<PAGE>
As filed with the Securities and Exchange Commission on July 19, 2000
Registration No.
333-81313
Registration No. 333-81313-01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
Post-Effective
AMENDMENT NO. 2
TO
FORM S-4/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Telecorp PCS, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 54-1872248
(State or other
jurisdiction of
incorporation or (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Number) Identification No.)
</TABLE>
---------------
Telecorp Communications, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 52-2105807
(State or other
jurisdiction of
incorporation or (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Number) Identification No.)
</TABLE>
---------------
1010 N. Glebe Road
Suite 800
Arlington, VA 22201
(703) 236-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Thomas H. Sullivan
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road,
Suite 800
Arlington, VA 22201
(703) 236-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Brian Hoffmann, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-6000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Post-Effective Amendment to this
Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
II-1
<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
2.1+++ Agreement and Plan of Reorganization and Contribution (included as
Annex A to the joint proxy statement-prospectus forming a part of
the TeleCorp-Tritel Holding Company Registration Statement), dated
February 28, 2000, by and between TeleCorp PCS, Tritel, Inc. and
AT&T Wireless Services, Inc.
2.2+++ Amendment No. 1 to the Agreement and Plan of Reorganization and
Contribution (included as Annex B to the joint proxy statement-
prospectus forming a part of the TeleCorp-Tritel Holding Company
Registration Statement), dated May 4, 2000, by and between TeleCorp
PCS, Tritel, Inc. and AT&T Wireless Services, Inc.
2.3+++ Amendment No. 2 to the Agreement and Plan of Reorganization and
Contribution (included as Annex C to the joint proxy statement-
prospectus forming a part of the TeleCorp-Tritel Holding Company
Registration Statement), dated June 12, 2000 by and between TeleCorp
PCS, Tritel, Inc. and AT&T Wireless Services, Inc.
3.1*** Fifth Amended and Restated Certificate of Incorporation of TeleCorp
PCS, Inc.
3.2*** Second Amended and Restated By-laws of TeleCorp PCS, Inc.
4.1++++ Indenture, dated as of April 23, 1999, by and between Bankers Trust
Company, as trustee, and TeleCorp PCS, Inc. relating to the 11 5/8%
Senior Subordinated Discount Notes due 2009.
4.2++++ Exchange and Registration Rights Agreement dated April 23, 1999, by
and among Chase Securities Inc., BT Alex. Brown Incorporated, Lehman
Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
5++++ Opinion of McDermott, Will & Emery regarding the legality of the
notes.
10.1+++ Telecorp PCS, Inc. Voting Agreement, dated February 28, 2000.
10.2+++ Tritel, Inc. Voting Agreement, dated February 28, 2000.
10.3+++ Side Letter Agreement regarding Milwaukee Option, dated February 28,
2000, by and between AT&T Wireless Services, Inc. and Telecorp PCS,
Inc.
10.4+++ Asset Exchange Agreement, dated as of February 28, 2000, by and
among AT&T Wireless PCS, LLC, Telecorp PCS, Inc., Telecorp PCS, LLC,
Telecorp Holding Corp, Inc., Telecorp Communications, Inc., Telecorp
Equipment Leasing, L.P., and Telecorp Realty, LLC.
10.5+++ Side Letter regarding Additional Mutual Rights and Obligations in
Connection with the Asset Exchange Agreement and the Agreement and
Plan of Reconstruction and Contribution, dated as of February 28,
2000, by and between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.
10.6.1+++ License Acquisition Agreement, between Polycell Communications, Inc.
and ABC Wireless, LLC, dated as of February 28, 2000.
10.6.2+++ Amended and Restated License Acquisition Agreement among Polycell
Communications, Inc., Clinton Communications, Inc. and ABC Wireless,
LLC, dated as of May 3, 2000.
10.7+++ License Acquisition Agreement, between ABC Wireless, LLC and AT&T
Wireless PCS, LLC, dated as of February 28, 2000.
10.8+++ Form of Intermediary Agreement, among AT&T Wireless PCS, LLC,
Telecorp PCS, Inc., Telecorp PCS, LLC, Telecorp Holding Corp, Inc.,
Telecorp Communications, Inc., Telecorp Equipment Leasing, L.P.,
Telecorp Realty, LLC and the Intermediary.
10.9+++ Transition Services Agreement, dated as of February 28, 2000, by and
between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.10+++ Form of Assignment and Assumption Agreement, by and between
Milwaukee PCS, LLC, Milwaukee Acquisition Subsidiary, Inc., and
Telecorp PCS, Inc.
10.11+++ Agreement and Plan of Merger, dated February 27, 2000, by and among
Milwaukee PCS LLC, Milwaukee Acquisition Subsidiary, Inc., Kailas J.
Rao, and Indus, Inc.
10.12+++ Airadigm Letter of Intent, dated January 24, 2000.
10.13* General Agreement for Purchase of PCS Systems and Services by and
between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as
of May 12, 1998, as amended.
10.14* Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS Inc., TWR Cellular, Inc. and certain Initial investors
other than AT&T Wireless, TeleCorp Investors and Management
Stockholders identified, dated as of January 23, 1998.
10.15.1* Network Membership License Agreement, by and among AT&T Corp.,
including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc.,
dated as of July 17, 1998.
10.15.2* Amendment No. 1 to Network Membership License Agreement, dated March
30, 1999.
