INTERCREDITOR AGREEMENT

Exhibit 4.10

INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 25, 2004, among The Bank of New York Trust Company, N.A., as trustee (together with any successor thereto exercising substantially the same rights and powers, the “Trustee” or the “First Priority Agent”) under the First Priority Indenture (as defined below) and the Security Documents (as defined in the First Priority Indenture), AirGate PCS, Inc., a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries that have guaranteed the Notes (as defined below) (together with any future subsidiary guarantors, the “Guarantors” and together with the Company, the “Issuers”), and The Bank of New York (the “Second Priority Agent”) as trustee under the indenture (the “Second Priority Indenture”) governing the $160.0 million aggregate principal amount of Senior Subordinated Secured Notes due September 1, 2009 (the “Second Priority Notes”), dated February 4, 2004 by and among the Company, the guarantors named therein and The Bank of New York as trustee.

W I T N E S S E T H :

          WHEREAS, the Company is issuing $175,000,000 aggregate principal amount of its First Priority Senior Secured Floating Rate Notes due 2011 (together with any additional First Priority Senior Secured Floating Rate Notes due 2011 of the Company issued pursuant to the First Priority Indenture (as defined herein) including, without limitation, in exchange for outstanding notes, the “Notes”) and the Guarantors have guaranteed the Notes, in each case pursuant to the First Priority Indenture. All of the Issuers’ obligations under the Notes and the other Indenture Documents (as defined below) are secured by first priority liens on all of the now existing and hereafter acquired real and personal property of the Issuers now or hereafter made subject to the Lien of the Indenture Documents (the “Collateral”);

          WHEREAS, all of the Issuers’ obligations under the Second Priority Notes and the other Second Priority Note Documents (as defined below) are secured by second priority liens on all of the now existing and hereafter acquired real and personal property of the Issuers now or hereafter made subject to the Lien of the Second Priority Note Documents;

          WHEREAS, the Issuers have requested that the First Priority Agent and the Second Priority Agent enter into this Agreement concerning their respective rights with respect to the priority of their respective security interests in and liens on the Collateral; and

          WHEREAS, the terms of the First Priority Indenture authorize the First Priority Agent to enter into an intercreditor agreement in the form of this Agreement, and the terms of the Second Priority Indenture authorize the Second Priority Agent to enter into an intercreditor agreement in the form of this Agreement, in each case upon satisfaction by the Issuers of certain conditions precedent, including without limitation, the conditions set forth in Section 10.10 of the Second Priority Indenture.

          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

          1. Definitions.

          (a) Unless otherwise defined herein, terms defined in the First Priority Indenture and under the Second Priority Indenture have the meanings given to them in such documents.

          (b) The following terms shall have the following meanings:

     “Agreement” means this Intercreditor Agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.

     “Collateral” shall mean the assets of the Company and the Guarantors now or hereafter owned or acquired and all proceeds thereof subject to a security interest that secures payment or performance of the Senior Obligations and the Second Priority Obligations.

     “First Priority Indenture” means the Indenture, dated as of October 25, 2004, by and between the Company, the Guarantors and the Trustee, and shall include any indenture or similar document entered into by the Company and any trustee to replace the First Priority Indenture in whole or in part.

     “Indenture Documents” means the First Priority Indenture and the Senior Security Documents.

     “Issuers” shall mean the Company and the Guarantors.

     “Proceeding” shall mean any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company or any of the Guarantors and any other voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of the Company or any of the Guarantors.

     “Second Priority Guarantee” shall mean the guarantee of the Second Priority Obligations by a Guarantor executed by such Guarantor pursuant to the Second Priority Indenture.

     “Second Priority Note Documents” means the Second Priority Indenture, the Second Priority Notes issued thereunder, the Second Priority Guarantees and the Second Priority Security Documents.

     “Second Priority Notes” has the meaning given in the recitals hereto.

     “Second Priority Obligations” means the Obligations (as defined in the Second Priority Indenture) with respect to the Second Priority Notes and the other Second Priority Note Documents and shall include, without limitation, the unpaid principal of and interest owing under the Second Priority Notes and all other obligations and liabilities of the Company or any Guarantor thereunder and under the other Second Priority Note Documents (including, without limitation, interest accrued at the then applicable rate provided in the Second Priority Notes after the filing of a petition in bankruptcy or the commencement of any Proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Second Priority Note Documents, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, including, without limitation, all fees and disbursements of counsel to the Second Priority Agent and fees, expenses and indemnities of the Second Priority Agent that are required to be paid pursuant to the terms of the Second Priority Indenture or any other Second Priority Note Document. To the extent any payment with respect to the Second Priority Obligations (whether by or on behalf of the Company, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

     “Second Priority Security Documents” means any and all documents providing for the grant of security to secure the Second Priority Obligations.

