INSTRUCTION TO REGISTERED HOLDER
Tender for Exchange and Give Consents in Respect of
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2003, UNLESS THE OFFER IS EXTENDED (THE EXPIRATION DATE). TENDERS MAY BE WITHDRAWN BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus and Solicitation Statement, dated [ ], 2003 (as the same may be amended or supplemented from time to time, the Prospectus), of Airgate PCS, Inc. (the Company), and the accompanying Letter of Transmittal and Consent (the Letter of Transmittal), that together constitute the Companys offer (the Exchange Offer) to exchange all of its outstanding 13.5% Senior Subordinated Discount Notes due 2009 (Debt Securities) for an aggregate of (1) [ ] shares of the Companys Common Stock, par value $0.01 per share (the Common Stock), representing 56% of the shares of Common Stock to be issued and outstanding immediately after the financial restructuring, including the reverse stock split, and (2) $160,000,000 in aggregate principal amount of the Companys 9 3/8% Senior Subordinated Secured Notes due 2009 (the New Notes), in each case assuming the exchange of all outstanding Debt Securities; and the Companys solicitation of consents from holders of its Debt Securities. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Debt Securities held by you for the account of the undersigned.
The aggregate face amount of the Debt Securities held by you for the account of the undersigned is (FILL IN AMOUNT):
$ of the 13.5% Senior Subordinated Discount Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):
o To TENDER the following Debt Securities held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF DEBT SECURITIES TO BE TENDERED (IF LESS THAN ALL)):
$
o NOT to TENDER any Debt Securities held by you for the account of the undersigned.
If the undersigned hereby instructs you to tender the Debt Securities for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and the warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representation, that (1) the undersigned is not an affiliate of the Company, (2) Common Stock and New Notes to be received by the undersigned are being acquired in the ordinary course of its
2