EX-99.4 18 file010.htm FORM OF NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99.4

Form of
Notice of Guaranteed Delivery
(not to be used for signature guarantees)
of
Shares of Common Stock of

AirGate PCS, Inc.

This form or a facsimile hereof must be used in connection with your election if:

(1)  certificates for shares of common stock of AirGate PCS, Inc. ("AirGate Shares") are not immediately available or cannot be delivered to Mellon Investor Services, the Exchange Agent, prior to February 14, 2005 (the "Election Deadline") or
(2)  the procedure for book-entry transfer cannot be completed prior to the Election Deadline.

This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Exchange Agent.

The Exchange Agent is:

Mellon Investor Services

For more information, please call 1-800-777-3674.


By Mail: By Overnight Courier: By Hand:
(First Class, Registered or Certified)
Mellon Investor Services LLC
Attn: Reorganization Dept.
PO Box 3301
South Hackensack NJ 07606
(FedEx, Airborne, UPS, DHL,
USPS Express Mail)
Mellon Investor Services
Attn: Reorganization Dept
85 Challenger Road
MailDrop – Reorg
Ridgefield Park NJ 07660
Mellon Investor Services
Attn: Reorganization Dept
120 Broadway, 13th Floor
New York NY 10271

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A FORM OF ELECTION REQUIRES A MEDALLION SIGNATURE GUARANTEE, SUCH MEDALLION SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE FORM OF ELECTION.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Form of Election and certificates representing AirGate Shares to the Exchange Agent (or a confirmation evidencing the transfer of all AirGate Shares delivered by book-entry transfer) within the time period set forth herein. Failure to do so could result in a financial loss to such Eligible Institution.




Ladies and Gentlemen:

The undersigned hereby surrenders to Mellon Investor Services, the Exchange Agent, upon the terms and subject to the conditions set forth in the Form of Election and related instructions, receipt of which are hereby acknowledged, the number of AirGate Shares specified below pursuant to the guaranteed delivery procedure set forth below.


Number of Shares:                                                           Name(s) (please print):                                     
         
Certificate Nos. (if available)                                                                                                                       
         
                                                                                           Signature(s):                                                        
         
                                                                                                                                                                          
[ ]  Check if securities will be delivered by book-entry transfer and fill in the information below:
      Street Address:                                                 
                                                                            
The Depository Trust Company       City, State and ZIP Code:                             
         
DTC Account Number:                                                                                                                            
         
Transaction Code Number:                                           Telephone number(s) (with area code):     
         
Dated:                                                             , 2005                                                                                   

GUARANTEED DELIVERY PROCEDURE

In order for an election to be effective, Mellon Investor Services, the Exchange Agent, must receive a properly completed and duly executed Form of Election, accompanied by certificates representing AirGate Shares currently held by you, a confirmation evidencing the transfer of all AirGate Shares delivered by book-entry transfer, or a proper guarantee of delivery (as described below), no later than 5:00 p.m. on the Election Deadline (as described above). Persons whose certificates are not immediately available or the delivering of whose AirGate Shares cannot be completed by book-entry transfer on or prior to the Election Deadline also may make an election by completing and executing the Form of Election (or a facsimile thereof) and submitting it to the Exchange Agent by the Election Deadline and by having a Guarantee of Delivery properly completed and duly executed by the Election Deadline by a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (subject to the condition that the certificates (or a confirmation evidencing the transfer of all AirGate Shares delivered by book-entry transfer), the delivery of which is thereby guaranteed, are in fact delivered to the Exchange Agent no later than February 16, on the date that is two business days after the Election Deadline (the "Guaranteed Delivery Deadline")).

If the Exchange Agent does not receive a properly completed and duly executed Form of Election, accompanied by all stock certificates (or a confirmation evidencing the transfer of all AirGate Shares delivered by book-entry transfer), by the Election Deadline (unless a Guarantee of Delivery has been properly completed and delivered by the Election Deadline and such certificates (or a confirmation evidencing the transfer of all AirGate Shares delivered by book-entry transfer) are received by the Exchange Agent by the Guaranteed Delivery Deadline), the stockholder's AirGate Shares will be treated as if no election was made with respect to them.

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DELIVERY GUARANTEE
(not to be used for a signature guarantee)

THE UNDERSIGNED IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR INSTITUTION," AS SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN "ELIGIBLE INSTITUTION"), AND GUARANTEES THE DELIVERY TO THE EXCHANGE AGENT BY THE GUARANTEED DELIVERY DEADLINE OF THE SHARES SURRENDERED HEREBY, IN PROPER FORM FOR TRANSFER, (OR THAT THE SHARES SURRENDERED HEREBY HAVE BEEN DELIVERED BY BOOK-ENTRY TRANSFER INTO THE EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY), TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED FORM OF ELECTION (OR A FACSIMILE THEREOF) AND ANY OTHER REQUIRED DOCUMENTS.


                                                                                        
Name of Firm       Authorized Signature
                                                                                        
Street Address       Name
                                                                                        
City, State, and ZIP code       Title
                                                                                        
Telephone number (with area code)       Date

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