10.16+++ Form of Network Membership License Agreement by and between AT&T
Corp., including AT&T Wireless Services, Inc., and Holding Company.
10.17.1* Management Agreement by and between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of July 17, 1998
10.17.2* Amendment No. 1 to the Management Agreement between TeleCorp
Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999.
10.17.3** Amendment No. 2 to the Management Agreement between TeleCorp
Management Corp. and TeleCorp PCS, Inc., dated as of October 18,
1999.
10.18.1* Intercarrier Roamer Service Agreement by and between AT&T Wireless
Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998.
10.18.2* Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May
25, 1999.
10.19+++ Form of Intercarrier Roamer Service Agreement, by and between AT&T
Wireless Services, Inc. and Holding Company.
10.20* Roaming Administration Service Agreement by and between AT&T
Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17,
1998.
10.21+++ Form of Roaming Administration Service Agreement, by and between
AT&T Wireless Services, Inc., and Holding Company.
10.22.1* Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party
to, and the Chase Manhattan Bank, as Administrative Agent and
Issuing Bank, TD Securities (USA) Inc., as Syndication Agent, and
Bankers Trust Company, as Documentation Agent, dated as of July 17,
1998.
10.22.2* First Amendment, Consent, and Waiver to the TeleCorp Credit
Agreement, dated as of December 18, 1998.
10.22.3* Second Amendment and Waiver to the TeleCorp Credit Agreement, dated
as of March 1, 1999.
10.22.4* Third Amendment to the TeleCorp Credit Agreement, dated as of March
30, 1999.
10.22.5* Fourth Amendment to the TeleCorp Credit Agreement, dated as of March
31, 1999.
10.22.6* Fifth Amendment and Acceptance to the TeleCorp Credit Agreement,
dated as of April 7, 1999.
10.22.7* Sixth Amendment to the TeleCorp Credit Agreement, dated as of April
7, 1999.
10.22.8* Seventh Amendment to the TeleCorp Credit Agreement, dated as of May
21, 1999.
10.22.9** Eighth Amendment to the TeleCorp Credit Agreement, dated as of
October 25, 1999.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.22.10** Ninth Amendment to the TeleCorp Credit Agreement, dated as of
October 26, 1999.
10.23.1* Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and certain Initial investors other than AT&T
Wireless identified in, dated as of March 22, 1999.
10.23.2* Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of March 30, 1999.
10.23.3* Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of April 6, 1999.
10.23.4* Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of May 14, 1999.
10.23.5* Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of July 15, 1999.
10.24* Stock Purchase Agreement by and among Viper Wireless, Inc.,
TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of
March 1, 1999.
10.25* Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS,
Inc., Puerto Rico Acquisition Corp. and certain Management
Stockholders and Initial investors other than AT&T Wireless, dated
as of March 30, 1999.
10.26*** Stock Purchase Agreement, dated as of October 18, 1999, by and
among Telecorp PCS, Inc., Telecorp Holding Corp., Inc., Gerald T.
Vento, Thomas H. Sullivan, OneLiberty Fund IV, L.P., Northwood
Ventures LLC, and Northwood Capital Partners LLC.
10.27* Asset Purchase Agreement, dated May 25, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.28* Preferred Stock Purchase Agreement, dated May 24, 1999, by and
between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc.
10.29* License Acquisition Agreement, dated May 15, 1998, by and between
Mercury PCS II, LLC and TeleCorp PCS, Inc.
10.30* License Acquisition Agreement, dated May 15, 1998, by and between
Wireless 2000, Inc. and TeleCorp PCS, Inc.
10.31.1* Stockholders' Agreement, dated as of July 17, 1998, by and among
AT&T Wireless PCS, Inc., TWR Cellular, Inc., Initial investors
other than AT&T Wireless, Management Stockholders, and TeleCorp
PCS, Inc.
10.31.2* Amendment No. 1 to Stockholders' Agreement dated May 25, 1999.
10.31.3* Amendment No. 2 to Stockholders' Agreement dated November 1, 1999.
10.32+++ Form of Stockholders' Agreement by and among AT&T Wireless PCS,
LLC, Initial investors other than AT&T Wireless, Management
Stockholders, Other Stockholders, and Holding Company, Inc.
10.33++++ Purchase Agreement, dated April 20, 1999, by and among Chase
Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.35* Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS Inc., TWR Cellular, Inc., the Initial investors other than AT&T
Wireless, the TeleCorp Investors and the Management Stockholders.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.36* Employment Agreement, dated as of July 17, 1998, by and between
TeleCorp PCS, Inc. and Julie A. Dobson.
10.37+++ Amendment to Employment Agreement, dated February 28, 2000, by and
between Telecorp PCS, Inc. and Julie A. Dobson.
10.38* Share Grant Agreement, dated July 16, 1998, by and between TeleCorp
PCS, Inc. and Julie A. Dobson.
10.39* Separation Agreement, dated as of March 8, 1999, by and among
TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert Dowski.
10.40* Agreement among the Parties, dated as of June 30, 1999, by and among
TeleCorp PCS, Inc., the Initial investors other than AT&T Wireless,
Entergy Technology Holding Company, AT&T Wireless PCS, Inc., TWR
Cellular Inc. and other stockholders.
10.41* Amended and Restated Agreement, dated April 16, 1999, by and among
TeleCorp Communications, Inc., Triton PCS, Inc., Tritel
Communications, Inc. and Affiliate License Co, L.L.C.
