TELECORP PCS INC, POS AM, 2000-07-12

TELECORP PCS INC
POS AM, 2000-07-12
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>

As filed with the Securities and Exchange Commission on July 12, 2000

Registration No. 333-81313
Registration No. 333-81313-01
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

Post-Effective
AMENDMENT NO. 1
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 (Primary Standard Industrial (I.R.S. Employer
incorporation or 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 (Primary Standard Industrial (I.R.S. Employer
incorporation or 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>

This prospectus, dated July 12, 2000, is subject to completion and
amendment.

PROSPECTUS

TELECORP PCS, INC.
11 5/8% Senior Subordinated Discount Notes Due 2009

You should carefully review the risk factors beginning on page 10 of this
prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes, or determined that this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Chase Securities Inc. may use this prospectus in connection with offers and
sales of the notes in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Chase Securities Inc. may act as
a principal or agent in these transactions. For as long as a market-making
prospectus is required to be delivered, the ability of Chase Securities Inc. to
make a market in the notes may in part depend on our ability to maintain a
current market-making prospectus.

The date of this prospectus is July 12, 2000.

<PAGE>

This Post-Effective Amendment No. 1 to the registration statement filed on
Form S-4 by TeleCorp PCS, Inc. (file numbers 333-81313, 333-81313-01) contains a
prospectus relating to market-making activities with respect to the 11 5/8%
Senior Subordinated Discount Notes due 2009 which may, from time to time, be
carried out by Chase Securities Inc.

----------------

FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical facts
included in this prospectus, including without limitation, statements under the
captions "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results Of Operations," "Business," and "The Pending
Merger and Related Transactions" and located elsewhere in this prospectus
regarding the prospects of our industry and our prospects, plans, financial
position and business strategy and statements concerning TeleCorp-Tritel Holding
Company in the event the pending merger is consummated, may constitute forward-
looking statements. In addition, forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe" or "continue" or the
negatives thereof or variations thereon or similar terminology. Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from our expectations are disclosed in this prospectus, including,
without limitation, in conjunction with the forward-looking statements included
in this prospectus and under "Risk Factors." All subsequent written and oral
forward-looking statements attributable to us or person's acting on our behalf
are expressly qualified in their entirety by the cautionary statements included
in this document. These forward-looking statements speak only as of the date of
this prospectus. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this document might not occur.
----------------

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<PAGE>

SUMMARY

This summary contains basic information about us and our 11 5/8 senior
subordinated discount notes due 2009. It may not contain all the information
that is important to you. We encourage you to read this entire document for an
understanding of the offering. In this prospectus, the words "company,"
"TeleCorp," "we," "our" and "us" refer to TeleCorp PCS, Inc. and its
consolidated subsidiaries, prior to the pending merger discussed below. After
the merger, TeleCorp and Tritel, Inc. will become wholly-owned subsidiaries of a
new holding company which is currently named TeleCorp-Tritel Holding Company. In
this prospectus, "Tritel" refers to Tritel, Inc. and its subsidiaries prior to
the pending merger and "holding company" refers to TeleCorp-Tritel Holding
Company and its subsidiaries after the merger, including TeleCorp and Tritel. We
will refer to AT&T Wireless PCS, LLC as "AT&T Wireless", AT&T Wireless Services,
Inc. as "AT&T Wireless Services" and AT&T Corp. as "AT&T." Except as otherwise
indicated and for historical financial information, all information in this
prospectus gives effect to the private offering of 10 5/8% senior subordinated
notes in the aggregate principal amount of $450 million. We define certain terms
used in this prospectus in the Glossary of Selected Terms.

TeleCorp

We are the largest AT&T Wireless affiliate in the United States in terms of
licensed population, with licenses to serve approximately 16.7 million people in
50 markets based upon an independent valuation report. We have currently
launched service in 32 of these markets covering approximately 12.4 million
people, or approximately 74% of the population where we hold licenses in the
United States and Puerto Rico. We provide digital wireless personal
communications services, or PCS, in our covered markets and as of April 30,
2000, we had more than 254,000 customers. We have joined with Tritel and Triton
PCS, two other AT&T Wireless affiliates, to operate under a common regional
brand name, SunCom. In February 2000, we entered into agreements with AT&T
Wireless and AT&T Wireless Services as a result of which we expect to increase
our PCS licenses to a total of approximately 21.5 million people in 63 markets.
These markets will encompass a contiguous territory including nine of the 100
largest metropolitan areas in the United States and popular vacation
destinations such as: New Orleans and Baton Rouge, Louisiana; Memphis,
Tennessee; Little Rock, Arkansas; Milwaukee and Madison, Wisconsin; Des Moines,
Iowa; and San Juan, Puerto Rico and the U.S. Virgin Islands.

Strategic Alliance With AT&T Wireless

AT&T is one of our largest investors and, upon consummation of the
agreements entered into in February 2000, will have increased its ownership
interest in us to approximately 23% from approximately 17%. As an AT&T Wireless
affiliate, we benefit from many business, operational and marketing advantages,
including:

. Exclusivity. We are AT&T's exclusive provider of wireless mobility
services using equal emphasis co-branding with AT&T in our covered
markets, subject to AT&T's right to resell services on our network.

. Brand. We have the right to use the AT&T brand name and logo together
with the SunCom brand name and logo in our markets, giving equal
emphasis to each. We also benefit from AT&T's nationwide advertising and
marketing campaigns.

. Roaming. We are AT&T's preferred roaming partner for digital customers
in our markets. Our roaming revenues increased from approximately $1.9
million in the first quarter of 1999 to approximately $11.5 million in
the first quarter of 2000. We believe our AT&T Wireless affiliation will
continue to provide us with a valuable base of recurring roaming
revenue.

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<PAGE>

. Coast-to-Coast Coverage. Outside our markets, our customers can place
and receive calls in AT&T Wireless's markets and the markets of AT&T
Wireless's other roaming partners.

. Products and Services. We receive preferred terms on selected products
and services, including handsets, infrastructure equipment and back
office support from companies who provide these products and services to
AT&T.

. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns. In addition, we work with AT&T's national sales
representatives to jointly market our wireless services to AT&T
corporate customers located in our markets.

Pending Transactions

On February 28, 2000, we agreed to merge with Tritel through a merger of each
of us and Tritel into newly formed subsidiaries of a new holding company. The
new holding company, to be called TeleCorp-Tritel Holding Company, will be
controlled by our voting preference common stockholders, and we and Tritel will
become subsidiaries of the holding company. In connection with the merger, AT&T
Wireless Services agreed to contribute certain wireless rights and commitments
in the midwestern United States, including Milwaukee and Madison, Wisconsin,
cash of approximately $20 million and a two year extension of its brand license
in exchange for 9,272,740 common shares in the newly formed holding company.
Should these assets be contributed to the holding company rather than the
Company, the holding company will contribute these assets to us, other than the
$20 million in cash and the two year extension of its brand license that we will
have the benefit of. Additionally, in a separate transaction with AT&T Wireless,
we agreed to exchange our licenses in several New England markets for certain
wireless properties or rights to acquire additional wireless properties in
certain markets in Wisconsin and Iowa, including Des Moines, and a net cash
payment to us of approximately $68 million. We also obtained the right to extend
the term and geographic coverage of AT&T's license agreement and AT&T Wireless
Services' roaming agreement with us to include the new markets, either through
amending our existing agreements or entering into new agreements with the
holding company on substantially the same terms as our existing agreements. AT&T
has also agreed to extend its affiliation agreements to include licenses
covering an additional 1.4 million people in the Midwest if we acquire them. We
will refer to the transactions described above as the "pending
transactions."

Recent Developments

On July 11, 2000 we priced the private offering of $450 million principal amount
of 10 5/8% senior subordinated notes due 2010. The private offering is made to
qualified institutional buyers in the United States and to certain investors
outside the United States. The purpose of the private offering is to, among
other things, fund capital expenditures, including those for PCS licenses to be
acquired as we grow our presence in digital wireless communications services.
The offering is expected to close on July 14, 2000. For purposes of this
prospectus, we have assumed that the offering of the new senior subordinated
notes has been consummated, although we cannot give assurance that this in fact
will happen.

The private offering of new senior subordinated notes will be within the United
States to qualified institutional buyers and outside the United States to
certain non-US investors. The new senior subordinated notes have a ten-year
term, and interest is to be paid semi-annually in cash.

The new senior subordinated notes, at the time of issuance, will not be
registered under the Securities Act of 1933 or any state securities laws. Unless
they are so registered, these notes may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state
securities laws.

Competitive Strengths

Our goal is to provide our customers with simple-to-buy, easy-to-use
wireless services, including coverage across the nation, superior call quality,
competitive pricing and personalized customer care. In addition to our
strategic alliance with AT&T, we believe we have several key business,
operational and marketing advantages, including our:

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<PAGE>

characteristics for PCS, with an average population density of
approximately 30% above the national average and would include major
population and business centers and vacation destinations that attract
millions of visitors per year. As independent wholly-owned subsidiaries
of a new holding company, TeleCorp and Tritel would continue to operate
in service areas in the United States covering 35 million people and 16
of the 100 largest metropolitan areas.

. Experienced and Incentivized Management. Our 21 member senior management
team has an average of 11 years of experience with leaders in the
wireless industry such as AT&T, Bell Atlantic, BellSouth, Nextel,
ALLTELL and Sprint Spectrum. Together, they beneficially own
approximately 12% of our class A voting common stock on a fully-diluted
basis.

. Substantial Airwave Capacity. We have licenses with a minimum of 35 MHz of
airwaves in our major urban markets of San Juan and New Orleans and 30 MHz
in Little Rock and Memphis. Upon consummation of the pending transactions,
we will have 30 and 40 MHz of capacity in the major markets of Milwaukee
and Madison, Wisconsin, respectively. Megahertz, or MHz, represents a
measure of airwave capacity. These amounts are equal to or greater than
those held by each of our principal competitors in each of these markets.
We believe these amounts of airwaves will enable us to competitively deploy
new and enhanced voice and data services. This capacity will also permit us
to provide service to the increasing number of wireless users and to
service increased use by subscribers.

. Substantial Progress to Date. Since we initiated service in our first
market in February 1999, we have achieved substantial progress in the
completion of our network and growth of our business. As of April 30,
2000, we had over 254,000 customers. As of March 31, 2000 we had
constructed 815 integrated cell sites and six call connection sites and
had launched service in markets encompassing 74% of the total population
where we held our licenses. For the quarter ended March 31, 2000 we had
revenues of $55.4 million. Additionally, we had 56 SunCom company owned
stores, and over 1,300 additional outlets where retailers including
Circuit City, Cellular Warehouse, Metrocall, Office Depot, Staples, Best
Buy and Office Max offer our products and services.

. Advanced Digital Technology. We are continuing to build our network
using time division multiple access technology, which makes our network
compatible with AT&T's network and other time division multiple access
networks. This technology allows us to offer enhanced features and
services relative to standard analog cellular service, including
extended battery life, integrated voicemail, paging, fax and e-mail
delivery, enhanced voice privacy and short-messaging capability. Our
network will also serve as a platform for the development of mobile data
services such as two-way data messaging and two-way data and Internet
applications.

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<PAGE>

Corporate Structure

The following chart illustrates our corporate structure assuming the
consummation of the pending transactions. The notes were, and the new senior
subordinated notes will be, issued by TeleCorp and are not guaranteed by the
holding company or Tritel.

---------------
Holding Company
---------------
__________________|__________________
| |
------------------------------- \ ---------------------------- ----------------------------
Senior Credit Facilities -----------------\
$225.0 million /
------------------------------- /
<S> <C> <C>
-------------------------------
- New Senior Subordinated Notes
$450.0 million
\
- 11 5/8% Notes -----------------\ TeleCorp PCS, Inc. Tritel, Inc.
$364.3 million accreted value /
------------------------------- /

------------------------------- \
Vendor Financing -----------------\
$44.4 million /
------------------------------- / ---------------------------- -----------------------------
|
_______________________________________ |
| |
----------------------------------- --------------------------------
TeleCorp Communications, Inc.
-PCS Operations TeleCorp Holding Corp., Inc. --------------------------------
and TeleCorp LLC / Government License
-Guarantor of the /------- Obligations
New Senior Subordinated Notes -Holders of Licenses \ $17.6 million
and the 11 5/8% Notes \ --------------------------------
------------------------------------ --------------------------------
</TABLE>

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<PAGE>

THE NOTES

Issuer..................... TeleCorp PCS, Inc.

Securities................. $575,000,000 aggregate principal amount at
maturity of 11 5/8% Senior Subordinated
Discount Notes due 2009.

Maturity Date.............. April 15, 2009.

Interest and Accretion..... The notes will accrete in value until April
15, 2004, compounded semi-annually. At that
time, cash interest on the notes will accrue
and become payable on April 15 and October 15
of each year, beginning on October 15, 2004.
The yield to maturity of the notes is 11 5/8%
computed on a semi-annual bond-equivalent
basis calculated from April 23, 1999.

Original Issue Discount.... We issued the notes with original issue
discount for U.S. federal income tax
purposes. When computing gross income for
U.S. federal income tax purposes, a holder of
the notes will be required to include in
gross income a portion of the original issue
discount for each day during each taxable
year in which any notes are held, even though
no cash interest payments on the notes will
be made prior to October 15, 2004. The
original issue discount will be equal to the
difference between the sum of all cash
payments, whether denominated as interest or
principal, to be made on the notes and the
issue price of the notes. See "U.S. Federal
Tax Considerations--Tax Consequences to U.S.
Holders."

Optional Redemption........ On or after April 15, 2004, we may redeem
some or all of the notes at the redemption
prices described under "Description of the
Notes--Optional Redemption," together with
accrued and unpaid interest, if any, to the
date of redemption.

Before April 15, 2002, we may redeem up to
35% of the aggregate principal amount at
maturity of the notes with the net cash
proceeds of equity offerings at a redemption
price equal to 111 5/8% of the accreted value
of the notes as of the date of redemption,
provided that at least 65% of the aggregate
principal amount at maturity of the notes
remains outstanding immediately after the
redemption. See "Description of the Notes--
Optional Redemption."

Change of Control.......... If we experience a change of control, you
will have the right to require us to
repurchase your notes at a price equal to
101% of either the accreted value or the
principal amount at maturity of the notes, as
applicable, together with accrued and unpaid
interest, if any, to the date of repurchase.
See "Description of the Notes--Change of
Control."

