensitive and will require your immediate attention. Should you not receive your
package please contact Dennis Lee at (404) 832-6193.  A benefit summary overview
has been included for your review.

Other:

This position will be located in Atlanta,  GA.  Payroll is paid  bi-weekly,  one
week in arrears. You will have the option for Direct Deposit of your payroll.

Your  effective  system  service date will be Thursday  October 24, 2002 or such
mutually agreed upon date thereafter.  All vesting and service  requirements for
benefit eligibility will be based on this date.

All other provisions and policies adopted by Airgate PCS, Inc. will apply to you
according  to the  effective  date  indicated  by Airgate  PCS.  For  additional
policies,  procedures and guidelines  please refer to the Employee  Handbook and
Standards of Business Conduct that are included in this package.

This offer of employment is being  extended to you based on your  representation
that as of your effective date of employment with AirGate PCS, Inc., you are not
subject to any agreement, including but not limited to, a non-compete agreement,
restrictive covenant, or disclosure agreement, with a former employer that would
limit your ability to perform your job responsibilities at AirGate PCS, Inc.

The purpose of this letter is to provide  guidelines for an employee's  terms of
employment.  This letter is not intended to create or  constitute  an employment
agreement  with any  candidate.  Employment at AirGate PCS, Inc. is at will, and
may be terminated by either party for any reason. The at-will status can only be
modified by written agreement between the parties.

Again,  it gives me great  pleasure  to offer this  opportunity  to you and I am
excited with the prospect of your  joining our team.  Should you accept,  please
sign where  indicated and return this letter to Dennis Lee, Vice President Human
Resources, in the pre-addressed envelope provided herein.

Sincerely,

/s/Thomas M. Dougherty
_______________________
Thomas W. Dougherty
President and Chief Executive Officer


<PAGE>


                                 Acknowledgement


I have  reviewed  and  agree  to the  terms  and  conditions  of this  offer  of
employment as outlined above. I acknowledge  that my employment with AirGate PCS
is at-will  and may be  terminated  by either  party for any  reason.  I further
acknowledge  that the above  guidelines,  policies &  procedures  are subject to
change.


      /s/ William H. Seippel                                 10/25/02
     -------------------------                              ----------
        William H. Seippel                                     Date



                    -----------------------------------------
                    Date Verification of Effective Start Date


<PAGE>


                                   Addendum 1


             Temporary Living Arrangement and Relocation Assistance


o        Prior to August 1, 2003, we will pay for the expenses that you incur
         for commuting to and working in your Atlanta office. This will include
         roundtrip airfare and providing you with reasonably suitable temporary
         living quarters of up to two bedrooms. Airfare shall be coach with the
         lowest reasonable airfare available with advance purchase, unless
         circumstances warrant higher priced fares.
o        At such time that it is decided that you and your family will relocate
         to Atlanta, we will pay for the transportation of your household
         belongings from your house in Great Falls, VA to your new residence in
         Atlanta.
o        You will be eligible for our home purchase protection program. This
         program will provide that if your house is not sold within ninety days
         of your listing it on the market, we will offer to purchase the house
         from you. We will request an independent appraisal on the property that
         we will use to determine the price that we will offer you for the
         purchase of the house.
o        Should you incur duplicate mortgage payments during the ninety-day
         period that your house in Great Falls, VA is listed on the market, we
         will provide you relief from duplicate mortgage payments by reimbursing
         you for the monthly mortgage payment on your Atlanta, GA house.


<PAGE>


                                   Addendum II

                        PROPOSED CHANGE OF CONTROL TERMS

I.   Term of Agreement

     a.   3 years, with an "evergreen" provision

II.  Triggering Events

     a.   In order to trigger  severance  benefit,  there must be both a COC AND
          the executive  must be terminated or  voluntarily  terminate for "good
          reason" following the COC

     b.   Approach is designed to give  protection  where truly  needed,  rather
          than create a windfall upon a COC

III. COC is  defined  in 2002  LTIP as the  occurrence  of any of the  following
     events:

     a.   "Continuing"  members of the Board of Directors cease to constitute at
          least a majority of the Board

     b.   A  person   becomes  a  beneficial   owner  of  35%  or  more  of  the
          then-outstanding  shares of the Company (subject to expressly  defined
          limitations)

     c.   Consummation  of  a  reorganization,   merger,  consolidation,   share
          exchange, sale of assets or acquisition of another corporation unless,
          immediately  following  the  transaction,  prior  shareholders  of the
          Company  continue  to own at least 55% of the  outstanding  shares and
          voting power of the resulting corporation

     d.   Approval by shareholders  of a complete  liquidation or dissolution of
          Company

     e.   We would  propose a carve-out if any of these events occur as a result
          of the current review of strategic alternatives

IV.  Good Reason defined as:

     a.   Diminution  of  duties/status/position   (i.e.,  demotion,  change  in
          reporting relationship, etc.)