10.42* TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20,
1999.
10.43** TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999, as
amended.
10.45** Form of Indemnification Agreement to be entered into between
TeleCorp PCS, Inc. and its directors and executive officers.
10.46.1++ Stockholders' Agreement by and among AT&T Wireless PCS Inc., Initial
investors other than AT&T Wireless, Management Stockholders, and
Tritel, Inc. dated January 7, 1999.
10.46.2++ First Amendment to Tritel's Stockholders' Agreement, dated August
27, 1999.
10.46.3++ Second Amendment to Tritel's Stockholders' Agreement, dated as of
September 1, 1999.
10.46.4+ Third Amendment to Tritel's Stockholders' Agreement, dated November
18, 1999.
10.46.5+ Fourth Amendment to Tritel's Stockholders' Agreement, dated December
10, 1999.
10.47++ Investors Stockholders' Agreement by and among Tritel, Inc.,
Washington National Insurance Company, United Presidential Life
Insurance Company, Dresdner Kleinwort Benson Private Equity Partners
LP, Toronto Dominion Investments, Inc., Entergy Wireless
Corporation, General Electric Capital Corporation, Triune PCS, LLC,
FCA Venture Partners II, L.P., Clayton Associates LLC, Trillium PCS,
LLC, Airwave Communications, LLC, Digital PCS, LLC, and The
Stockholders Named Herein dated January 7, 1999.
10.48+++ Form of Investors Stockholder Agreement, by and among Holding
Company, Inc. and AT&T Wireless PCS, Inc. CB Capital Investors,
L.P., Private Equity Investors III, Equity-Linked Investors-II,
Whitney III, L.P., Whitney Strategic Partners III, L.P.,
Media/Communications Investors Limited Partnership,
Media/Communications Partners III Limited Partnership, Toronto
Dominion Investments, Inc., Northwood Capital Partners LLC,
OneLiberty Fund III, L.P., Hoak Communications Partners, L.P., HCP
Capital Fund, L.P., Cich, Incorporated LP, Dresdner Kleinworth
Benson Private Equity Partners LP, Toronto Dominion Investments,
Inc., Entergy Wireless Capital Corporation, General Electric Capital
Corporation, Triune PCS, LLC, FCA Venture Partners II, LP, Clayton
Associates LLC, Trillium PCS, LLC, Airwave Communications, LLC,
Digital PCS, LLC, and The Manufacturers Life Insurance Company.
10.49++ AT&T Wireless Services, Inc. Network Membership License Agreement
between AT&T Corp. and Tritel, Inc. dated January 7, 1999.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.50++ Intercarrier Roamer Service Agreement between AT&T Wireless
Services, Inc. and Tritel, Inc. dated January 7, 1999.
10.51++ Amended and Restated Agreement between TeleCorp Communications,
Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co., L.L.C. dated April 16, 1999.
10.52+++ Form of Employment Agreement, by and between Holding Company and
William M. Mounger, II.
10.53+++ Form of Employment Agreement, by and between Holding Company and
E.B. Martin, Jr.
10.54+++ Letter Agreement, dated February 28, 2000, by and among William
Mounger, II, TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan, and
Gerald Vento.
10.55+++ Letter Agreement, dated February 28, 2000, by and among E.B.
Martin, Jr., TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan, and
Gerald Vento.
10.56+++ Form of Amended and Restated Restricted Stock Agreement pursuant to
the Tritel, Inc. Amended and Restated 1999 Stock Option Plan.
10.57+ Tritel, Inc. Amended and Restated 1999 Stock Option Plan for Non-
employee Directors, effective January 7, 1999.
10.58++ Amended and Restated Loan Agreement among Tritel Holding Corp.,
Tritel, Inc., The Financial Institutions Signatory Hereto, and
Toronto Dominion (Texas), Inc. dated March 31, 1999.
10.59++ First Amendment to Amended and Restated Loan Agreement among Tritel
Holding Corp., Tritel, Inc., The Financial Institutions Signatory
Thereto, and Toronto Dominion (Texas), Inc. dated April 21, 1999.
10.60++ Master Lease Agreement between Tritel Communications, Inc. and
Crown Communication Inc. dated October 30, 1998.
10.61++ Master Lease Agreement between Signal One, LLC and Tritel
Communications, Inc. dated December 31, 1998.
10.62.1++ Management Agreement between Tritel Management, LLC and Tritel,
Inc. dated January 1, 1999.
10.62.2++ First Amendment to Management Agreement, dated as of September 1,
1999.
10.62.3+++ Agreement to Terminate Tritel Management Agreement, dated as of
February 28, 2000, by and between Tritel Management, LLC.
10.63++ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and
Tritel Communications, Inc. dated October 23, 1998.
10.64++ Installment Payment Plan Note made by Mercury PCS, LLC in favor of
the Federal Communications Commission in the amount of
$42,525,211.95, dated October 9, 1996.
10.65++ First Modification of Installment Payment Plan Note for Broadband
PCS F Block by and between Mercury PCS II, L.L.C. and the Federal
Communications Commission, dated July 2, 1998, effective as of July
31, 1998.
10.66++ Letter Agreement by and between Tritel Communications, Inc. and
H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to a
service agreement covering certain Site Acquisition Services
applicable to certain Federal Communications Commission licenses
owned or to be acquired by Tritel.