Subsidiary Guarantees...... The notes are fully and unconditionally
guaranteed on an unsecured, senior
subordinated basis by TeleCorp
Communications. Some of our future
subsidiaries that incur debt will fully and
unconditionally guarantee the notes on an
unsecured, senior subordinated basis. If we
fail to make payments on the notes, our
guarantor subsidiaries must make them
instead. Each of our guarantor subsidiaries
also guarantees our senior credit facilities
and are jointly and severally liable on a
senior basis with us for all obligations
under them. Not all of our subsidiaries
guarantee payments on the notes. All
obligations under our senior credit
facilities are secured by pledges of all the

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<PAGE>

capital stock of all our subsidiaries and security
interests in, or liens on, substantially all of our
other tangible and intangible assets and the
tangible and intangible assets of our subsidiaries.
See "Description of the Notes--Subsidiary
Guarantees," "--Important Covenants" and "Our
Indebtedness--Senior Credit Facilities."

Ranking................... The notes and the subsidiary guarantees are
unsecured and:

. subordinate in right of payment to all of
our and our guarantor subsidiaries' existing and
future senior debt, including our and our
guarantor subsidiaries' obligations under our
senior credit facilities;

. equal in right of payment with any of our
and our guarantor subsidiaries' new 10 5/8%
Senior Subordinated Notes due 2010 and related
guarantees, as well as future senior subordinated
debt; and

. senior in right of payment to all of our and
our guarantor subsidiaries' subordinated debt.

As of March 31, 2000:

. our outstanding senior debt was
approximately $242.6 million, excluding unused
commitments under our senior credit facilities;

. our outstanding senior subordinated debt was
approximately $364.3 million (excluding the $450
million of the new senior subordinated notes); and

. our outstanding subordinated debt was
approximately $44.4 million.

In addition:

. the outstanding senior debt guaranteed by
our guarantor subsidiary was approximately $225.0
million;

. the outstanding senior subordinated debt
guaranteed by our subsidiary guarantor was
approximately $364.3 million (excluding the $450
million of the new senior subordinated notes); and

. our subsidiary guarantor had no subordinated
debt.

Our subsidiaries who do not guarantee the notes had
approximately $17.6 million of senior debt,
consisting entirely of debt owed to the U.S.
government related to our licenses and guaranteed
approximately $225.0 million of our borrowing under
our senior credit facilities. These subsidiaries had
no senior subordinated debt or subordinated
debt.

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<PAGE>

Restrictive Covenants...... We issued the outstanding notes under an indenture
with Bankers Trust Company, as trustee. The
indenture restricts, among other things, our ability
and the ability of some of our subsidiaries to:

. incur debt;

. create levels of debt that are senior to the
notes but junior to our senior debt;

. pay dividends on or redeem capital stock;

. make some investments or redeem other
subordinated debt;

. make particular dispositions of assets ;

. engage in transactions with affiliates;

. engage in particular business activities;
and

. engage in mergers, consolidations and
particular sales of assets.

The indenture also limits our ability to permit
restrictions on the ability of some of our
subsidiaries to pay dividends or make other
distributions.

For more details, see "Description of the Notes--
Important Covenants" and "--Merger, Consolidation
and Sales of Assets."

Risk Factors

You should consider carefully all of the information described in this
prospectus and, in particular, you should evaluate the specific factors under
"Risk Factors" beginning on page 10.

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<PAGE>

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth our summary historical consolidated financial
and other data for the years ended December 31, 1998 and 1999, and as of March
31, 2000 and for the three months ended March 31, 1999 and 2000. The statements
of operations data for the years ended December 31, 1998 and 1999, are derived
from our audited consolidated financial statements. The statements of operations
data for the three months ended March 31, 1999 and 2000 are derived from our
unaudited consolidated financial statements. The balance sheet data at March 31,
2000 is derived from our unaudited consolidated financial statements. All the
data should be read in conjunction with "Capitalization," "Selected Historical
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our Consolidated Financial Statements and the
related notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
For the three
For the year ended months ended
December 31, March 31,
----------------------- -------------------------
1998 1999 1999 2000
--------- ------------ ----------- ------------
(unaudited) (unaudited)
($ in thousands)
<S> <C> <C> <C> <C>
Statements of Operations
Data:
Revenue:
Service................... $ -- $ 41,319 $ 504 $ 36,937
Roaming................... 29 29,010 1,878 11,452
Equipment................. -- 17,353 1,858 7,057
--------- ------------ ----------- ------------
Total revenue............. 29 87,682 4,240 55,446
--------- ------------ ----------- ------------
Operating expenses:
Cost of revenue........... -- 39,259 2,684 19,026
Operations and
development.............. 9,772 35,979 7,702 10,966
Selling and marketing..... 6,325 71,180 7,855 34,625
General and
administrative........... 26,239 92,585 10,179 27,276
Depreciation and
amortization............. 1,584 55,110 2,764 23,468
--------- ------------ ----------- ------------
Total operating expenses.. 43,920 294,113 31,184 115,361
--------- ------------ ----------- ------------
Operating loss............ (43,891) (206,431) (26,944) (59,915)
Other (income) expense:
Interest expense.......... 11,934 51,313 6,320 16,990
Interest income........... (4,697) (6,464) (1,041) (2,384)
Other expense (income).... 27 (284) 70 (22)
--------- ------------ ----------- ------------
Net loss................... (51,155) (250,996) (32,293) (74,499)
Accretion of mandatorily
redeemable preferred
stock..................... (8,567) (24,124) (4,267) (7,733)
--------- ------------ ----------- ------------
Net loss attributable to
common equity............. $ (59,722) $ (275,120) $ (36,560) $ (82,232)
========= ============ =========== ============
Other Data:
Subscribers (end of
period).................. -- 142,231 8,805 228,337
Covered population (end of
period).................. -- 11.0 million 6.1 million 12.4 million
Deficiency of earnings to
fixed charges............. $ (59,722) $ (255,626) $ (74,774)
</TABLE>

<TABLE>
<CAPTION>
At March 31,
2000
------------
(unaudited)
<S> <C>
Balance Sheet Data:
Cash and cash equivalents...................................... $ 94,606
Working capital................................................ 8,452
Property and equipment, net.................................... 461,742
PCS licenses and microwave relocation costs, net............... 273,396
Intangible assets--AT&T agreements, net........................ 36,119
Total assets................................................... 948,654
Total debt..................................................... 651,325
Mandatorily redeemable preferred stock, net.................... 270,914
Total stockholders' equity (deficit)........................... $ (125,840)
</TABLE>

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RISK FACTORS

An investment in the notes involves risk. In addition to the other
information in this prospectus, you should consider carefully the following
risks in deciding whether to purchase notes.

Risks Relating to Our Business, Operations and Strategy

We continue to incur significant operating losses, and we may not be able to
generate positive cash flow from our operations in the future.

We have a limited operating history and a history of operating losses. We
incurred cumulative operating losses through March 31, 2000 of approximately
$313.7 million. We expect to continue to incur operating losses and to generate
negative cash flow from operating activities during the next several years
while we develop our business and expand our networks. Our business has
required and will continue to require substantial capital expenditures. In
addition, we have to dedicate a substantial portion of any cash flow from
operations to make interest and principal payments on our debt, as well as our
subsidiaries' debt, which will reduce funds available for capital expenditures
and other purposes. If we do not achieve and maintain positive cash flow from
operations on a timely basis, we may be unable to develop our network or to
conduct our business in an effective or competitive manner.

We may not be able to develop the markets we agreed to acquire in the pending
transactions with AT&T Wireless.

We agreed to acquire undeveloped and partially developed licenses from AT&T
Wireless in exchange for certain of our markets which already have established
operations. Our customer base and revenue will decrease after we exchange the
developed markets. In addition, we may not be able to obtain lease sites,
network equipment or government or other approvals necessary in order to
successfully develop the new markets. If we cannot successfully construct the
new network, we may not be able to compensate for the decrease in customer base
or revenue from the exchange of our developed market, which may slow our growth
and our ability to compete in the wireless communications industry.

We may not be able to obtain sufficient financing to complete our network,
particularly with regard to the licenses we agreed to acquire from AT&T
Wireless and to fund our operating losses.

We will make significant capital expenditures to finish the building, testing
and deployment of our network, particularly with regard to the licenses in the
midwestern United States that we have agreed to acquire from AT&T Wireless. The
actual expenditures necessary to achieve these goals may differ significantly
from our estimates. We cannot predict whether any additional financing we may
need will be available, what the terms of any such additional financing would be
or whether our existing debt agreements would allow additional financing. We may
incur variable rate debt, which would make us more vulnerable to interest rate
increases. If we cannot obtain additional financing when needed, we will have to
delay, modify or abandon some of our plans to construct the remainder of our
network. This could slow our growth and negatively impact our ability to compete
in the wireless communications industry and to fund operations.

We would have to obtain additional financing, and the buildout of our
network could be delayed if, among other things:

. any of our sources of capital are unavailable or insufficient;

. we significantly depart from our business plan;

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<PAGE>

. we experience unexpected delays or cost overruns in the construction of
our network;

. we experience increases in operating costs;

. changes in technology or governmental regulations create unanticipated
costs;

. we acquire additional licenses; or

. revenue from subscribers is lower than anticipated.

Some of our stockholders are obligated to make equity contributions to us in
the future and we cannot guarantee that they will make those contributions.

We received unconditional and irrevocable equity commitments from some of
our stockholders in connection with the completion of various business
ventures. In return for these commitments, these stockholders received shares
of our common and preferred stock, which they pledged to us and to our senior
bank lenders to collateralize their commitments. These stockholders are
required to fund $37.7 million of these commitments in 2000, $48.5 million in
2001 and the remaining $11.0 million in 2002. In the event that any of these
stockholders do not fund the remaining portions of their commitments, we could
foreclose on their pledged shares, but we would likely have to obtain
alternative financing to complete our network. Such financing may not be
available on terms satisfactory to us, if at all. If we are unable to secure
alternate financing, we may have to delay, modify or abandon some of our plans
to construct the remainder of our network.

We may not be able to acquire the sites necessary to complete our network.

We must lease or otherwise acquire rights to use sites for the location of
network equipment and obtain zoning variances and other governmental approvals
for construction of our network and to provide wireless communications
services to customers in our licensed areas. If we encounter significant
difficulties in leasing or otherwise acquiring rights to sites for the
location of network equipment, we may need to alter the design of our network.
In many cases, we will be required to obtain zoning variances and other
governmental approvals or permits. In addition, because of concern over radio
frequency emissions and tower appearance, some local governments have
instituted moratoria on further construction of antenna sites until the
respective health, safety and historic preservation aspects of this matter are
studied further. Changes in our development plan could slow the construction
of our network, which would make it harder to compete in the wireless
communications industry or cause us not to meet development requirements.

We may have difficulty in obtaining infrastructure equipment.

The demand for the equipment that we require to construct our network is
considerable and manufacturers of this equipment could have substantial
backlogs of orders. Accordingly, the lead time for the delivery of this
equipment may be long. Some of our competitors purchase large quantities of
communications equipment and may have established relationships with the
manufacturers of this equipment. Consequently, they may receive priority in
the delivery of this equipment. Our agreements with vendors contain penalties
if they do not deliver the equipment according to schedule. Nevertheless, the
vendors may fail to deliver the equipment to us in a timely manner. If we do
not receive the equipment in a timely manner, we may be unable to provide
wireless communications services comparable to those of our competitors. In
addition, we may be unable to satisfy the requirements regarding the
construction of our network contained in Federal Communications Commission
regulations and our agreements with AT&T. Our failure to construct our network
in a timely manner could limit our ability to compete effectively, cause us to
lose our licenses or cause us to breach our agreements with AT&T, which, in
turn, could materially adversely affect us.

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Changes in technology and customer demands could adversely affect us.

If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We use the TDMA, or time division
multiple access, technology standard in our network. Other digital
technologies, such as CDMA, or code division multiple access, and GSM, or
global system for mobile communications, may have significant advantages over
TDMA. It is anticipated that CDMA-based PCS providers will own licenses
covering virtually all of the United States population. Other PCS providers
have deployed GSM technology in many of our markets. GSM is the prevalent
standard in Europe. In addition, it is possible that a digital transmission
technology other than TDMA may gain sufficient acceptance in the United States
to adversely affect the resources currently devoted by vendors to improving
TDMA digital cellular technology. If consumers perceive that another
technology has marketplace advantages over TDMA, we could experience a
competitive disadvantage or be forced to implement that technology at
substantially increased cost.

Although all three standards are digital transmission technologies and
share certain basic characteristics that differentiate them from analog
transmission technology, they are not compatible or interchangeable with each
other. In order to roam in other markets where no PCS licensee utilizes the
TDMA standard, our subscribers must utilize tri-mode handsets to use an analog
or digital cellular system in such markets. Generally, tri-mode handsets are
more expensive than single- or dual-mode handsets. The higher cost of these
handsets may impede our ability to attract subscribers or achieve positive
cash flow as planned.

Our agreements with AT&T include conditions requiring us to upgrade our
technology to match the technology of AT&T. We may not be able to successfully
purchase and install the equipment necessary to allow us to convert to a new
or different technology or to adopt a new or different technology at an
acceptable cost, if at all. In addition, the technologies that we choose to
invest in may not lead to successful implementation of our business plan.

We may not be able to manage the construction of our network or the growth of
our business successfully.

We expect to experience rapid growth and development in a relatively short
period of time. Our financial performance will depend on our ability to manage
such growth and the successful construction of our network. Our management may
not be able to direct our development effectively, including implementing
adequate systems and controls in a timely manner or retaining qualified
employees. This inability could slow our growth and our ability to compete in
the wireless communications service industry.

We may experience a high rate of customer turnover that could negatively
impact our business.

Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. Our strategy to address customer turnover may not be successful, or
the rate of customer turnover may be unacceptable. The rate of customer
turnover may be the result of several factors, including network coverage,
reliability issues such as blocked and dropped calls, handset problems, non-
usage of phones, change of employment, affordability and customer care
concerns. Price competition and other competitive factors could also cause
increased customer turnover.

Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company which could result in a negative perception of our
brand.