     b.   Change in primary job function

     c.   Reduction in pay/bonus opportunity

     d.   Relocation

     e.   Breach of agreement or failure of acquirer to assume agreement


<PAGE>


V.   Payments/Benefits

     a.   Multiple of base pay and bonus

          i.   Actual annual salary rate prior to COC
          ii.  Annual bonus at target bonus opportunity
          iii. During  the first  year,  two times  multiple,  less the  amounts
               already paid since employment
          iv.  After first year, one times multiple

     b.   Amounts already earned but not paid

     c.   Unpaid  salary and  accrued  and unpaid  annual  bonus for the year in
          which termination occurs

     d.   Continuation of benefits for period equal to severance multiple (i.e.,
          2X = 2 years continuation), for such benefits as:

          i.   Medical
          ii.  Dental
          iii. Disability
          iv.  Life

     e.   Outplacement services for up to one year




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>14
<FILENAME>dex21.txt
<DESCRIPTION>SUBSIDIARIES OF AIRGATE PCS, INC.
<TEXT>
<PAGE>
Exhibit 21


                        Subsidiaries Of AirGate PCS, Inc.



Name                                                 State of Organization

AGW Leasing Company, Inc.                            Delaware

AirGate Network Services, LLC                        Delaware

AirGate Service Company, Inc.                        Delaware

iPCS, Inc.                                           Delaware




                           Subsidiaries Of iPCS, Inc.


Name                                                 State of Organization

iPCS Wireless, Inc.                                  Delaware

iPCS Equipment, Inc.                                 Delaware



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>15
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
                                                                      EXHIBIT 23

                          Independent Auditors' Consent

The Board of Directors
AirGate PCS, Inc.

We consent to the incorporation by reference in the Registration Statements
(No. 333-34416, No. 333-56352, No. 333-75024, and No. 333-85250) on Form S-8 and
(No. 333-56928, No. 333-73254, No. 333-73270 and No. 333-69866) on Form S-3 of
AirGate PCS, Inc. and subsidiaries of our reports dated January 10, 2003, with
respect to the consolidated balance sheets of AirGate PCS, Inc. and subsidiaries
as of September 30, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
in the three-year period ended September 30, 2002 and the related financial
statement schedule, which reports appear in the September 30, 2002 annual report
on Form 10-K/A of AirGate PCS, Inc. and subsidiaries.


                                       /s/  KPMG LLP


Atlanta, Georgia
January 16, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>16
<FILENAME>dex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Thomas M. Dougherty,  William H. Seippel
and  Barbara L.  Blackford  his true and lawful  attorneys-in-fact,  each acting
alone, with full powers of substitution and re-substitution,  for him and in his
name, place and stead, in any and all capacities, to execute and sign the annual
report on Form 10-K of AirGate PCS, Inc.  ("Airgate") and any or all amendments,
including any post-effective  amendments, to the 10-K and to file the same, with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  and hereby  ratify and confirm that said
attorneys-in-fact  or their  substitutes,  each acting alone, may lawfully do or
cause to be done by virtue hereof.



       Signature                     Title                       Date


/s/ Thomas M.Dougherty
_________________________     President, Chief Executive    January 14, 2003
Thomas M. Dougherty           Officer and Director
                              (Principal Executive
                              Officer)

/s/ Robert A. Ferchat
_________________________    Director                       January 14, 2003
Robert A. Ferchat


/s/ Barry J. Schiffman
_________________________    Director                       January 14, 2003
Barry J. Schiffman


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>17
<FILENAME>dex991.txt
<DESCRIPTION>CERTIFICATION OF THOMAS M. DOUGHERTY
<TEXT>
<PAGE>
Exhibit 99.1--906

                        CERTIFICATION OF PERIODIC REPORT


     I, Thomas M. Dougherty of AirGate PCS, Inc. (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that:

     (1) the Annual Report on Form 10-K/A of the Company for the annual period
ended September 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); and

     (2) to the best of my knowledge, the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated:    January 16, 2003


                             /s/ Thomas M. Dougherty
                            -----------------------------
                                 Thomas M. Dougherty
                                 Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>18
<FILENAME>dex992.txt
<DESCRIPTION>CERTIFICATION OF WILLIAM H. SEIPPEL
<TEXT>
<PAGE>
Exhibit 99.2--906

                        CERTIFICATION OF PERIODIC REPORT


     I, William H. Sieppel,  Chief  Financial  Officer of AirGate PCS, Inc. (the
"Company"),  certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

     (1) the Annual Report on Form 10-K/A of the Company for the annual period
ended September 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); and

     (2) to the best of my knowledge,  the  information  contained in the Report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.

Dated:      January 16, 2003


                                                  /s/ William H. Sieppel
                                                   --------------------------
                                                      William H. Sieppel
                                                      Chief Financial Officer




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