10.67.1++ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly
owned subsidiary of World Access, Inc., dated as of June 1, 1998.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.67.2++ Addendum to June 1, 1998 Services Agreement, dated as of March 23,
1999.
10.68++ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly-
owned subsidiary of World Access, Inc., dated as of August 27, 1998.
10.69++ Agreement by and between BellSouth Telecommunications, Inc. and
Tritel Communications, Inc., effective as of March 16, 1999.
10.70++ Agreement for Project and Construction Management Services between
Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel
Corporation, dated November 24, 1998.
10.71++ Services Agreement by and between Tritel Communications, Inc. and
Spectrasite Communications, Inc., dated as of July 28, 1998.
10.72++ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile Telephone
System by and between Tritel Finance, Inc. and Tritel
Communications, Inc. and Ericsson Inc., made and effective as of
December 30, 1998.
10.73++ Securities Purchase Agreement by and among AT&T Wireless PCS Inc.,
TWR Cellular, Inc., Initial investors other than AT&T Wireless,
Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and
Tritel, Inc., dated as of May 20, 1998.
10.74++ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR
Cellular, Inc., Initial investors other than AT&T Wireless, Airwave
Communications, LLC, Digital PCS, LLC, Management Stockholders,
Mercury Investor Indemnitors and Tritel, Inc., dated as of January
7, 1999.
10.75++ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc., a Delaware corporation and American Tower,
L.P., a Delaware limited partnership.
10.76++ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc. and SpectraSite Communications, Inc.
10.77++ Master Build To Suit Services And License Agreement between Tritel
Communications, Inc. and Crown Communication Inc.
10.78++ Master Build To Suit And Lease Agreement by and between Tritel
Communications, Inc. and SBA Towers, Inc.
10.79++ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility Inc., dated July 2, 1999.
10.80++ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility PCS, dated March 10, 1999.
10.81++ Consent to Exercise of Option between Tritel, Inc., AT&T Wireless
PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated May
20, 1999.
10.82++ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc.
dated as of May 20, 1999.
10.83++ Amended and Restated Employment Agreement of Jerry M. Sullivan, Jr.,
dated as of September 1, 1999.
10.84++ Stock Purchase Agreement, dated as of September 1, 1999.
10.85++ Mutual Release and Termination Agreement, dated as of September 1,
1999.
10.86+++ Form of Management Agreement between TeleCorp Management Corp, Inc.
and TeleCorp PCS, Inc.
10.87+++ Asset Purchase Agreement, dated as of June 2, 2000, between Airadigm
Communications, Inc. and RW Acquisition L.L.C.
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.88+++ Contingent Supplement to Asset Purchase Agreement, dated as of June
2, 2000, by and between Airadigm Communications, Inc. and RW
Acquisition L.L.C.
10.89+++ Letter Agreement by and between RW Acquisition, L.L.C. and Airadigm
Communications, Inc. regarding Working Capital Loan, dated June 2,
2000.
10.90+++ Construction Management Agreement, dated as of June 2, 2000, by and
between TeleCorp Communications, Inc. and Airadigm Communications,
Inc.
10.91+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TeleCorp-
Tritel Holding Company.
10.92+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TTHC First
Merger Sub, Inc.
10.93+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TTHC Second
Merger Sub, Inc.
10.94+++++ Purchase Agreement, dated July 11, 2000, by and among Chase
Securities Inc., Lehman Brothers Inc., Deutsche Banc Securities,
Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.95+++++ Form of Exchange and Registration Rights Agreement, dated
, by and among Chase Securities Inc., Lehman Brothers
Inc., Deutsche Banc Securities, Inc., TeleCorp PCS, Inc. and
TeleCorp Communications, Inc.
10.96+++++ Form of Indenture, dated as of , by and among TeleCorp
PCS, Inc., TeleCorp Communications, Inc. and Bankers Trust Company,
as Trustee.
23.1+++++ Consent of PricewaterhouseCoopers LLP.
23.2+++++ Consent of KPMG LLP.
23.3+++++ Consent of McDermott, Will & Emery (included in Exhibit 5).
24++++ Power of Attorney.
</TABLE>
--------
* Incorporated by reference to the Registration Statement on Form S-1 (File
No. 333-89393) of TeleCorp PCS, Inc.
** Incorporated by reference to the Form 10-Q filed on November 15, 1999
(File No. 333-81313-01) of TeleCorp PCS, Inc.
*** Incorporated by reference to the Form 10-K filed on March 30, 2000 (File
No. 000-27901) of TeleCorp PCS, Inc.
+ Incorporated by reference to the Registration Statement on Form S-1 (File
No. 333-91207) of Tritel, Inc.
++ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-82509) of Tritel PCS, Inc.
+++ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-36954) of TeleCorp-Tritel Holding Company.
++++ Previously Filed in the Registration Statement on Form S-4 (File No. 333-
81313, 333-81313-01) of TeleCorp PCS, Inc. and TeleCorp Communications,
Inc.
+++++ Previously Filed in the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4, Filed on July 12, 2000 (File No. 333-
81313, 333-81313-01) of TeleCorp PCS, Inc. and TeleCorp Communications,
Inc.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Arlington, Commonwealth of Virginia, on July 18,
2000.
<TABLE>
<S> <C>
Telecorp PCS, Inc.