We use the SunCom brand name to market our products and services in
conjunction with other affiliates of AT&T Wireless Services, Tritel and
Triton, in order to broaden our marketing exposure and

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share the costs of advertising. If Tritel or Triton has problems in developing
and operating its network, it could harm consumer perception of the SunCom
brand and, in turn, harm our reputation and business.

Our use of the SunCom trademark may expose us to litigation.

The State of Florida has contacted AT&T Wireless Services concerning
Florida's alleged rights in the SunCom trademark. Florida uses the trademark
SunCom for a communications network used solely by state agencies in Florida
and certain not-for-profit entities that conduct a threshold level of business
with the state. If we are not successful in reaching an amicable resolution
with Florida regarding the SunCom trademark, we may need to litigate to
determine the scope of the rights of the state with respect to the SunCom
trademark. The outcome of any litigation is uncertain, and we may not have a
continuing right to use the SunCom brand name in the areas in which Florida
has done business under the SunCom trademark.

We are dependent on the services of our senior management and on a management
agreement with TeleCorp Management Corp.

Our success depends upon the services of the members of our senior
management team, particularly Mr. Vento, Mr. Sullivan and Ms. Dobson, and
their ability to implement our business plan and manage our business. The loss
of the services of one or more of these individuals could materially adversely
affect us.

Under our management agreement with TeleCorp Management Corp., TeleCorp
Management Corp. provides management services to us regarding the design,
development and operation of our network. We depend upon TeleCorp Management
Corp. to perform its obligations under the management agreement. TeleCorp
Management Corp., which is wholly owned by Mr. Vento and Mr. Sullivan, had no
operating history before it began providing services to us. The management
agreement terminates:

. upon thirty days' notice from TeleCorp Management Corp.;

. upon our or our stockholders removing Mr. Vento or Mr. Sullivan as a
director of TeleCorp;

. if we do not pay TeleCorp Management Corp.;

. if we become bankrupt; or

. on July 17, 2003, unless renewed.

If the management agreement is terminated, our success and our ability to
comply with the rules regarding F-Block and C-Block licenses could be
materially adversely affected.

Some of our stockholders have affirmative or negative control of us and they
may have an interest different than yours.

Messrs. Vento and Sullivan control a majority of our voting power and,
after the merger, will control a majority of the holding company's voting
power. AT&T Wireless and certain other equity holders of ours and, after the
merger, of the holding company have veto power of certain actions. Messrs.
Vento and Sullivan, together with these equity holders, control the election
of our board of directors and, after the merger, of the holding company's
board of directors. Directors and officers of a company generally do not owe a
fiduciary duty to holders of debt securities, such as the notes, and they may
not act in the best interests of the holders of the notes. Additionally, these
stockholders' interests could conflict with our interests, and we may not be
able to resolve any such conflict in our favor.

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Risks relating to our pending merger with Tritel and other pending agreements

We may be unable to consummate our pending merger with Tritel and other
pending agreements.

We have entered into agreements:

. to merge with Tritel, where we and Tritel will become subsidiaries of a
newly formed holding company;

. to acquire from AT&T Wireless Services wireless rights and commitments
in the midwestern United States, a two year extension of AT&T's brand
license and additional capital in exchange for common shares in the
newly formed holding company;

. to exchange our licenses in several New England markets for certain
wireless properties or rights to acquire additional wireless properties
of AT&T Wireless in the Milwaukee, Wisconsin and Des Moines, Iowa
markets; and

. to extend the term and geographic coverage of AT&T's license agreement
and AT&T Wireless Services' roaming agreement with us to include the new
markets and additional funding.

Each of these transactions is subject to final Federal Communications
Commission approvals as well as other conditions. Additionally, the
acquisition from AT&T Wireless Services of such wireless rights and
commitments is conditional upon the merger and the exchange of licenses
described above. Accordingly, we cannot be certain if and when we will
consummate these transactions, nor can we be certain of the final terms of
these transactions.

We may not be able to exercise the right to acquire licenses which AT&T
Wireless Services has the right to acquire.

As part of the contribution from AT&T Wireless Services, we will receive an
assignment of AT&T Wireless Services' rights under several agreements to
purchase licenses covering certain markets in Wisconsin and Iowa. Our ability to
exercise these rights is subject to numerous conditions and contingencies. There
can be no assurance that we will obtain any or all of these licenses. If we
cannot exercise our rights to acquire some or all of these licenses, we will not
acquire additional spectrum in Wisconsin and Iowa, which may slow our growth and
our ability to compete in the wireless communications industry. See "The Pending
Merger and Related Transactions--Concurrent Transactions."

Risks Relating to our Relationship with AT&T

We depend on agreements with AT&T for our success, and would have difficulty
operating without them.

We have entered into a number of agreements with AT&T, including:

. a license agreement;

. a stockholders' agreement;

. an intercarrier roamer services agreement;

. a roaming administration service agreement; and

. a long distance agreement.

Our business strategy depends on our relationship with AT&T. We, along with
our operating subsidiaries, are dependent on co-branding, roaming and service
relationships with AT&T under our joint venture agreements. These
relationships are central to our business plan. If any of these relationships
were terminated, our business strategy could be significantly affected and, as
a result, our operations and future prospects could be adversely affected.

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The AT&T agreements create an organizational and operational structure that
defines the relationships between AT&T and us. Because of our dependence on
these relationships, it is important for you to understand that there are
circumstances in which AT&T can terminate our right to use its brand name, as
well as other important rights under the joint venture agreements, if we
violate the terms of the joint venture agreements or if certain other events
occur.

We have agreements with AT&T Wireless for equipment discounts. Any
disruption in our relationship with AT&T Wireless could hinder our ability to
obtain the infrastructure equipment that we use in our network or harm our
relationship with our vendors.

If we fail to maintain certain quality standards, violate terms of our
licenses or AT&T Wireless engages in certain combination transactions, AT&T
could terminate its exclusive relationship with us and our rights to use the
AT&T brand.

If we fail to meet specified customer care, reception quality and network
reliability standards set forth under the stockholders' agreement, AT&T
Wireless may terminate AT&T Wireless's exclusivity obligations with us and
AT&T may terminate our rights to use the AT&T brand. If AT&T Wireless
terminates its exclusivity obligations, other providers could then enter into
agreements with AT&T Wireless, exposing us to increased competition, and we
could lose access to customers. If we lose our rights to use the AT&T brand,
we would lose the advantages associated with AT&T's marketing efforts and
customers may not recognize our brand readily. We may have to spend
significantly more money on advertising to create brand recognition.

AT&T can terminate our license to use the AT&T brand name, our designation
as a member of the AT&T Wireless network, or our use of other AT&T service
marks if we violate the terms of the license or otherwise breach one of the
AT&T agreements. The exercise by AT&T of any of these rights, or other rights
described in the AT&T agreements, could significantly and materially adversely
affect our operations and revenues.

In addition, if AT&T or its affiliates combines with specified entities
with over $5 billion in annual revenues from telecommunications activities,
that derive less than one-third of their aggregate revenues from the provision
of wireless telecommunications and that have PCS or cellular licenses that
cover at least 25% of the people covered by our licenses, then AT&T Wireless
may terminate its exclusivity obligations with us in markets that overlap with
markets of those entities. Other providers could then enter into agreements
with AT&T Wireless in those markets, exposing us to increased competition, and
we could lose access to customers.

We rely on AT&T Wireless Services for a significant portion of our roaming
revenue and a decrease in this roaming revenue may have a negative impact on
our business.

Under the roaming agreement, the roaming rate that AT&T Wireless Services
pays to us when AT&T Wireless Services' customers roam onto our network will
decline over each of the next several years in certain of our markets. This
may affect our roaming revenue, most of which has historically been derived
from AT&T Wireless Services' customers traveling through our markets.

We rely on the use of the AT&T brand name and logo to market our services,
and a loss of use of this brand name and logo or a decrease in the market
value of this brand name and logo would hinder our ability to market our
products and may have an adverse effect on our business and results of
operations.

The AT&T brand and logo is highly recognizable and AT&T supports its brand
and logo by its marketing. If we lose our rights to use the AT&T brand and
logo under the license agreements with our subsidiaries, we would lose the
advantages associated with AT&T's marketing efforts.

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If we lose the rights to use this brand and logo, customers may not
recognize our brand readily and we may have to spend significantly more money
on advertising to create brand recognition.

In addition, our results of operations are highly dependent on our
relationship with AT&T and AT&T Wireless, their success as wireless
communications providers and the value of the AT&T brand and logo. If AT&T
Wireless encounters problems in developing and operating its wireless network
and its reputation as a wireless communications provider declines, it could
adversely affect the value to us of the AT&T brand, our agreements with
various AT&T entities and our results of operations. In that event, we may
need to invest heavily in obtaining other operating agreements and in
marketing our brand to develop our business, and we may not have funds to do
so.

AT&T Wireless can at any time require us to enter into a resale agreement
that would allow AT&T Wireless to sell access to, and usage of, our services
in its licensed area on a nonexclusive basis using the AT&T brand.

Under the terms of a stockholders' agreement, we are required to enter into
a resale agreement at AT&T Wireless's request. The resale agreement will allow
AT&T Wireless to sell access to, and usage of, our services in its licensed
area on a nonexclusive basis and using the AT&T brand. AT&T Wireless may be
able to develop its own customer base in our licensed area during the term of
the resale agreement.

AT&T Wireless may terminate its rights under the stockholders' agreement,
which could result in increased competition with us for subscribers who
otherwise might use our services that are co-branded with AT&T.

If AT&T Wireless engages in specified business combinations, the exercise
of its termination rights under the stockholders' agreement could result in
increased competition detrimental to our business. We cannot assure you that
AT&T Wireless will not enter into such a business combination, and the
termination of the non-compete and exclusivity provisions of the stockholders'
agreement could have a material adverse effect on our operations.

We may not be able to engage in certain activities and make acquisitions
outside of our license footprint and this may limit our future growth.

Generally, under our agreements with AT&T, we cannot engage in any business
other than providing mobile wireless telecommunications services using TDMA
technology or ancillary businesses, or make acquisitions of licenses outside
of our license footprint without the approval of AT&T Wireless. This
limitation on our ability to engage in other businesses or acquire additional
licenses outside of our footprint may inhibit our future growth.

Risks Relating to the Notes

We have substantial debt which we may not be able to service.

We have a substantial amount of debt. As of March 31, 2000, after giving
effect to the offering of the new senior subordinated notes, our outstanding
debt consisted of (1) approximately $242.6 million of senior debt, consisting of
approximately $225.0 million of borrowings under our senior credit facilities
and $17.6 million of debt owed to the U.S. government related to our licenses,
(2) approximately $364.3 aggregate accreted value of the notes, (3) $450
million of the new senior subordinated notes and (4) approximately $44.4 million
of junior subordinated notes issued to Lucent in connection with the vendor
financing. In addition, Lucent has committed to make available up to an
additional $50.0 million of junior subordinated notes in connection with our
development of new markets. We may incur additional debt in the future. The
indentures governing the notes and the new senior subordinated notes permit us
to incur additional debt, subject to certain limitations. Our senior credit
facilities

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<PAGE>

provide for total borrowings in the amount of up to $560.0 million, and, in
certain circumstances, for additional borrowings in the amount of up to $40.0
million. As of March 31, 2000, the vendor financing provided by Lucent
provided for us to issue up to an additional $25.0 million aggregate principal
amount of notes based upon our current markets.

The substantial amount of our debt will have a number of important
consequences for our operations, including:

. we may not have sufficient funds to pay interest on, and principal of,
our debt (including the notes and the new senior subordinated notes);

. if payments on any debt owed to the U.S. government are not made when
due, the Federal Communications Commission may:

. impose substantial financial penalties;

. reclaim and reauction the related licenses, and impose a significant
financial penalty in respect of each license that is reclaimed and
reauctioned;

. deny renewal of any other licenses; and

. pursue other enforcement measures;

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

. we may not be able to obtain additional financing for capital
requirements, capital expenditures, working capital requirements and
other corporate purposes;

. some of our debt, including borrowings under our senior credit
facilities, will be at variable rates of interest, which could result in
higher interest expense in the event of increases in interest rates;

. pledges of the capital stock of our subsidiaries and liens on
substantially all of our other assets and the assets of such
subsidiaries secure the debt incurred under our senior credit facilities
and this debt matures prior to the maturity of the notes; and

. our ability to adjust to changing market conditions and to withstand
competitive pressures could be limited, and we may be vulnerable to
additional risk in the event of a downturn in general economic
conditions or our business.

Our ability to make payments on our debt, including the notes and the new
senior subordinated notes, depends upon our future operating performance, which
is subject to general economic and competitive conditions and to financial,
business and other factors, many of which we cannot control. If our cash flow
from our operating activities is insufficient, we may take certain actions,
including delaying or reducing capital expenditures, attempting to restructure
or refinance our debt, selling assets or operations or seeking additional equity
capital. We may be unable to take any of these actions on satisfactory terms or
in a timely manner. Further, any of these actions may not be sufficient to allow
us to service our debt obligations. Our existing debt agreements limit our
ability to take certain of these actions. The indenture governing the notes and
the indenture governing the new senior subordinated notes contain similar
restrictions. Our failure to earn enough to pay our debts or to successfully
undertake any of these actions could, among other things, materially adversely
affect the market value of the notes.

Our debt instruments contain restrictive covenants that may limit our
operating flexibility.

The documents governing our indebtedness, including the credit facilities
and senior subordinated note indentures, contain significant covenants that
limit our ability to engage in various transactions and, in the case of the
credit facilities, require satisfaction of specified financial performance
criteria. In

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addition, under each of these documents, the occurrence of specific events, in
some cases after notice and grace periods, would constitute an event of
default permitting acceleration of the respective indebtedness. The
limitations imposed by the documents governing the outstanding indebtedness
are substantial, and if we fail to comply with them our debts could become
immediately payable at a time when we are unable to pay them.

We may have to make concessions to obtain bank consents necessary to
consummate the merger.

We must obtain various consents from certain banks in order to complete the
merger. We have not yet received any bank consents. We may have to make
concessions in order to obtain these bank consents. There is no assurance that
these concessions will not have a material adverse effect on us.

The notes are subordinate to other debt that encumbers our assets.