     “Senior Lenders” shall mean the holders of the Notes.

     “Senior Obligations” means the Obligations (as defined in the First Priority Indenture) of the Issuers with respect to the Notes and the other Indenture Documents and shall include, without limitation, the unpaid principal of and interest owing under the Notes and all other obligations and liabilities of the Company or any Guarantor thereunder and under the other Indenture Documents (including, without limitation,

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     “Senior Security Documents” shall mean the Security Documents (as defined in the First Priority Indenture) under the First Priority Indenture.

                    (c) Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the First Priority Indenture or the Second Priority Indenture), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and (iii) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

                     (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

                     2. Releases.

                    (a) If in connection with:

                       (i) the exercise of the First Priority Agent’s remedies in respect of the Collateral provided for in Section 4, including any sale, lease, exchange, transfer or other disposition of such Collateral; or

                       (ii) subject to Section 2(c) below, any sale, lease, exchange, transfer or other disposition of Collateral permitted or not prohibited under the First Priority Indenture (whether or not an Event of Default, as defined therein, has occurred and is continuing) and permitted or not prohibited under the Second Priority Indenture, the Trustee, for itself or on behalf of any of the Senior Lenders, releases any of its Liens on any part of the Collateral (or any Guarantor from its obligations under its guaranty of the Senior Obligations), the Liens, if any, of the Trustee on such Collateral (and the obligations of such Guarantor under its guaranty of the Second Priority Obligations) shall be automatically, unconditionally and simultaneously released (except as provided in the last sentence of Section 2(d)) and the Second Priority Agent, for itself or on behalf of any such holder of Second Priority Notes, shall promptly execute and deliver to the First Priority Agent or the Company such termination statements, releases and other documents as the First Priority Agent or the Company may request to effectively confirm such release.

          (b) The Second Priority Agent, for itself and on behalf of the holders of Second Priority Notes, hereby irrevocably constitutes and appoints the First Priority Agent and any officer or agent of the First Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Priority Agent or such holder or in the First Priority Agent’s own name,

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from time to time in the Trustee’s discretion, for the purpose of carrying out the terms of this Section 2, to take any and all appropriate action and to execute and record any and all documents and instruments which may be provided to it as necessary or desirable to accomplish the purposes of this Section 2, including, without limitation, any financing statements, endorsements or other instruments or transfer or release.

          (c) Notwithstanding anything to the contrary contained herein, in the event that the First Priority Agent releases its Liens on the Collateral because the Senior Obligations have been paid in full, neither the Second Priority Agent nor the holders of Second Priority Notes shall be obligated to release their Liens on any Collateral owned by the Issuers after giving effect to such payment and termination (and any sale, transfer or other disposition of Collateral occurring in connection therewith contemplated under this Agreement); provided, however, that in connection with any refinancing or replacement of all or any portion of the Senior Obligations prior to the occurrence of a Proceeding, the Second Priority Agent, on behalf of each holder of Second Priority Notes, shall, if requested by the Company or the existing or new holders of the Senior Obligations, execute an intercreditor agreement on substantially the same terms as this Agreement with the lenders under such refinancing or replacement. Furthermore, if the Senior Obligations have been paid in full in connection with any sale, transfer or other disposition of Collateral contemplated under this Agreement, the Liens held by the holders of the Second Priority Notes shall not be automatically released with respect to the proceeds of such sale, transfer or other disposition of Collateral which remain after the Senior Obligations have been paid in full.

          (d) Notwithstanding any provision to the contrary contained in this Section 2, no portion of the Collateral may be released from the Second Priority Note Documents unless Company shall have complied with the provisions of Section 314(c) and 314(d) of the Trust Indenture Act, if applicable, and shall have furnished evidence of such compliance (or evidence that no compliance is needed) satisfactory to the Second Priority Agent and the First Priority Agent.

          3. Proceedings. In the event of any Proceeding involving any of the Issuers:

          (a) If the Second Priority Agent has failed to file claims or proofs of claim with respect to the Second Priority Notes in any Proceeding earlier than five days prior to the deadline for any such filing, the holders of the Second Priority Notes hereby appoint and empower First Priority Agent to file such claims or proofs of claim; provided, that First Priority Agent shall have no obligation to file any such claim. Absent any such failure to file, the Second Priority Agent shall have and shall continue to have full and absolute discretion over the filing of such claims in any manner and substance as the Second Priority Agent may determine in its sole discretion.

          (b) The Second Priority Agent