/s/ Gerald T. Vento
By: _______________________________________
Gerald T. Vento
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerald T. Vento Chief Executive Officer July 18, 2000
___________________________________________ and Chairman(Principal
Gerald T. Vento Executive Officer)
/s/ * Executive Vice President, July 18, 2000
___________________________________________ Chief Financial Officer
Thomas H. Sullivan and Director (Principal
Financial and Accounting
Officer)
/s/ * Director July 18, 2000
___________________________________________
Michael R. Hannon
/s/ * Director July 18, 2000
___________________________________________
Scott Anderson
/s/ * Director July 18, 2000
___________________________________________
James M. Hoak
/s/ * Director July 18, 2000
___________________________________________
William Kussell
/s/ * Director July 18, 2000
___________________________________________
Michael Schwartz
Director July 18, 2000
___________________________________________
Rohit M. Desai
Director July 18, 2000
___________________________________________
William W. Hague
/s/ Gerald T. Vento
* By: _____________________________________
Gerald T. Vento
(as attorney-in-fact)
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
2.1+++ Agreement and Plan of Reorganization and Contribution (included as
Annex A to the joint proxy statement-prospectus forming a part of
the TeleCorp-Tritel Holding Company Registration Statement), dated
February 28, 2000, by and between TeleCorp PCS, Tritel, Inc. and
AT&T Wireless Services, Inc.
2.2+++ Amendment No. 1 to the Agreement and Plan of Reorganization and
Contribution (included as Annex B to the joint proxy statement-
prospectus forming a part of the TeleCorp-Tritel Holding Company
Registration Statement), dated May 4, 2000, by and between TeleCorp
PCS, Tritel, Inc. and AT&T Wireless Services, Inc.
2.3+++ Amendment No. 2 to the Agreement and Plan of Reorganization and
Contribution (included as Annex C to the joint proxy statement-
prospectus forming a part of the TeleCorp-Tritel Holding Company
Registration Statement), dated June 12, 2000 by and between TeleCorp
PCS, Tritel, Inc. and AT&T Wireless Services, Inc.
3.1*** Fifth Amended and Restated Certificate of Incorporation of TeleCorp
PCS, Inc.
3.2*** Second Amended and Restated By-laws of TeleCorp PCS, Inc.
4.1++++ Indenture, dated as of April 23, 1999, by and between Bankers Trust
Company, as trustee, and TeleCorp PCS, Inc. relating to the 11 5/8
Senior Subordinated Discount Notes due 2009.
4.2++++ Exchange and Registration Rights Agreement dated April 23, 1999, by
and among Chase Securities Inc., BT Alex Brown Incorporated, Lehman
Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
5++++ Opinion of McDermott, Will & Emery regarding the legality of the
notes.
10.1+++ Telecorp PCS, Inc. Voting Agreement, dated February 28, 2000.
10.2+++ Tritel, Inc. Voting Agreement, dated February 28, 2000.
10.3+++ Side Letter Agreement regarding Milwaukee Option, dated February 28,
2000, by and between AT&T Wireless Services, Inc. and Telecorp PCS,
Inc.
10.4+++ Asset Exchange Agreement, dated as of February 28, 2000, by and
among AT&T Wireless PCS, LLC, Telecorp PCS, Inc., Telecorp PCS, LLC,
Telecorp Holding Corp, Inc., Telecorp Communications, Inc., Telecorp
Equipment Leasing, L.P., and Telecorp Realty, LLC.
10.5+++ Side Letter regarding Additional Mutual Rights and Obligations in
Connection with the Asset Exchange Agreement and the Agreement and
Plan of Reconstruction and Contribution, dated as of February 28,
2000, by and between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.
10.6.1+++ License Acquisition Agreement, between Polycell Communications, Inc.
and ABC Wireless, LLC, dated as of February 28, 2000.
10.6.2+++ Amended and Restated License Acquisition Agreement among Polycell
Communications, Inc., Clinton Communications, Inc. and ABC Wireless,
LLC, dated as of May 3, 2000.
10.7+++ License Acquisition Agreement, between ABC Wireless, LLC and AT&T
Wireless PCS, LLC, dated as of February 28, 2000.
10.8+++ Form of Intermediary Agreement, among AT&T Wireless PCS, LLC,
Telecorp PCS, Inc., Telecorp PCS, LLC, Telecorp Holding Corp, Inc.,
Telecorp Communications, Inc., Telecorp Equipment Leasing, L.P.,
Telecorp Realty, LLC and the Intermediary.
10.9+++ Transition Services Agreement, dated as of February 28, 2000, by and
between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.10+++ Form of Assignment and Assumption Agreement, by and between
Milwaukee PCS, LLC, Milwaukee Acquisition Subsidiary, Inc., and
Telecorp PCS, Inc.
10.11+++ Agreement and Plan of Merger, dated February 27, 2000, by and among
Milwaukee PCS LLC, Milwaukee Acquisition Subsidiary, Inc., Kailas J.
Rao, and Indus, Inc.
10.12+++ Airadigm Letter of Intent, dated January 24, 2000.
10.13* General Agreement for Purchase of PCS Systems and Services by and
between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as
of May 12, 1998, as amended.
10.14* Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS Inc., TWR Cellular, Inc. and certain Initial investors
other than AT&T Wireless, TeleCorp Investors and Management
Stockholders identified, dated as of January 23, 1998.
10.15.1* Network Membership License Agreement, by and among AT&T Corp.,
including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc.,
dated as of July 17, 1998.