The right to payment on the notes is subordinate to all of our existing and
future senior debt. Similarly, each subsidiary guarantee of the notes is
subordinate to all existing and future senior debt of the applicable guarantor.
In the event of a bankruptcy, liquidation, dissolution, reorganization or
similar proceeding with respect to us or any guarantor, our or such guarantor's
assets will be available to pay obligations on the notes or the applicable
guarantee only after all outstanding senior debt of that party has been paid in
full. There may not be sufficient assets remaining to make payments on amounts
due on any or all of the notes then outstanding or any subsidiary guarantee. In
addition, under certain circumstances, an event of a default in the payment of
certain senior debt will prohibit us and the guarantors of the notes from paying
the notes or the guarantees of the notes. As of March 31, 2000:

. our outstanding senior debt was approximately $242.6 million (excluding
unused commitments of $335.0 million under our senior credit
facilities); and

. the outstanding senior debt of our subsidiary guarantor was approximately
$225.0 million (consisting entirely of guarantees of borrowings under our
senior credit facilities).

In addition, certain of our subsidiaries do not guarantee the notes. In the
event of a bankruptcy, liquidation, dissolution, reorganization or similar
proceeding with respect to any of these subsidiaries, the assets of these
subsidiaries will be available to pay obligations on the notes only after all
outstanding liabilities of the subsidiaries have been paid in full. As of March
31, 2000, the total liabilities of these subsidiaries was approximately $43.0
million, consisting of debt owed to the U.S. government related to our licenses
in the approximate amount of $17.6 million, trade payables in the approximate
amount of $12.8 million and other accrued expenses in the approximate amount of
$12.6 million.

Repayment of the notes is not, and repayment of the new senior subordinated
notes will not be, guaranteed by Tritel or the new holding company.

Although the indenture governing the notes limits the amount of debt we and
certain of our subsidiaries may incur, the amount of such debt could be
substantial and could be senior debt.

The notes and the guarantees of the notes are unsecured. Thus, the notes and
the guarantees of the notes rank junior in right of payment to any of our
secured debt or the secured debt of the guarantors of the notes to the extent of
the value of the assets securing that debt. The secured debt includes debt
incurred under our senior credit facilities, which is secured by liens on
substantially all of our assets and those of our subsidiaries. If an event of
default were to occur under our senior credit facilities, the lenders could
foreclose on that collateral regardless of any default with respect to the
notes. These assets would first be used to repay in full all amounts
outstanding under our senior credit facilities.

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Because a significant portion of our assets are intangible, they may have
little value upon a liquidation.

Our assets consist primarily of intangible assets, principally Federal
Communications Commission licenses, the value of which will depend
significantly upon the success of our PCS network business and the growth of
the PCS and wireless communications industries in general. If we default on
our indebtedness, or if we are liquidated, the value of these assets may not
be sufficient to satisfy our obligations to our creditors and debtholders,
including the holders of the notes.

We are dependent on our subsidiaries for funds necessary to make payments on
the notes.

Almost all of our operations are conducted through our subsidiaries. As a
result, we are dependent upon dividends from our subsidiaries for the funds
necessary to make payments on the notes. The indenture governing the notes and
the indenture governing the new senior subordinated notes limit restrictions on
the ability of certain of our subsidiaries to pay dividends or make certain
other distributions. Our senior credit facilities also restrict the ability of
these subsidiaries to pay dividends or make other distributions. In addition,
there can be no assurance that any such dividends or distributions will be
adequate to allow us to make payments on the notes.

We may not be able to satisfy our obligations owed to the holders of the
notes upon a change of control.

Upon the occurrence of a "change of control" as defined in the indenture
governing the notes and the indenture governing the new senior subordinated
notes, each holder of the notes will have the right to require us to repurchase
that holder's notes at a price equal to 101% of either the accreted value or the
principal amount at maturity of the notes, as applicable, together with accrued
and unpaid interest to the date of repurchase. Certain events which would
constitute a change of control under the indenture governing the notes and the
indenture governing the new senior subordinated notes would also constitute a
default under our senior credit facilities. In addition, our senior credit
facilities effectively prevent the repurchase of the notes by us in the event of
a change of control of us unless all amounts outstanding under our senior credit
facilities are repaid in full. Our failure to repurchase the notes would be a
default under the indenture governing the notes, which would be a default under
our senior credit facilities. The inability to repay all indebtedness
outstanding under our senior credit facilities upon acceleration thereof would
also be a default under the indenture governing the notes. Any default under our
senior credit facilities or the indenture governing the notes would materially
adversely affect our business, operations and financial results as well as the
market price of the notes. In the event of a change of control, we may not have
sufficient assets to satisfy all obligations under our senior credit facilities
and the indenture governing the notes and the indenture governing the new senior
subordinated notes. Any debt we incur in the future may also prohibit certain
events or transactions that would constitute a change of control under the
indenture governing the notes.

We may enter into transactions, including acquisitions, refinancings or
recapitalizations, or highly leveraged transactions, that do not constitute a
change of control under the indenture governing the notes. Any of these
transactions may result in an increase in our debt or otherwise affect our
capital structure, harm our credit ratings or have a material adverse affect on
holders of the notes.

There is no public market for the notes.

There is no established market for the notes. The notes are not listed on any
securities exchange and no quotation system quotes the notes. The initial
purchasers of the notes have told us that they intend to make a market in the
notes.

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<PAGE>

but they are not obliged to do so. The initial purchasers may discontinue any
market-making in the notes at any time in their sole discretion. If Chase
Securities Inc. conducts any market-making activities, it may be required to
deliver a market-making prospectus when effecting offers and sales of the notes
because affiliates of Chase Securities Inc. beneficially own some of our capital
stock. For so long as a market-making prospectus is required to be delivered,
the ability of Chase Securities Inc. to make a market in the notes depends, in
part, on our ability to maintain a current market-making prospectus.
Accordingly, we cannot ensure a liquid market for the notes, that you will be
able to sell your notes at a particular time or that the prices that you receive
when you sell will be favorable. Future trading prices of the notes will depend
on many factors, including our operating performance and financial condition,
prevailing interest rates and the market for similar securities.

You may be liable for taxes with respect to the notes before interest on the
notes is paid to you.

We issued the notes at a substantial discount from their principal amount at
maturity. Original issue discount, the difference between the stated redemption
price at maturity of the notes and the issue price of the notes, accrued from
April 23, 1999 and will be included in your gross income for federal income tax
purposes before you receive the cash payment of this interest.

We may not be able to take full advantage of tax deductions related to the notes
or net operating loss carryforwards.

U.S. federal income tax law may postpone or limit our deduction of interest or
original issue discount. U.S. federal income tax law limits the use of corporate
net operating loss carryforwards following particular ownership changes in a
corporation. This may limit our ability to use the net operating loss
carryforwards we have experienced or acquired to date to reduce future tax
liabilities.

If we become bankrupt, you may be limited in the amount you can claim, and you
may recognize taxable gain for any amounts you do collect.

If a bankruptcy case were commenced by or against us under the U.S. Bankruptcy
Code, your claim with respect to the principal amount of the notes may be
limited to the amount you paid for your notes and that portion of the accreted
original issue discount that is not deemed to constitute unmatured interest for
purposes of the U.S. Bankruptcy Code. This may be less than the accreted value
or the principal amount at maturity of your notes. Specifically, any original
issue discount that had not amortized as of the date of the bankruptcy filing
could constitute unmatured interest for purposes of the U.S. Bankruptcy Code. To
the extent that the U.S. Bankruptcy Code differs from the Internal Revenue Code
of 1986 in determining the method of amortization of original issue discount,
the amount you collect in a bankruptcy proceeding could be different than the
amount of original issue discount you have already recorded as taxable income
and you may recognize taxable gain or loss upon payment of your claim.

General declines in the market for securities like the notes may materially
adversely affect the trading market for the notes, and their liquidity,
regardless of our financial performance or prospects.

Risks Related to Our Industry

We face intense competition from other PCS and cellular providers and from
other technologies.

The viability of our PCS business will depend upon, among other things, our
ability to compete, especially on price, reliability, quality of service,
availability of voice and data features and customer care. In addition, our
ability to maintain the pricing of our services may be limited by competition,
including the entry of new service providers into our markets.

We compete directly in each of our markets with at least two wireless
communications service providers such as:

. Verizon Wireless;

. BellSouth;

. Powertel;

. Nextel;

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<PAGE>

. Voicestream Wireless Corporation;

. Puerto Rico Telephone Company;

. Centennial Cellular;

. SBC Communications;

. US Cellular;

. Sprint PCS; and

. ALLTEL.

Some of these providers have significant infrastructure in place, often at
low historical cost, and have been operational for many years, with
substantial existing subscriber bases, and may have greater capital resources
than we do. We also face competition from paging, dispatch and conventional
mobile radio operations, specialized mobile radio, called SMR, and enhanced
specialized mobile radio, called ESMR, including those ESMR networks operated
by Nextel Communications and its affiliates in our markets, and domestic and
global mobile satellite service. We will also compete with resellers of
wireless communications services in each of our markets. We have not obtained
a significant share of the market in any of our areas of operation. We expect
competition in the wireless telecommunications industry to be dynamic and
intense as a result of the entrance of new competition, the development and
deployment of new technologies, products and services, changes in consumer
preferences and demographic trends.

In the future, cellular and PCS providers will also compete more directly
with traditional landline telephone service operators, and may compete with
services offered by energy companies, utility companies and cable and wireless
cable operators seeking to offer communications services by leveraging their
existing infrastructure. They may attract customers away from us or prevent us
from attracting customers. Additionally, continuing technological advances in
telecommunications, the availability of more spectrum and Federal
Communications Commission policies that encourage the development of new
spectrum-based technologies make it impossible to accurately predict the
extent of future competition.

Concerns that the use of wireless handsets may pose health and safety risks
may discourage the use of our PCS handsets.

Media reports have suggested that, and studies are currently being
undertaken to determine whether, radio frequency emissions from cellular and
PCS wireless handsets may be linked with health risks, including cancer, and
interference with various electronic medical devices, including hearing aids
and pacemakers.

Concerns over radio frequency emissions may discourage the use of wireless
communications devices, such as PCS handsets, which could adversely affect our
business. In addition, the Federal Communications Commission requires that
certain transmitters, facilities, operations, and mobile and portable
transmitting devices used in PCS handsets meet specific radio frequency
emission standards. Compliance with any new restrictions could materially
increase our costs. Concerns about radio frequency emissions may affect our
ability to obtain licenses from government entities necessary to construct
microwave sites in certain locations.

Separately, governmental authorities may create new regulations concerning
hand-held phones, and our handsets may not comply with rules adopted in the
future. Noncompliance would decrease

-21-
<PAGE>

demand for our services. In addition, some state and local legislatures have
passed or are considering restrictions on wireless phone use for drivers. The
passage or proliferation of this or future legislation could decrease demand
for our services.

We cannot predict the effect of any governmental action concerning the
usage of mobile phones. In addition, measures aimed at wireless services
companies, as opposed to users, may be proposed or passed on the state or
federal level in the future. Governmental actions could materially adversely
affect us by requiring us to modify our operations or business plans in
response to such restrictions.

Third-party fraud causes us to incur increased operating costs.

As do most companies in the wireless industry, we incur costs associated
with the unauthorized use of our network, including administrative and capital
costs associated with detecting, monitoring and reducing the incidence of
fraud. Fraud impacts interconnection costs, capacity costs, administrative
costs, fraud prevention costs and payments to other carriers for unbillable
fraudulent roaming.

Risks Relating to Regulatory Matters

The Federal Communications Commission has the ability to cancel or revoke our
licenses which would adversely affect our business and our ability to
generate income.

Our principal assets are PCS licenses issued by the Federal Communications
Commission. The Federal Communications Commission has imposed certain
requirements on its licensees, including PCS operators. For example, PCS
licenses may be revoked by the Federal Communications Commission at any time
for cause. The licenses may also be cancelled for a violation of Federal
Communications Commission regulations, failure to continue to qualify for the
licenses, malfeasance, other misconduct or failure to comply with the terms of
the licenses. The loss of any license, or an action that threatens the loss of
any license, would have a material adverse effect on our business and
operating results.

Because we face broad and evolving government regulation, we may have to
modify our business plans or operations in the future and may incur increased
costs to comply with new regulations.

The licensing, construction, operation, sale and interconnection
arrangements of wireless telecommunications systems are regulated to varying
degrees by the Federal Communications Commission, Congress and state and local
regulatory agencies. This regulation is continually evolving. There are a
number of issues as to which regulation has been or in the future may be
introduced, including those regarding interference between different types of
wireless telecommunications systems and the effect of wireless
telecommunications equipment on medical equipment and devices. As new
regulations are promulgated on these or other subjects, we may be required to
modify our business plans or operations to comply with them. It is possible
that the Federal Communications Commission, Congress or any state or local
regulatory agency having jurisdiction over our business will adopt or change
regulations or take other actions that could adversely affect our business and
operating results.

The Telecommunications Act of 1996 mandated significant changes in existing
regulation of the telecommunications industry to promote competitive
development of new service offerings, to expand public availability of
telecommunications services and to streamline regulation of the industry.
Nevertheless, the implementation of these mandates by the Federal
Communications Commission and state authorities will involve numerous changes
in established rules and policies that could adversely affect our business.

All of our PCS licenses are subject to the Federal Communications
Commission's buildout requirements. We have developed a buildout plan that we
believe meets all Federal Communications

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<PAGE>

Commission requirements. In addition, the acquisition of new licenses in
connection with the merger and separate exchange transaction will require new
buildout plans. However, we may be unable to meet our buildout schedules. If
there are delays in implementing our and our subsidiaries' network buildout,
the Federal Communications Commission could reassess our authorized service
area or, in extreme cases, it may revoke our licenses or impose fines.

The current restrictions on foreign ownership could adversely affect our
ability to attract additional equity financing from entities that are, or are
owned by, foreign interests. If our foreign ownership were to exceed the then-
applicable limits in the future, the Federal Communications Commission could
revoke or cancel our PCS licenses or order an ownership restructuring that
could cause us to incur significant costs.

We could lose our F-Block and C-Block licenses if we fail to meet financial
and other tests.

To retain the C- and F-Block licenses and the favorable government
financing granted to us, we must maintain our designated entity status as an
entrepreneur and small business or very small business. To maintain all of the
benefits of our designated entity status, our control group, including our
qualifying investors, must retain certain minimum stock ownership and control
of our voting stock, as well as legal and actual control of us for five years
from the date of grant of our C- and F-Block PCS licenses, subject to possible
unjust enrichment obligations for ten years. The Federal Communications
Commission has indicated that it will not rely solely on legal control in
determining whether the control group and its qualifying investors are truly
in control of an entity. Even if the control group and the qualifying
investors hold the requisite percentages of equity control, the Federal
Communications Commission may still inquire to determine whether actual and
voting control exists.