10.15.2* Amendment No. 1 to Network Membership License Agreement, dated March
30, 1999.
10.16+++ Form of Network Membership License Agreement by and between AT&T
Corp., including AT&T Wireless Services, Inc., and Holding Company.
10.17.1* Management Agreement by and between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of July 17, 1998
10.17.2* Amendment No. 1 to the Management Agreement between TeleCorp
Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999.
10.17.3** Amendment No. 2 to the Management Agreement between TeleCorp
Management Corp. and TeleCorp PCS, Inc., dated as of October 18,
1999.
10.18.1* Intercarrier Roamer Service Agreement by and between AT&T Wireless
Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998.
10.18.2* Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May
25, 1999.
10.19+++ Form of Intercarrier Roamer Service Agreement, by and between AT&T
Wireless Services, Inc. and Holding Company.
10.20* Roaming Administration Service Agreement by and between AT&T
Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17,
1998.
10.21+++ Form of Roaming Administration Service Agreement, by and between
AT&T Wireless Services, Inc., and Holding Company.
10.22.1* Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party
to, and the Chase Manhattan Bank, as Administrative Agent and
Issuing Bank, TD Securities (USA) Inc., as Syndication Agent, and
Bankers Trust Company, as Documentation Agent, dated as of July 17,
1998.
10.22.2* First Amendment, Consent, and Waiver to the TeleCorp Credit
Agreement, dated as of December 18, 1998.
10.22.3* Second Amendment and Waiver to the TeleCorp Credit Agreement, dated
as of March 1, 1999.
10.22.4* Third Amendment to the TeleCorp Credit Agreement, dated as of March
30, 1999.
10.22.5* Fourth Amendment to the TeleCorp Credit Agreement, dated as of March
31, 1999.
10.22.6* Fifth Amendment and Acceptance to the TeleCorp Credit Agreement,
dated as of April 7, 1999.
10.22.7* Sixth Amendment to the TeleCorp Credit Agreement, dated as of April
7, 1999.
10.22.8* Seventh Amendment to the TeleCorp Credit Agreement, dated as of May
21, 1999.
10.22.9** Eighth Amendment to the TeleCorp Credit Agreement, dated as of
October 25, 1999.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.22.10** Ninth Amendment to the TeleCorp Credit Agreement, dated as of
October 26, 1999.
10.23.1* Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and certain Initial investors other than AT&T
Wireless identified in, dated as of March 22, 1999.
10.23.2* Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of March 30, 1999.
10.23.3* Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of April 6, 1999.
10.23.4* Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of May 14, 1999.
10.23.5* Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp
PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other than
AT&T Wireless, dated as of July 15, 1999.
10.24* Stock Purchase Agreement by and among Viper Wireless, Inc.,
TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of
March 1, 1999.
10.25* Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS,
Inc., Puerto Rico Acquisition Corp. and certain Management
Stockholders and Initial investors other than AT&T Wireless, dated
as of March 30, 1999.
10.26*** Stock Purchase Agreement, dated as of October 18, 1999, by and
among Telecorp PCS, Inc., Telecorp Holding Corp., Inc., Gerald T.
Vento, Thomas H. Sullivan, OneLiberty Fund IV, L.P., Northwood
Ventures LLC, and Northwood Capital Partners LLC.
10.27* Asset Purchase Agreement, dated May 25, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.28* Preferred Stock Purchase Agreement, dated May 24, 1999, by and
between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc.
10.29* License Acquisition Agreement, dated May 15, 1998, by and between
Mercury PCS II, LLC and TeleCorp PCS, Inc.
10.30* License Acquisition Agreement, dated May 15, 1998, by and between
Wireless 2000, Inc. and TeleCorp PCS, Inc.
10.31.1* Stockholders' Agreement, dated as of July 17, 1998, by and among
AT&T Wireless PCS, Inc., TWR Cellular, Inc., Initial investors
other than AT&T Wireless, Management Stockholders, and TeleCorp
PCS, Inc.
10.31.2* Amendment No. 1 to Stockholders' Agreement dated May 25, 1999.
10.31.3* Amendment No. 2 to Stockholders' Agreement dated November 1, 1999.
10.32+++ Form of Stockholders' Agreement by and among AT&T Wireless PCS,
LLC, Initial investors other than AT&T Wireless, Management
Stockholders, Other Stockholders, and Holding Company, Inc.
10.33++++ Purchase Agreement, dated April 20, 1999, by and among Chase
Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.35* Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS Inc., TWR Cellular, Inc., the Initial investors other than AT&T
Wireless, the TeleCorp Investors and the Management Stockholders.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.36* Employment Agreement, dated as of July 17, 1998, by and between
TeleCorp PCS, Inc. and Julie A. Dobson.
10.37+++ Amendment to Employment Agreement, dated February 28, 2000, by and
between Telecorp PCS, Inc. and Julie A. Dobson.
10.38* Share Grant Agreement, dated July 16, 1998, by and between TeleCorp
PCS, Inc. and Julie A. Dobson.
10.39* Separation Agreement, dated as of March 8, 1999, by and among
TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert Dowski.
10.40* Agreement among the Parties, dated as of June 30, 1999, by and among
TeleCorp PCS, Inc., the Initial investors other than AT&T Wireless,
Entergy Technology Holding Company, AT&T Wireless PCS, Inc., TWR
Cellular Inc. and other stockholders.