Government regulation, changes in our licenses or other governmental action
could affect how we do business and hinder our ability to service our debt.

Congress, the Federal Communications Commission, the Federal Aviation
Administration, state and local regulatory authorities or the courts may adopt
new regulations, amend existing regulations, alter the administration of
existing regulations or take other actions that might cause us to incur
significant costs in making changes to our network, and such costs might
affect our cash flows. Additionally, the potential allocation by the Federal
Communications Commission of additional PCS licenses or other wireless
licenses in our markets may increase competition in those markets which might
adversely affect our operating results.

As the Federal Communications Commission continues to implement changes to
promote competition under the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, it may change how it regulates the way our
network connects with other carriers' networks. The Federal Communications
Commission may require us to provide lower cost services to other carriers,
which may lessen our revenues.

Our licenses to provide wireless communications services, which are our
principal assets, have terms of ten years. The Federal Communications
Commission may not renew our licenses upon the expiration of their terms.
Further, the Federal Communications Commission could modify our licenses in a
way that decreases their value or use to us or allocate unused airwaves for
similar services. The nonrenewal or modification of any of our licenses or the
allocation of additional spectrum would slow our growth and ability to compete
in the wireless communications industry.

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<PAGE>

We could lose our PCS licenses or incur financial penalties if the Federal
Communications Commission determines certain of us and our subsidiaries are
not small businesses, very small businesses or entrepreneurial enterprises or
if we do not meet the Federal Communications Commission's minimum
construction requirements.

The Federal Communications Commission could impose penalties on us related
to our subsidiaries' very small business, small business and entrepreneurial
status and its requirements regarding minimum construction of our network that
could slow our growth and our ability to compete in the wireless
communications industry.

Certain of our subsidiaries acquired PCS licenses as very small businesses,
small businesses and entrepreneurial companies. These subsidiaries must remain
very small businesses, small businesses or entrepreneurs, as the case may be,
for at least five years following the original date of determination to comply
with applicable rules of the Federal Communications Commission, including
rules governing our capital and ownership structure and corporate governance.
If the Federal Communications Commission determines that we or our
subsidiaries violated these rules or failed to meet its minimum construction
requirements, it could impose substantial penalties upon us. Among other
things, the Federal Communications Commission could:

. fine us;

. cancel our licenses;

. revoke our licenses;

. accelerate our installment payment obligations;

. require a restructuring of our equity; or

. cause us to lose bidding credits retroactively.

-24-
<PAGE>

USE OF PROCEEDS

The Company will receive none of the proceeds for the sale of the notes by Chase
Securities Inc. or any of its affiliates.

-25-

<PAGE>

CAPITALIZATION

The following table sets forth as of March 31, 2000, our capitalization. This
table should be read in conjunction with "Summary Historical Consolidated
Financial and other Data," "Selected Historical Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our Consolidated Financial Statements and the related notes included elsewhere
in this prospectus.

<TABLE>
<CAPTION>
As of March 31, 2000
-----------------------
Actual
-----------
(unaudited)
($ in thousands)
<S> <C>
Cash and cash equivalents............................ $ 94,606
========
Long term debt:
Government license obligations..................... $ 17,558
Senior credit facilities(a)........................ 225,000
11 5/8% Notes...................................... 364,341
New Senior Subordianted Notes ..................... --
Vendor financing(b)................................ 44,426
--------
Total debt....................................... 651,325
--------
Mandatorily redeemable preferred stock(c)............ 367,915
Preferred stock subscriptions receivable............. (97,001)
--------
Mandatorily redeemable preferred stock, net........ 270,914
--------
Stockholders' equity (deficit)....................... (125,840)
--------
Total capitalization................................. $796,399
========
</TABLE>
--------
(a) Our senior credit facilities provide up to $560.0 million of term loan and
revolving credit financing. As of March 31, 2000, we had drawn $225.0
million under our senior credit facilities. See "Description of Other
Indebtedness--Senior Credit Facilities."
(b) We obtained a total of $40.0 million in vendor financing in the form of
Series A junior subordinated notes purchased by Lucent. As of March 31,
2000, the outstanding balance of Series A notes, including accrued
interest was $44.4 million. See "Description of Other Indebtedness--
Existing Vendor Financing."
(c) Represents mandatorily redeemable preferred stock issued to AT&T, Chase
Capital Partners, Desai Capital Management Incorporated, Hoak Capital
Corporation, J.H. Whitney III, L.P., M/C Partners, Entergy Corporation,
Northwood Ventures, LLC, One Liberty Ventures, LLC, Toronto Dominion
Capital, Wireless 2000, Digital PCS and stockholders of TeleCorp Holding
(our predecessor company).

-26-
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The selected historical balance sheet data presented below as of December 31,
1998 and 1999 and the selected statements of operations data for each of the
three years in the period ended December 31, 1999, have been derived from our
audited consolidated financial statements included elsewhere in this prospectus.
The selected historical balance sheet data presented below as of December 31,
1996 and 1997 and the selected statement of operations data for the period from
inception on July 29, 1996 to December 31, 1996 have been derived from audited
consolidated financial statements not included in this prospectus. The selected
historical balance sheet data presented below as of March 31, 2000 and the
selected statements of operations data for the three months ended March 31, 1999
and 2000 have been derived from unaudited consolidated financial statements
included elsewhere in this prospectus. "Other Data" is not directly derived from
the historical consolidated financial statements, and has been presented to
provide additional information. You should read this information together with
our Consolidated Financial Statements and the related notes included elsewhere
in this prospectus.

<TABLE>
<CAPTION>
For the three
July 29, 1996 months ended
(inception) to For the year ended December 31, March 31,
December 31, --------------------------------- -------------------------
1996 1997 1998 1999 1999 2000
-------------- -------- --------- ------------ ----------- ------------
(Unaudited) (Unaudited)
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenue:
Service................ $ -- $ -- $ -- $ 41,319 $ 504 $ 36,937
Roaming................ -- -- 29 29,010 1,878 11,452
Equipment.............. -- -- -- 17,353 1,858 7,057
------ -------- --------- ------------ ----------- ------------
Total revenue........ -- -- 29 87,682 4,240 55,446
------ -------- --------- ------------ ----------- ------------
Operating expenses:
Cost of revenue........ -- -- -- 39,259 2,684 19,026
Operations and
development........... -- -- 9,772 35,979 7,702 10,966
Selling and
marketing............. 10 304 6,325 71,180 7,855 34,625
General and
administrative........ 515 2,637 26,239 92,585 10,179 27,276
Depreciation and
amortization.......... -- 11 1,584 55,110 2,764 23,468
------ -------- --------- ------------ ----------- ------------
Total operating
expenses............ 525 2,952 43,920 294,113 31,184 115,361
------ -------- --------- ------------ ----------- ------------
Operating loss....... (525) (2,952) (43,891) (206,431) (26,944) (59,915)
Other (income) expense:
Interest expense....... -- 396 11,934 51,313 6,320 16,990
Interest income........ -- (13) (4,697) (6,464) (1,041) (2,384)
Other expense
(income).............. -- -- 27 (284) 70 (22)
------ -------- --------- ------------ ----------- ------------
Net loss............. (525) (3,335) (51,155) (250,996) (32,293) (74,499)
Accretion of
mandatorily
redeemable preferred
stock............... (289) (726) (8,567) (24,124) (4,267) (7,733)
------ -------- --------- ------------ ----------- ------------
Net loss attributable
to common equity.... $ (814) $ (4,061) $ (59,722) $ (275,120) $ (36,560) $ (82,232)

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

Net loss attributable to
common equity per
share--basic and
diluted................ $(44.45) $(111.74) $ (2.19) $ (3.58) $ (0.62) $ (0.83)
======= ======== ========== ============ =========== ============
Weighted average common
equity shares
outstanding--basic and
diluted................ 18,313 36,340 27,233,786 76,895,391 59,037,842 99,556,975
======= ======== ========== ============ =========== ============

Other Operating Data:
Subscribers (end of
period)............... -- -- -- 142,231 8,805 228,337
Covered population (end
of period)............ -- -- -- 11.0 million 6.1 million 12.4 million
Deficiency of earnings
to fixed charges (a).. $ (525) $ (3,467) $ (59,722) $ (255,626) $ (74,774)
</TABLE>

-27-

<PAGE>

<TABLE>
<CAPTION>
As of
As of December 31, March 31,
----------------------------------- -----------
1996 1997 1998 1999 2000
------ ------- -------- -------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
($ in thousands)

Balance Sheet Data:
Cash and cash equivalents.... $ 52 $ 2,567 $111,733 $182,330 $ 94,606
Working (deficit) capital.... (524) (6,656) (4,676) 94,082 8,452
Property and equipment, net.. 1 3,609 197,469 400,450 461,742
PCS licenses and microwave
relocation costs, net....... -- 10,018 118,107 267,682 273,396
Intangible assets--AT&T
agreements, net............. -- -- 26,285 37,908 36,119
Total assets................. 7,574 16,295 466,644 952,202 948,654
Total debt................... 499 7,727 243,385 640,571 651,325
Mandatorily redeemable
preferred stock, net........ 7,789 4,144 164,491 263,181 270,914
Total stockholders' equity
(deficit)................... $ (812) $(4,875) $(64,500) $(90,554) $(125,840)
</TABLE>

(a) The ratio of earnings to fixed charges is computed by dividing fixed charges
into income before taxes plus fixed charges plus amortization of capitalized
interest less interest capitalized. Fixed charges include interest expense,
interest capitalized and one-third of rental expense attributable to the
interest factor. On this basis, earnings before fixed charges for the
periods shown were not adequate to cover fixed charges therefore the amount
of the deficiency is shown. These deficiencies should not be considered
indicative of future results.

-28-
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of
Operations

You should read the following discussion in conjunction with (1) our
accompanying unaudited consolidated financial statements and notes thereto and
(2) our audited consolidated financial statements, notes thereto and
management's discussion and analysis of financial condition and results of
operations as of and for the years ended December 31, 1999 and 1998 included in
our annual report on Form 10-K for such period. Management's Discussion and
Analysis of Financial Condition and Results of Operations contains forward-
looking statements that are based on current expectations, estimates and
projections. These forward-looking statements reflect management's good-faith
evaluation of information currently available. However, because these statements
are based upon, and therefore can be influenced by, a number of external
variables over which management has no, or incomplete, control, they are not,
and should not be read as being guarantees of future performance or of actual
future results; nor will they necessarily prove to be accurate indications of
the times at or by which any performance or result will be achieved.
Accordingly, actual outcomes and results may differ materially from those
expressed in these forward-looking statements.

Overview

For periods prior to 1999, we were a development stage company. In the
first quarter of 1999, we exited the development stage and commenced
commercial operations in each of our major mainland U.S. markets, after having
launched our New Orleans market for roaming services in late December 1998. We
launched service in our Puerto Rico markets on June 30, 1999. At March 31,
2000, we had launched our service in 28 markets covering approximately 74% of
the population of our licensed area.

Since March 31, 2000, we have launched our service in 4 additional markets in
which we previously provided only roaming service.

Revenue.

We derive our revenue from:

. Services. We sell wireless personal communications services. The various
types of service revenue associated with personal communications
services for our customers include monthly recurring access charges and
monthly non-recurring airtime charges for local, long distance and
roaming airtime used in excess of pre-subscribed usage. Our customers'
charges are rate plan dependent, based on the number of pooled minutes
included in their plans. Service revenue also includes monthly non-
recurring airtime usage associated with our prepaid customers and non-
recurring activation and de-activation service charges.

. Roaming Charges. We charge monthly, non-recurring, per-minute fees to
other wireless companies whose customers use our network facilities to
place and receive wireless calls.

. Equipment Sales. We sell wireless personal communications handsets and
accessories that are used by our customers in connection with our
wireless services.

Service revenue constituted our largest component of revenue during the
three months ended March 31, 2000 at 67%. Roaming revenue represented 21% and
equipment revenue represented 12%. We expect that as our customer base grows,
service revenue will become an even larger percentage of revenue, while
roaming revenue and equipment revenue are expected to decrease as a percentage
of revenue. Roaming minutes on our network are expected to increase as AT&T
and other carriers increase the number of customers on their networks. Under
our reciprocal roaming agreement with AT&T Wireless, our largest roaming
partner, the amount we will receive and pay per roaming minute declines for
each of the next several years.

-29-
<PAGE>

It appears that the wireless industry is experiencing a general trend
towards offering rate plans containing larger buckets of minutes. This is
expected to result in decreases in gross revenue per minute.

We have autonomy in determining our pricing plans. We have developed our
pricing plans to be competitive and to emphasize the advantages of our
service. We may discount our pricing from time to time in order to obtain
additional customers or in response to downward pricing in the market for
wireless communications services.

Cost of Revenue.

. Equipment. We purchase personal communications handsets and accessories
from third-party vendors to resell to our customers for use in
connection with our services. The cost of handsets is, and is expected
to remain, higher than the resale price to the customer. We record as
cost of revenue an amount approximately equal to our revenue on
equipment sales. We record the excess cost of handsets as a sales and
marketing operating expense. We do not manufacture any of this
equipment.

. Roaming Fees. We pay fees to other wireless communications companies
based on airtime usage of our customers on other communications
networks. It is expected that reciprocal roaming rates charged between
us and other carriers will decrease. We do not have any significant
minimum purchase requirements other than our obligation to purchase at
least 15 million roaming minutes from July 1999 to January 2002 from
another wireless provider in Puerto Rico relating to customers roaming
outside of our coverage area. We believe we will be able to meet this
minimum requirement.

. Clearinghouse Fees. We pay fees to an independent clearinghouse for
processing our call data records and performing monthly inter-carrier
financial settlements for all charges that we pay to other wireless
companies when our customers use their network, and that other wireless
companies pay to us when their customers use our network. We do not have
any significant minimum purchase requirements. These fees are based on
the number of call data records processed in a month.

. Variable Interconnect. We pay monthly charges associated with the
connection of our network with other carriers' networks. These fees are
based on minutes of use by our customers. This is known as
interconnection. We do not have any significant minimum purchase
requirements.