10.41* Amended and Restated Agreement, dated April 16, 1999, by and among
TeleCorp Communications, Inc., Triton PCS, Inc., Tritel
Communications, Inc. and Affiliate License Co, L.L.C.
10.42* TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20,
1999.
10.43** TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999, as
amended.
10.45** Form of Indemnification Agreement to be entered into between
TeleCorp PCS, Inc. and its directors and executive officers.
10.46.1++ Stockholders' Agreement by and among AT&T Wireless PCS Inc., Initial
investors other than AT&T Wireless, Management Stockholders, and
Tritel, Inc. dated January 7, 1999.
10.46.2++ First Amendment to Tritel's Stockholders' Agreement, dated August
27, 1999.
10.46.3++ Second Amendment to Tritel's Stockholders' Agreement, dated as of
September 1, 1999.
10.46.4+ Third Amendment to Tritel's Stockholders' Agreement, dated November
18, 1999.
10.46.5+ Fourth Amendment to Tritel's Stockholders' Agreement, dated December
10, 1999.
10.47++ Investors Stockholders' Agreement by and among Tritel, Inc.,
Washington National Insurance Company, United Presidential Life
Insurance Company, Dresdner Kleinwort Benson Private Equity Partners
LP, Toronto Dominion Investments, Inc., Entergy Wireless
Corporation, General Electric Capital Corporation, Triune PCS, LLC,
FCA Venture Partners II, L.P., Clayton Associates LLC, Trillium PCS,
LLC, Airwave Communications, LLC, Digital PCS, LLC, and The
Stockholders Named Herein dated January 7, 1999.
10.48+++ Form of Investors Stockholder Agreement, by and among Holding
Company, Inc. and AT&T Wireless PCS, Inc. CB Capital Investors,
L.P., Private Equity Investors III, Equity-Linked Investors-II,
Whitney III, L.P., Whitney Strategic Partners III, L.P.,
Media/Communications Investors Limited Partnership,
Media/Communications Partners III Limited Partnership, Toronto
Dominion Investments, Inc., Northwood Capital Partners LLC,
OneLiberty Fund III, L.P., Hoak Communications Partners, L.P., HCP
Capital Fund, L.P., Cich, Incorporated LP, Dresdner Kleinworth
Benson Private Equity Partners LP, Toronto Dominion Investments,
Inc., Entergy Wireless Capital Corporation, General Electric Capital
Corporation, Triune PCS, LLC, FCA Venture Partners II, LP, Clayton
Associates LLC, Trillium PCS, LLC, Airwave Communications, LLC,
Digital PCS, LLC, and The Manufacturers Life Insurance Company.
10.49++ AT&T Wireless Services, Inc. Network Membership License Agreement
between AT&T Corp. and Tritel, Inc. dated January 7, 1999.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.50++ Intercarrier Roamer Service Agreement between AT&T Wireless
Services, Inc. and Tritel, Inc. dated January 7, 1999.
10.51++ Amended and Restated Agreement between TeleCorp Communications,
Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co., L.L.C. dated April 16, 1999.
10.52+++ Form of Employment Agreement, by and between Holding Company and
William M. Mounger, II.
10.53+++ Form of Employment Agreement, by and between Holding Company and
E.B. Martin, Jr.
10.54+++ Letter Agreement, dated February 28, 2000, by and among William
Mounger, II, TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan, and
Gerald Vento.
10.55+++ Letter Agreement, dated February 28, 2000, by and among E.B.
Martin, Jr., TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan, and
Gerald Vento.
10.56+++ Form of Amended and Restated Restricted Stock Agreement pursuant to
the Tritel, Inc. Amended and Restated 1999 Stock Option Plan.
10.57+ Tritel, Inc. Amended and Restated 1999 Stock Option Plan for Non-
employee Directors, effective January 7, 1999.
10.58++ Amended and Restated Loan Agreement among Tritel Holding Corp.,
Tritel, Inc., The Financial Institutions Signatory Hereto, and
Toronto Dominion (Texas), Inc. dated March 31, 1999.
10.59++ First Amendment to Amended and Restated Loan Agreement among Tritel
Holding Corp., Tritel, Inc., The Financial Institutions Signatory
Thereto, and Toronto Dominion (Texas), Inc. dated April 21, 1999.
10.60++ Master Lease Agreement between Tritel Communications, Inc. and
Crown Communication Inc. dated October 30, 1998.
10.61++ Master Lease Agreement between Signal One, LLC and Tritel
Communications, Inc. dated December 31, 1998.
10.62.1++ Management Agreement between Tritel Management, LLC and Tritel,
Inc. dated January 1, 1999.
10.62.2++ First Amendment to Management Agreement, dated as of September 1,
1999.
10.62.3+++ Agreement to Terminate Tritel Management Agreement, dated as of
February 28, 2000, by and between Tritel Management, LLC.
10.63++ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and
Tritel Communications, Inc. dated October 23, 1998.
10.64++ Installment Payment Plan Note made by Mercury PCS, LLC in favor of
the Federal Communications Commission in the amount of
$42,525,211.95, dated October 9, 1996.
10.65++ First Modification of Installment Payment Plan Note for Broadband
PCS F Block by and between Mercury PCS II, L.L.C. and the Federal
Communications Commission, dated July 2, 1998, effective as of July
31, 1998.