. Variable Long Distance. We pay monthly usage charges to other
communications companies for long distance service provided to our
customers. These variable charges are based on our customers' usage,
applied at pre-negotiated rates with the other carriers. We do not have
any significant minimum purchase requirements other than an obligation
to AT&T Wireless to purchase a minimum number of minutes of traffic
annually over a specified time period and a specified number of
dedicated voice and data leased lines in order for us to retain
preferred pricing rates. We believe we will be able to meet these
minimum requirements.

Operating Expenses.

Operations and Development. Our operations and development expense includes
engineering operations and support, field technicians, network implementation
support, product development, engineering management and noncash stock
compensation related to employees whose salaries are recorded within
operations and development. This expense also includes monthly recurring
charges directly associated with the maintenance and operations of the network
facilities and equipment.

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<PAGE>

Operations and development expense is expected to increase as we expand our
coverage and operations and add customers. In future periods, we expect that
this expense will decrease as a percentage of gross revenue.

Selling and Marketing. Our selling and marketing expense includes brand
management, external communications, sales training, and all costs associated
with retail distribution, direct, indirect, third party and telemarketing
sales (primarily salaries, commissions and retail store rent) and noncash
stock compensation related to employees whose salaries are included within
selling and marketing. We also record the excess cost of handsets over the
resale price as a cost of selling and marketing. Selling and marketing expense
is expected to increase as we expand our coverage and add customers. In future
periods, we expect that this expense will decrease as a percentage of gross
revenues.

General and Administrative. Our general and administrative expense includes
customer support, billing, information technology, finance, accounting and
legal services and non-cash stock compensation related to employees whose
salaries are included within general and administrative. Although we expect
general and administrative expense to increase in future periods, we expect
this expense will decrease as a percentage of gross revenues.

Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to ten years,
based upon estimated useful lives. Leasehold improvements are amortized over
the lesser of the useful lives of the assets or the term of the lease. Network
development costs incurred to ready our network for use are capitalized.
Amortization of network development costs begins when the network equipment is
ready for its intended use and will be amortized over its estimated useful
life ranging from five to ten years. We began amortizing the cost of the PCS
licenses, microwave relocation costs, and capitalized interest in the first
quarter of 1999, when PCS services commenced in some of our basic trading
areas. Microwave relocation entails transferring business and public safety
companies from radio airwaves that overlap with the portion of the airwaves
covered by our business to other portions of the airwaves. Amortization of PCS
licenses and microwave relocation is calculated using the straight-line method
over 40 years. The AT&T agreements are amortized on a straightline basis over
the related contractual terms, which range from three to ten years.
Amortization of the AT&T exclusivity agreement, long distance agreement and
the intercarrier roamer services agreement began once wireless services were
available to our customers. Amortization of the network membership license
agreement began on July 17, 1998, the date of the finalization of the AT&T
transaction.

Other (Income) Expense. Interest income is earned primarily on our cash and
cash equivalents. Interest expense through March 31, 2000 consists of interest
due on our senior credit facilities, senior subordinated discount notes,
vendor financing, and debt owed to the U.S. government related to our
licenses, less interest capitalized.

Tritel Merger and AT&T Wireless Contribution and Exchange

On February 28, 2000, we agreed to merge with Tritel in a transaction in
which each company would become a wholly-owned subsidiary of a new holding
company to be called TeleCorp-Tritel Holding Company. In connection with the
merger AT&T Wireless Services agreed to contribute certain wireless rights and
commitments in the midwestern United States, cash and a two year extension of
its brand licenses in exchange for 9,272,740 common shares in the new
TeleCorp-Tritel Holding Company. We also agreed with AT&T Wireless in a
separate transaction to exchange our licenses and assets in several New England
markets for certain wireless properties or rights to acquire wireless properties
in certain midwestern markets and a cash payment. See "The Pending Merger and
Related Transactions."

The contribution and exchange transactions will be accounted for by us as an
asset purchase and a disposition. The merger with Tritel will be accounted for
as a business combination. In order to provide noteholders with consolidated
financial information regarding TeleCorp and its subsidiaries without the impact
of the financial information of Tritel, the Indenture for the Notes will require
us to provide supplemental consolidated financial statements that exclude the
operations of Tritel and all adjustments related to the merger and related
transactions, other than the AT&T Wireless Services contribution and the AT&T
Wireless exchange (each to the extent allocable to us).

We expect the total goodwill associated with the pending merger to total
approximately $2.3 billion based on total consideration of approximately $6.6
billion. In addition, upon consummation of the AT&T Wireless Services
contribution and the AT&T Wireless exchange, we expect to realize a gain of
approximately $358 millions based upon our March 31, 2000 stock price, all of
which will be allocated to TeleCorp.

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31,
1999

Customer Analysis. We commenced commercial operations in the first quarter
of 1999 with the launch of our New Orleans market, and by March 31, 2000, grew
our customer base to over 228,000 customers. We have successfully launched
commercial service in 28 of our markets within our network covering
approximately 74% of the population in the basic trading areas in which we
hold licenses as of March 31, 2000.

-31-
<PAGE>

Revenue. Service revenue was approximately $36.9 million for the three
months ended March 31, 2000 resulting primarily from three full months of
service offerings to our customers. Service revenue for the three months ended
March 31, 1999 was approximately $0.5 million, which consisted of commercial
service for approximately one month in certain of our domestic markets.
Roaming revenue was $11.5 million for the three months ended March 31, 2000,
as compared to $1.9 million for the three months ended March 31, 1999. The
increase was due to our significant increase in cell sites, which provided
roaming service to AT&T Wireless' and other carriers' customers in our
markets. Equipment revenue was approximately $7.1 million for the three months
ended March 31, 2000, as compared to approximately $1.9 million for the three
months ended March 31, 1999. The increase was primarily due to our increase in
customers and their related purchase of handsets and other equipment in
connection with the use of our service.

Cost of Revenue. Cost of revenue for the three months ended March 31, 2000
was approximately $19.0 million, as compared to $2.7 million for the three
months ended March 31, 1999. Cost of revenue consists of equipment costs,
roaming expenses and other costs such as clearinghouse fees, variable
interconnect and long distance charges. Cost of revenue increased primarily as
a result of a full three months of service offerings in the quarter ended
March 31, 2000.

Operations and Development. Operations and development expense was
approximately $11.0 million for the three months ended March 31, 2000, as
compared to approximately $7.7 million for the three months ended March 31,
1999. The increase in operations and development was primarily due to the
engineering and implementation support and maintenance expense related to the
significant buildout of our PCS network and the use of the network by our
customers as well as other carriers' roaming customers during the quarter
ended March 31, 2000.

Selling and Marketing. Selling and marketing expense for the three months
ended March 31, 2000 was approximately $34.6 million, as compared to
approximately $7.9 million for the same period ended March 31, 1999. This
increase was due primarily to the expense associated with the excess cost of
handsets over the retail price for new subscribers in the three months ended
March 31, 2000, as well as the increase in salary and benefit expenses for new
corporate and regional sales staff, advertising expenses associated with the
continued promotion of our existing markets and launch costs associated with
two new markets in the quarter ended March 31, 2000.

General and Administrative. General and administrative expense was
approximately $27.3 million, including approximately $4.7 million in non-cash
stock compensation, for the three months ended March 31, 2000, as compared to
approximately $10.2 million and no non-cash stock compensation for the three
months ended March 31, 1999. This increase was primarily due to the
development and growth of infrastructure and staffing related to information
technology, customer care and other administrative functions incurred in
conjunction with the commencement of our service offering, as well as the
stock based compensation charge related to the vesting of stock options and
restricted stock awards.

Depreciation and Amortization. Depreciation and amortization expense was
approximately $23.5 million for the three months ended March 31, 2000, as
compared to approximately $2.8 million for the three months ended March 31,
1999. The increase was primarily due to depreciation of our network and
property and equipment, as well as a full quarter of amortization on our PCS
licenses and AT&T operating agreements, whose amortization commenced with the
launch of our service on February 28, 1999.

Interest Expense. Interest expense was approximately $17.0 million, net of
capitalized interest of approximately $0.6 million, for the three months ended
March 31, 2000, as compared to approximately $6.3 million, net of capitalized
interest of approximately $2.6 million, for the three

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<PAGE>

months ended March 31, 1999. The increase in interest expense was primarily
due to the increase in debt, including the issuance of the senior subordinated
discount notes of $327.6 million in April, 1999. The decrease in capitalized
interest was attributable to the decrease in capital expenditures in the first
quarter of 2000.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Customer Analysis. We began launching commercial service in the first
quarter of 1999 and by December 31, 1999 grew our customer base to over
142,000 customers and launched commercial service in 26 of our markets, with
our networks covering approximately 66% of the population where we held
licenses.

Revenue. Service revenue was approximately $41.3 million for the year ended
December 31, 1999 and resulted from our launch of commercial service in 26 of
our markets in 1999. We generated no service revenue for the year ended
December 31, 1998. Equipment revenue was approximately $17.4 million for the
year ended December 31, 1999 and resulted from our customers' purchase of
handsets and other equipment in connection with the use of our service. We
generated no equipment revenue for the year ended December 31, 1998. Roaming
revenue was $29.0 million for the year ended December 31, 1999, as compared to
$29,000 for the year ended December 31, 1998. The increase was due to our
significant increase in cell sites which provided service to roaming customers
of other carriers, primarily AT&T Wireless, in our markets.

Cost of Revenue. Cost of revenue for the year ended December 31, 1999 was
approximately $39.3 million, consisting of equipment costs, roaming and
clearinghouse fees and variable interconnect and long distance charges. We did
not generate any cost of revenue for the year ended December 31, 1998.

Operations and Development. Operations and development expense was $36.0
million for the year ended December 31, 1999, as compared to $9.8 million for
the year ended December 31, 1998. The increase in operations and development
was primarily due to the engineering and implementation support and
maintenance expense related to the significant increase of our PCS network.

Selling and Marketing. Selling and marketing expense for the year ended
December 31, 1999 was approximately $71.2 million, as compared to $6.3 million
for the year ended December 31, 1998. This increase was primarily due to the
increase in salary and benefit expenses for the new corporate and regional
sales staff, advertising and promotion expenses associated with our launch of
26 markets in 1999 and the expense associated with the excess cost of handsets
over the retail price.

General and Administrative. General and administrative expense was
approximately $92.6 million, including $29.4 million in non-cash stock
compensation, for the year ended December 31, 1999, as compared to
approximately $26.2 million and no non-cash stock compensation for the year
ended December 31, 1998. The increase was primarily due to the development and
growth of infrastructure and staffing related to information technology,
customer care and other administrative functions incurred in conjunction with
the commencement of our service offering, as well as the stock-based
compensation charge related to vested stock options and vested stock awards
measured in 1999.

Depreciation and Amortization. Depreciation and amortization expense was
approximately $55.1 million for the year ended December 31, 1999, as compared
to approximately $1.6 million for the year ended December 31, 1998. The
increase was primarily due to depreciation of TeleCorp's fixed assets, as well
as the amortization on personal communications services licenses and AT&T
agreements.

Interest Expense. Interest expense was $51.3 million, net of capitalized
interest of $5.4 million, for the year ended December 31, 1999, as compared to
$11.9 million, net of capitalized interest of $2.0

-33-
<PAGE>

million, for the year ended December 31, 1998. The increase in interest
expense was primarily due to the increase in debt of approximately $397
million including the issuance of $327.6 million in senior subordinated
discount notes. The increase in capitalized interest of $3.4 million was
attributable to the increased capital expenditure in 1999.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenue. Revenue for the year ended December 31, 1998 was approximately
$29,000. This revenue resulted from servicing roaming customers of other
carriers, primarily AT&T Wireless, in our Louisiana markets. We began offering
wireless services in most of our major markets in the first quarter of 1999.
We generated no revenue for the year ended 1997.

Operations and Development. Operations and development expense for the year
ended December 31, 1998, was approximately $9.8 million. This expense was
primarily related to an increase in engineering and operating staff devoted to
the implementation of future operations of our network. There was no
operations and development expense for the year ended December 31, 1997.

Selling and Marketing. Selling and marketing expenses for the year ended
December 31, 1998, was approximately $6.3 million, as compared to
approximately $0.3 million for the year ended December 31, 1997. The year-
over-year increase was due to the increase in corporate and regional sales and
marketing staff in order to prepare for domestic market launches in the first
quarter of 1999.

General and Administrative. General and administrative expense for the year
ended December 31, 1998 was approximately $26.2 million, as compared to
approximately $2.6 million for the year ended December 31, 1997. The year-
over-year increase was due to the development and growth of infrastructure and
staffing related to information technology, customer care and other
administrative functions incurred in the preparation for commercial launch of
our markets in the first quarter of 1999.

Depreciation and Amortization. Depreciation and amortization for the year
ended December 31, 1998, was approximately $1.6 million, as compared to
approximately $11,000 for the year ended December 31, 1997. This expense was
related to depreciation of furniture, fixtures and office equipment, as well
as the initiation of amortization on the AT&T Wireless agreements.

Interest Expense. Interest expense, net of capitalized interest, for the
year ended December 31, 1998, was approximately $11.9 million, as compared to
approximately $0.4 million of interest expense for the year ended December 31,
1997. This interest expense was related to notes payable to stockholders and
affiliates. This increase in interest expense was related to borrowings under
the senior credit facilities of $225.0 million since July 1998 and the
issuance of $10.0 million aggregate principal amount of notes under the vendor
financing provided by Lucent.

Liquidity and Capital Resources

December 31, March 31,
1999 2000
------------ -----------
(unaudited) (unaudited)
($ in thousands)

<S> <C> <C>
Cash and cash equivalents.......................... $182,330 $94,606
Working capital.................................... $ 94,082 $ 8,452
Current assets to current liabilities.............. 1.72 1.06
Debt to total capitalization....................... 0.79 0.82
</TABLE>

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<PAGE>

Cash and cash equivalents totaled approximately $94.6 million at March 31,
2000, as compared to approximately $182.3 million at December 31, 1999. This
decrease was the result of $58.6 million of cash used in operating activities
and $70.7 million of cash used in investing activities, offset by cash
provided from financing activities of $41.5 million. Cash used in operating
activities of $58.6 million for the three months ended March 31, 2000 resulted
from a net loss of $74.5 million that was partially offset by non-cash charges
of $41.3 million. Cash outlays for capital expenditures required for the
development and construction of our network totaled $52.5 million. We spent
$12.1 million on the Federal Communications Commission deposit and $5.1
million on capitalized Tritel acquisition costs. During the three months ended
March 31, 2000, we received proceeds from the sale of common stock to AT&T of
$41.9 million.