10.66++ Letter Agreement by and between Tritel Communications, Inc. and
H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to a
service agreement covering certain Site Acquisition Services
applicable to certain Federal Communications Commission licenses
owned or to be acquired by Tritel.
10.67.1++ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly
owned subsidiary of World Access, Inc., dated as of June 1, 1998.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.67.2++ Addendum to June 1, 1998 Services Agreement, dated as of March 23,
1999.
10.68++ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly-
owned subsidiary of World Access, Inc., dated as of August 27, 1998.
10.69++ Agreement by and between BellSouth Telecommunications, Inc. and
Tritel Communications, Inc., effective as of March 16, 1999.
10.70++ Agreement for Project and Construction Management Services between
Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel
Corporation, dated November 24, 1998.
10.71++ Services Agreement by and between Tritel Communications, Inc. and
Spectrasite Communications, Inc., dated as of July 28, 1998.
10.72++ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile Telephone
System by and between Tritel Finance, Inc. and Tritel
Communications, Inc. and Ericsson Inc., made and effective as of
December 30, 1998.
10.73++ Securities Purchase Agreement by and among AT&T Wireless PCS Inc.,
TWR Cellular, Inc., Initial investors other than AT&T Wireless,
Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and
Tritel, Inc., dated as of May 20, 1998.
10.74++ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR
Cellular, Inc., Initial investors other than AT&T Wireless, Airwave
Communications, LLC, Digital PCS, LLC, Management Stockholders,
Mercury Investor Indemnitors and Tritel, Inc., dated as of January
7, 1999.
10.75++ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc., a Delaware corporation and American Tower,
L.P., a Delaware limited partnership.
10.76++ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc. and SpectraSite Communications, Inc.
10.77++ Master Build To Suit Services And License Agreement between Tritel
Communications, Inc. and Crown Communication Inc.
10.78++ Master Build To Suit And Lease Agreement by and between Tritel
Communications, Inc. and SBA Towers, Inc.
10.79++ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility Inc., dated July 2, 1999.
10.80++ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility PCS, dated March 10, 1999.
10.81++ Consent to Exercise of Option between Tritel, Inc., AT&T Wireless
PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated May
20, 1999.
10.82++ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc.
dated as of May 20, 1999.
10.83++ Amended and Restated Employment Agreement of Jerry M. Sullivan, Jr.,
dated as of September 1, 1999.
10.84++ Stock Purchase Agreement, dated as of September 1, 1999.
10.85++ Mutual Release and Termination Agreement, dated as of September 1,
1999.
10.86+++ Form of Management Agreement between TeleCorp Management Corp, Inc.
and TeleCorp PCS, Inc.
10.87+++ Asset Purchase Agreement, dated as of June 2, 2000, between Airadigm
Communications, Inc. and RW Acquisition L.L.C.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.88+++ Contingent Supplement to Asset Purchase Agreement, dated as of June
2, 2000, by and between Airadigm Communications, Inc. and RW
Acquisition L.L.C.
10.89+++ Letter Agreement by and between RW Acquisition, L.L.C. and Airadigm
Communications, Inc. regarding Working Capital Loan, dated June 2,
2000.
10.90+++ Construction Management Agreement, dated as of June 2, 2000, by and
between TeleCorp Communications, Inc. and Airadigm Communications,
Inc.
10.91+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TeleCorp-
Tritel Holding Company.
10.92+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TTHC First
Merger Sub, Inc.
10.93+++ Counterpart Signature Page and Joinder to the Agreement and Plan of
Reorganization and Contribution, dated May 31, 2000 by TTHC Second
Merger Sub, Inc.
10.94+++++ Purchase Agreement, dated July 11, 2000, by and among Chase
Securities Inc., Lehman Brothers Inc., Deutsche Banc Securities,
Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.95+++++ Form of Exchange and Registration Rights Agreement, dated
, by and among Chase Securities Inc., Lehman Brothers
Inc., Deutsche Banc Securities, Inc., TeleCorp PCS, Inc. and
TeleCorp Communications, Inc.
10.96+++++ Form of Indenture, dated as of , by and among TeleCorp
PCS, Inc., TeleCorp Communications, Inc. and Bankers Trust Company,
as Trustee.
23.1+++++ Consent of PricewaterhouseCoopers LLP.
23.2+++++ Consent of KPMG LLP.
23.3+++++ Consent of McDermott, Will & Emery (included in Exhibit 5).
24++++ Power of Attorney.
</TABLE>
--------
* Incorporated by reference to the Registration Statement on Form S-1 (File
No. 333-89393) of TeleCorp PCS, Inc.
** Incorporated by reference to the Form 10-Q filed on November 15, 1999
(File No. 333-81313-01) of TeleCorp PCS, Inc.
***Incorporated by reference to the Form 10-K filed on March 30, 2000 (File
No. 000-27901) of TeleCorp PCS, Inc.
+ Incorporated by reference to the Registration Statement on Form S-1 (File
No. 333-91207) of Tritel, Inc.
++ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-82509) of Tritel PCS, Inc.
+++ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-36954) of TeleCorp-Tritel Holding Company.
++++ Previously Filed in the Registration Statement on Form S-4 (File No. 333-
81313, 333-81313-01) of TeleCorp PCS, Inc. and TeleCorp Communications,
Inc.
+++++ Previously Filed in the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4, Filed on July 12, 2000 (File No. 333-
81313, 333-81313-01) of TeleCorp PCS, Inc. and TeleCorp Communications,
Inc.
7