Cash and cash equivalents totaled $182.3 million at December 31, 1999, as
compared to $111.7 million at December 31, 1998. This increase was the result
of incoming cash provided by financing activities of $638.6 million, offset by
$126.9 million of cash used in operating activities and $441.0 million of cash
used in network development and investing activities.

During the year ended December 31, 1999, we received proceeds from long-term
debt, net of repayments of $357.2 million. Additionally, we received net
proceeds from our initial public offering of $195.5 million, and received $79.7
million of preferred stock proceeds and receipt of preferred stock subscriptions
receivable. Cash outlays for capital expenditures required to develop and
construct our network totaled $298.5 million. We spent $114.2 million to
purchase PCS licenses and $17.3 million to purchase additional AT&T agreements.
Cash used in operating activities of $126.9 million for the year ended December
31, 1999 resulted from a net loss of $251.0 million that was partially offset by
non-cash charges of $122.6 million.

During the year ended December 31, 1998, we received proceeds from long-
term debt, net of repayments, of $255.4 million. Additionally, we received
$26.7 million of preferred stock proceeds. Cash outlays for capital
expenditures required to develop and construct our network totaled $107.5
million and we spent $21.0 million to purchase PCS licenses. Cash used in
operating activities of $29.8 million for the year ended December 31, 1998
resulted from a net loss of $51.2 million that was partially offset by non-
cash charges of $3.0 million.

During the year ended December 31, 1997, we received proceeds from long-
term debt of $2.8 million. Additionally, we received $1.5 million of preferred
stock proceeds. Cash outlays for capital expenditures required to develop and
construct our network totaled $1.1 million. Cash used in operating activities
of $2.4 million for the year ended December 31, 1997 resulted from a net loss
of $3.3 million that was partially offset by non-cash charges of $0.1 million.

Our preferred stock is convertible at the holder's option into shares of
our common stock at various times and following various events as follows:

. Our series A preferred stock is convertible into shares of our class A
voting common stock after July 17, 2006 at a conversion rate equal to
the liquidation preference, which was approximately $112.4 million as of
March 31, 2000, divided by the market price of the class A voting common
stock at the time of conversion; and

. Our series F preferred stock is convertible at any time into shares of
our class A voting, class B non-voting, and, if certain Federal
Communications Commission restrictions have not lifted, class D common
stock on a share for share basis.

We may redeem:

. shares of our series A preferred stock after the tenth anniversary of
its issuance; and

. shares of our series B, series C and series D preferred stock at any
time at the liquidation preference for the shares being redeemed.

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<PAGE>

The holders of our series A, series B, series C, series D and series E
preferred stock have the right to require us to redeem their shares after the
twentieth anniversary of their issuance time at the liquidation preference for
the shares being redeemed.

Holders of our series A preferred stock are entitled to a quarterly
dividend equal to 10% per annum of that stock's accumulated liquidation
preference. The accumulated liquidation preference of our series A preferred
stock was approximately $112.4 million in the aggregate as of March 31, 2000.
We may defer payment of this dividend until December 31, 2008, and we are
currently doing so.

Holders of our series C, D and E preferred stock are not entitled to a
dividend except to the extent declared by our board of directors. Those series
of stock, however, are entitled to an accumulated liquidation preference,
which was approximately $284.9 million in the aggregate as of March 31, 2000.
The liquidation preference accretes at a rate of 6% per annum, compounded
quarterly.

Equity Commitments.

In connection with completion of the venture with AT&T Wireless, we
received unconditional and irrevocable equity commitments from our
stockholders in the aggregate amount of $128.0 million in return for the
issuance of preferred and common stock. As of March 31, 2000, approximately
$55.5 million of the equity commitments had been funded. The remaining equity
commitments are scheduled to be funded in installments of $36.3 million in
July 2000 and $36.1 million in July 2001.

We received additional irrevocable equity commitments from our stockholders
in the aggregate amount of $5.0 million in return for the issuance of
preferred and common stock in connection with the Digital PCS acquisition. Our
stockholders funded $2.2 million of these equity commitments on April 30, 1999
and will fund $1.4 million in each of July 2000 and July 2001.

We have received additional irrevocable equity commitments from our
stockholders in the aggregate amount of approximately $40.0 million in return
for the issuance of preferred and common stock in connection with the Puerto
Rico acquisition. We received $12.0 million of these commitments on May 24,
1999 and an additional $6.0 million on December 15, 1999. Our stockholders
will fund the remaining commitments in two installments of $11.0 million on
March 30, 2001 and March 30, 2002.

We also received irrevocable equity commitments from our stockholders in
the amount of approximately $32.3 million in connection with Viper Wireless's
participation in the Federal Communications Commission's reauction of PCS
licenses. We received approximately $6.5 million of these equity commitments
on May 14, 1999, approximately $11.0 million on July 15, 1999 and
approximately $14.8 million on September 29, 1999.

In the aggregate, we have obtained $205 million of equity commitments, of
which $108 million had been funded as of March 31, 2000.

These equity commitments cannot be amended without our consent and the
consent of AT&T and all of the other initial investors. In addition, the terms
of our senior subordinated discount notes and our bank and vendor credit
facilities restrict us from waiving or amending these commitments. The
foregoing equity commitments are also collateralized by pledges of the shares
of our capital stock issued to each initial investor, other than certain
shares of preferred stock. Those pledges have been assigned to our senior
lenders as collateral for our senior credit facilities. Transfers of shares of
our capital stock pledged to collateralize an equity commitment remain subject
to such pledge until the equity commitment is funded in full.

In addition, pursuant to the stockholders' agreement between our initial
investors, Mr. Vento and Mr. Sullivan and us, the initial investors are
restricted from transferring their shares of common stock

-36-
<PAGE>

prior to July 2001, except to affiliates. Any transfers by them of preferred
or common stock are subject to rights of first offer and tag along rights in
favor of AT&T Wireless and the other initial investors. In addition to the
approval of our senior lenders, the terms of the stockholders' agreement may
be amended only if agreed to in writing by us and the beneficial holders of a
majority of the class A voting common stock party to the stockholders'
agreement, including AT&T Wireless, 66 2/3% of the class A voting common stock
beneficially owned by our initial investors other than AT&T Wireless, and 66
2/3% of the class A voting common stock beneficially owned by Mr. Vento and
Mr. Sullivan. Shares of our preferred stock may be transferred subject to the
pledge described above and the continuing obligations of the investors to fund
our commitments.

11 5/8% Senior Subordinated Discount Notes.

On April 20, 1999, we sold $575.0 million aggregate principal amount at
maturity of the notes. Cash interest on the notes will not accrue or be payable
prior to April 15, 2004. From April 15, 2004, cash interest will accrue at a
rate of 11 5/8% per annum on the principal amount at maturity of the notes
through and including the maturity date and will be payable semi-annually on
April 15 and October 15 of each year. In connection with the sale of the notes,
we received net proceeds of approximately $317 million after deducting initial
purchasers' discount and issuance expenses of approximately $11 million.

The indenture under which the notes were issued restricts, among other
things, our ability to:

. incur debt;

. create levels of debt that are senior to the notes but junior to our
senior debt;

. pay dividends on or redeem capital stock;

. make some investments or redeem other subordinated debt;

. make particular dispositions of assets;

. engage in transactions with affiliates;

. engage in particular business activities; and

. engage in mergers, consolidations and particular sales of assets.

New Senior Subordinated Notes.

On July 11, 2000, we agreed to sell $450.0 million aggregate principal amount
at maturity of the new senior subordinated notes. Cash interest will accrue at a
rate of 10 5/8% per annum on the principal amount of the new senior subordinated
notes and will be payable semi-annually on January 15 and July 15 of each year.
In connection with the sale of the notes, we expect to receive net proceeds of
approximately $437.0 million after deducting initial purchasers' discount and
issuance expenses of approximately $13.0 million.

The indenture for the new senior subordinated notes were issued restricts,
among other things, our ability to:
. incur debt;

. create levels of debt that are senior to the notes but junior to our
senior debt;

. pay dividends on or redeem capital stock;

. make some investments or redeem other subordinated debt;

. make particular dispositions of assets;

. engage in transactions with affiliates;

. engage in particular business activities; and

. engage in mergers, consolidations and particular sales of assets.

Senior Credit Facilities.

In July 1998, we entered into senior credit facilities with a group of
lenders for an aggregate amount of $525.0 million. Subsequent to March 31,
2000, we entered into amendments to the senior credit facilities under which
the amount of credit available to us was increased to $560.0 million. Our
senior credit facilities currently provide for:

. a $150.0 million senior secured term loan that matures in January 2007;

. a $225.0 million senior secured term loan that matures in January 2008;

. a $150.0 million senior secured revolving credit facility that matures
in January 2007; and

. a $35.0 million senior secured term loan that matures in May 2009.

. the Senior Credit Facility also provides for an uncommitted $40.0 million
senior term loan (the Expansion Facility).

We must repay the term loans in quarterly installments, beginning in
September 2002, and the commitments to make loans under the revolving credit
facility automatically and permanently reduce beginning in April 2005. As of
March 31, 2000, $225.0 million had been drawn under the senior credit facilities
and was then accruing interest at an annual rate of 9.12%. The Senior Credit
Facilities also provide for an uncommitted $40.0 million loan. The senior credit
agreement contains financial and other covenants customary for senior credit
agreements.

-37-

<PAGE>

Existing Vendor Financing.

We entered into a note purchase agreement with Lucent under which Lucent
agreed to provide us with $80.0 million of junior subordinated vendor
financing. This $80.0 million consisted of $40.0 million aggregate principal
amount of increasing rate Lucent series A notes and $40.0 million aggregate
principal amount of increasing rate Lucent series B notes. We borrowed $40.0
million under the series B note facility and repaid this amount and accrued
interest thereon in April 1999 from proceeds of our sale of the notes. This
amount cannot be reborrowed. As of March 31, 2000, we had outstanding
approximately $44.4 million of our Lucent series A notes, including $4.4 million
of accrued interest and accruing interest at a rate per annum of 8.5%. The
amount outstanding under these series A notes and any future series A note
borrowings is subject to mandatory prepayment in an amount equal to 50% of the
excess over $198.0 million in net proceeds we receive from any future equity
offering other than the issuance of capital stock used to acquire related
business assets.

In October 1999 we entered into an amended and restated note purchase
agreement with Lucent under which Lucent has agreed to purchase up to $12.5
million of new series A notes and up to $12.5 million of new series B notes
under a vendor expansion facility in connection with our prior acquisition of
licenses in the San Juan, Puerto Rico, Evansville, Indiana, Paducah, Kentucky
and Alexandria and Lake Charles, Louisiana markets. The obligation of Lucent
to purchase notes under this vendor expansion facility is subject to a number
of conditions, including that we commit to purchase one wireless call
connection equipment site and 50 network equipment sites for each additional
market from Lucent.

In addition, pursuant to the amended and restated note purchase agreement,
Lucent has agreed to make available up to an additional $50.0 million of new
vendor financing not to exceed an amount equal to 30% of the value of
equipment, software and services provided by Lucent in connection with any
additional markets we acquire. This $50.0 million of availability is subject
to a reduction up to $20 million on a dollar for dollar basis of any
additional amounts Lucent otherwise lends to us for such purposes under our
senior credit facilities, exclusive of amounts Lucent lends to TeleCorp under
its existing commitments under our senior credit facilities. Any notes
purchased under this facility would be divided equally between Lucent series A
and series B notes.

The terms of Lucent series A and series B notes issued under these
expansion facilities would be identical to the terms of the original Lucent
series A and series B notes as amended, including a maturity date of October
23, 2009.

Any Lucent series B notes issued under these expansion facilities will
mature and will be subject to mandatory prepayment on a dollar for dollar
basis out of the net proceeds of any future public or private offering or sale
of debt securities, exclusive of any private placement notes issued to finance
any additional market and borrowings under the senior credit facilities or any
replacement facility.

Interest payable on the Lucent series A notes and the Lucent series B notes
on or prior to May 11, 2004 will be payable in additional series A and series
B notes. Thereafter, interest will be paid in arrears in cash on each six
month and yearly anniversary of the series A and series B closing date or, if
cash interest payments are prohibited under the senior credit facilities or a
qualifying high yield debt offering, in additional series A and series B
notes. The U.S. government financing requires quarterly interest payments,
which commenced in July 1998 and continued for one year thereafter, then
quarterly principal and interest payments for the remaining nine years.

Prospective Vendor Financing.

We have been negotiating with a vendor to provide our new holding company
with funding through the issuance of senior subordinated discount notes with
gross proceeds of $350 million. If this vendor financing is completed, it is
expected that the proceeds of the financing will be available to the company to
fund its current business plan. While we believe we will obtain this financing,
these negotiations are not completed, and we cannot guarantee that the funding
in fact will occur.
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<PAGE>

Federal Communications Commission Debt.

In completing acquisitions of PCS licenses during the year ended December
31, 1999, we assumed U.S. government financing with the Federal Communications
Commission. At March 31, 2000, our Federal Communications Commission debt was
$20.0 million, less a discount of $2.4 million. The terms of the notes include
interest rates ranging from 6.125% to 7.00% and have quarterly and principal
interest payments over the remaining nine years of the debt.

Commitments.

We have operating leases primarily related to retail store locations,
distribution outlets, office space and rent for our network development. The
terms of some of the leases include a reduction of rental payments and
scheduled rent increases at specified intervals during the term of the leases.
We recognize rent expense on a straight-line basis over the life of the lease,
which establishes deferred rent on the balance sheet. As of March 31, 2000,
the aggregate minimum rental commitments under non-cancelable operating leases
are as follows ($ in thousands, unaudited):

For the period April 1 -- December 31, 2000........................... $ 18,634
For the year ended December 31:
2001................................................................ 24,581
2002................................................................ 24,216
2003................................................................ 21,301
2004................................................................ 11,880
2005................................................................ 7,801
Thereafter.......................................................... 24,398
--------
Total............................................................... $132,811
========

Rental expense, which is recorded ratably over the lease terms, was
approximately $0.2 million, $3.2 million, $13.8 million and $4.9 million for
the years ended December 31, 1997, 1998, and 1999, and the three months ended
March 31, 2000, respectively.

We have communications towers situated on leased sites in all of our
markets and are considering entering into sale/leaseback transactions and may
do so if we can obtain terms acceptable to us.

We have entered into letter of credit to facilitate local business
activities. We are liable under the letters of credit for nonperformance of
certain criteria under the individual contracts. The total amount of
outstanding letters of credit was approximately $1.8 million at March 31,
2000. The outstanding letters of credit reduce the amount available to be
drawn under our senior credit facility.

We have minimum purchase commitments of 15 million roaming minutes from
July 1999 to January 2002 from another wireless provider in Puerto Rico
relating to customers roaming outside our coverage area. We believe we will be
able to meet these minimum requirements.

Quantitative and Qualitative Disclosure About Market Risk

We are not exposed to fluctuations in currency exchange rates since all of
our services are invoiced in U.S. dollars. We are exposed to the impact of
interest rate changes on our short-term cash investments, consisting of U.S.
Treasury obligations and certain other investments in respect of institutions
with the highest credit ratings, all of which have maturities of three months
or less. These short term investments carry a degree of interest rate risk. We
believe that the impact of a 10% increase or decline in interest rates would
not be material to our investment income.

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<PAGE>

We use interest rate swaps to hedge the effects of fluctuations in interest
rates on our senior credit facilities. These transactions meet the
requirements for hedge accounting, including designation and correlation.
These interest rate swaps are managed in accordance with our policies and
procedures. We do not enter into these transactions for trading purposes. The
resulting gains or losses, measured by quoted market prices, are accounted for
as part of the transactions being hedged, except that losses not expected to
be recovered upon the completion of hedged transactions are expensed. Gains or
losses associated with interest rate swaps are computed as the difference
between the interest expense per the amount hedged using the fixed rate
compared to a floating rate over the term of the swap agreement. As of March
31, 2000, we have entered into six interest rate swap agreements totaling
$225.0 million to convert our variable rate debt to fixed rate debt. The
interest rate swaps had no material impact on our consolidated financial
statements as of and for the year ended December 31, 1999 or as of and for the
three months ended March 31, 2000. The swap agreements mature in September of
2003.

Quarterly Results of Operations

The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters ended March 31, 2000. This data has
been prepared on the same basis as the audited financial statements, and in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of the information
for the periods presented. Results for any previous fiscal quarter are not
necessarily indicative of results for the full year or for any future quarter.

Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
For the Quarter Ended
-------------------------------------------------------------------------------
June 30, September 30, December 31, March 31,
------------------ ------------------ ------------------- ------------------
1998 1999 1998 1999 1998 1999 1999 2000
------- -------- -------- -------- -------- --------- -------- --------
($ in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $ -- $ 17,128 $ -- $ 26,833 $ 29 $ 39,481 $ 4,240 $ 55,446
Operating loss.......... (6,624) (37,150) (12,239) (50,179) (21,373) (92,158) (26,944) (59,915)
Net loss................ (6,843) (45,990) (15,823) (65,792) (25,744) (106,921) (32,293) (74,499)
Accretion of mrps(a).... (190) (5,629) (3,819) (7,064) (4,541) (7,164) (4,267) (7,733)
Net loss attributable to
common equity.......... $ (7,033) $(51,619) $(19,642) $(72,856) $(30,285) $(114,085) $(36,560) $(82,232)
Net loss per share--
basic and diluted(a)... $ (363.75) $ (0.75) $ (1.23) $ (0.89) $ (0.51) $ (1.29) $ (0.62) $ (0.83)

</TABLE>
--------
(a) mrps--mandatorily redeemable preferred stock.

(b) Net loss attributable to common equity per share--basic and diluted for the
second quarter of 1998 was computed based on the common equity structure of
the predecessor company.

-40-

<PAGE>

THE WIRELESS COMMUNICATIONS INDUSTRY

Wireless communications systems use a variety of radio airwaves to transmit
voice and data. The wireless communications industry includes one-way radio
applications, such as paging or beeper services, and two-way radio
applications, such as personal communications services, or PCS, cellular
telephone and other technologies. Each application is licensed and operates in
a distinct radio airwave block.

Since the introduction of commercial cellular service in 1983, the wireless
communications industry has experienced dramatic growth. The number of
wireless subscribers in the United States has increased from an estimated
340,000 at the end of 1985 to over 86.9 million as of December 31, 1999,
according to the Cellular Telecommunications Industry Association, an
international association for the wireless industry. Paul Kagan Associates
Inc., an independent media and telecommunications association, estimates that
the number of wireless users in the United States will increase from
approximately 107.4 million by the end of 2000 to approximately 201.9 million
by the end of 2005. In addition, Paul Kagan Associates estimates that the
percentage of total users in the United States that are PCS users will
increase from 24.6% at the end of 2000 to 42.5% by 2005. The following chart
illustrates the estimated annual growth in U.S. wireless communications
customers, who use cellular, PCS or other two-way wireless services through
December 31, 1999:

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1995 1996 1997 1998 1999
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Wireless Industry Statistics(a)
Total service revenues (in billions).. $ 19.1 $ 23.6 $ 27.5 $ 33.1 $ 40.1
Wireless subscribers at end of period
(in millions)........................ 33.8 44.0 55.3 69.2 86.0
Subscriber growth..................... 40.0% 30.4% 25.6% 25.1% 24.3%
Average local monthly wireless bill... $51.00 $47.70 $42.78 $39.43 $41.24
</TABLE>
--------
Source: Cellular Telecommunications Industry Association.
(a) Reflects domestic commercially operational cellular, enhanced special
mobile radio and PCS and enhanced specialized mobile radio technology
providers.

In the wireless communications industry, there are two principal services
licensed by the FCC for transmitting voice and data signals: PCS and cellular.
Personal communications services, or PCS, is a term commonly used in the
United States to refer to service carried over the 1850 MHz to 1990 MHz
portion of the radio airwaves. Megahertz, or MHz, is a method of measuring
radio airwaves. Cellular is a term commonly used in the United States to refer
to service carried over the 824 MHz to 893 MHz portion of the radio airwaves.
Cellular service is the predominant form of wireless voice communications
service available. Cellular systems were originally analog-based systems,
although digital technology has been introduced in some markets. PCS systems
use digital technology. Analog technology currently has several limitations,
including lack of privacy and limited capacity. Digital systems convert voice
or data signals into a stream of digits that is compressed before
transmission, enabling a single radio channel to carry multiple simultaneous
signal transmissions. This enhanced capacity, along with improvements in
digital signaling, allows digital-based wireless technologies to offer new and
enhanced services, such as greater call privacy and robust data transmission
features, including mobile office applications like facsimile, e-mail and
wireless connections to computer/data networks, including the Internet. See
"Business--Government Regulation" for a discussion of the FCC auction process
and allocation of wireless licenses.

Operation of Wireless Communications Systems

Wireless communications system service areas, whether PCS, cellular or
other technologies, are divided into multiple units. Each unit contains a
transmitter, a receiver and signaling equipment to

-41-
<PAGE>

transmit wireless signals to individual phones. This equipment is connected by
telephone lines or microwave signals to call connection equipment that uses
computers to control the operation of the communications system for the entire
service area. The call connection equipment controls the connection of calls
and the connection of the wireless network to local telephone systems and long
distance carriers. The system controls the transfer of calls from equipment
site to equipment site as a subscriber's handset travels, coordinates calls to
and from handsets, allocates calls among the network equipment sites within
the system and connects calls to the local telephone system or to a long
distance telephone carrier. Wireless communications providers must establish
agreements with local and long distance carriers that allow them to pass
calls, or interconnect, thereby integrating their system with the existing
communications system.

Because the signal strength of a transmission between a handset and a
network equipment site declines as the handset moves away from the network
equipment site, the wireless network monitors the signal strength of calls in
progress. When the signal strength of a call declines to a predetermined
level, the call connection equipment may transfer the call to another network
equipment site where the signal is stronger. If a handset leaves the services
area of a PCS or cellular system, the call is disconnected unless there is a
technical connection with the adjacent system. If there is a technical
connection with the adjacent system, the customer may roam onto the adjacent
system.

Analog handsets that use the cellular portion of the airwaves are
functionally compatible with cellular systems in all markets in the United
States. As a result, these handsets may be used wherever a subscriber is
located, as long as a cellular system is operational in the area and either
the service provider's system covers such area or a roaming arrangement exists
with a provider covering the area.

Although PCS and cellular systems use similar technologies and hardware,
they operate on different portions of the airwaves and use different technical
and network standards. Use of advanced handsets makes it possible for users of
one type of system to roam on a different type of system outside of their
service area, and to transfer calls from one type of system to another if the
appropriate agreements are in place and the networks are properly configured
to transfer calls from one system to the next.

Currently, PCS systems operate under one of three principal digital signal
transmission technological standards that various operators and vendors have
proposed for use in PCS systems: TDMA, CDMA or GSM. TDMA and GSM are both time
division-based standards but are incompatible with each other and with CDMA.
Accordingly, a subscriber of a system that uses TDMA technology is unable to
use a TDMA handset when travelling in an area not served by TDMA-based PCS
operators, unless the subscriber carries a special handset that permits the
subscriber to use the analog or digital system on the cellular portion of the
airwaves in that area and the appropriate agreements are in place.

With an advanced handset, a user can place or receive calls using:

. a PCS system using the technological standard with which the handset is
compatible;

. a digital system on the cellular portion of the airwaves using the
corresponding technological standard; or

. an analog system on the cellular portion of the airwaves.

If a PCS system operated by the service provider or covered by a roaming
agreement is operating in the area, the call will be placed via this system.
If there is no PCS system providing coverage, the call will be placed through
a digital system on the cellular portion of the airwaves operating in the area
and providing coverage to the user, and if no digital system on the cellular
portion of the airwaves is providing coverage, the call will be connected over
an analog system that uses the cellular portion of the airwaves providing
coverage. These handsets allow for a call in progress to be handed off to an
adjacent system, whether the same mode or band or otherwise, without
interruption if the appropriate agreements are in place. Prior generations of
handsets would cut off the call when the handset left the coverage of one
system and would require the customer to place the call again using the
adjacent system.

-42-
<PAGE>

BUSINESS

TeleCorp

We are the largest AT&T Wireless affiliate in the United States in terms of
licensed population, with licenses to serve approximately 16.7 million people
in 50 markets. We have currently launched service in 32 of these markets
covering approximately 12.4 million people or approximately 74% of the
population where we hold licenses in the United States and Puerto Rico. We
provide digital wireless personal communications services, or PCS, in our
covered markets and as of April 30, 2000, we had more than 254,000 customers.
We have joined with Tritel and Triton PCS, two other AT&T Wireless affiliates,
to operate under a common regional brand name, SunCom. In February 2000, we
entered into agreements with AT&T Wireless and AT&T Wireless Services as a
result of which we expect to provide PCS services to a total of approximately
21.5 million people in 63 markets. These markets will encompass a contiguous
territory including nine of the 100 largest metropolitan areas in the United
States and popular vacation destinations such as: New Orleans and Baton Rouge,
Louisiana; Memphis, Tennessee; Little Rock, Arkansas; Milwaukee and Madison,
Wisconsin; Des Moines, Iowa; and San Juan, Puerto Rico and the U.S. Virgin
Islands.

Strategic Alliance With AT&T Wireless

AT&T is one of our largest investors and, upon consummation of the
agreements entered into in February 2000, will have increased its ownership
interest in us to approximately 23% from approximately 17%. As an AT&T
Wireless affiliate, we benefit from many business, operational and marketing
advantages, including:

. Coast-to-Coast Coverage. Outside our markets, our customers can place
and receive calls in AT&T Wireless's markets and the markets of AT&T
Wireless's other roaming partners.

Pending Transactions

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<PAGE>

and we and Tritel will become subsidiaries of the holding company. In connection
with the merger, AT&T Wireless Services agreed to contribute certain wireless
rights and commitments in the midwestern United States, including Milwaukee and
Madison, Wisconsin, cash of approximately $20 million and a two year extension
of its brand license in exchange for 9,272,740 common shares in the newly formed
holding company. Should these assets be contributed to the holding company
rather than the Company, holding company will contribute these assets to us,
other than the $20 million in cash and the two-year extension of its brand
license that we will have the benefit of. Additionally, in a separate
transaction with AT&T Wireless, we agreed to exchange our licenses in several
New England markets for certain wireless properties or rights to acquire
additional wireless properties in certain markets in Wisconsin and Iowa,
including Des Moines and a net cash payment to us of approximately $68 million.
We also obtained the right to extend the term and geographic coverage of AT&T's
license agreement and AT&T Wireless Services' roaming agreement with us to
include the new markets, either through amending our existing agreement or
entering into new agreements with the holding company on substantially the same
terms as our existing agreements. AT&T has also agreed to extend its affiliation
agreements to include licenses covering an additional 1.4 million people in the
Midwest if we acquire them.

The pending merger has been unanimously approved by our and Tritel's board
of directors, with three of our directors abstaining. In addition,
shareholders with greater than 50% of the voting power of each company have
agreed to vote in favor of the merger. The merger is subject to regulatory
approval and other conditions and is expected to close in the last quarter of
2000. For a more detailed description of the above transactions, see "The
Pending Merger and Related Transactions." For a presentation of the pro forma
financial aspects of each of these transactions, both individually and
combined, see "Financial Statements Index--Unaudited Pro Forma Condensed
Combined Financial Statements."

Competitive Strengths

In addition to our strategic alliance with AT&T, we believe we have several
key business, operational and marketing advantages, including our:

. Attractive Markets. The combination of our existing markets and,
assuming the consummation of the pending transactions, our new markets
in Wisconsin and Iowa would provide us with a contiguous footprint from
the Great Lakes in the north to the Gulf Coast of the United States in
the south. We believe our existing and new markets are, and will
continue to be, strategically important to AT&T because they are located
near or adjacent to traffic corridors in and around large markets such
as Houston, St. Louis and Milwaukee. After consummation of the pending
transactions, our markets would have favorable demographic
characteristics for PCS, with an average population density of
approximately 30% above the national average and would include major
population and business centers and vacation destinations that attract
millions of visitors per year. As independent wholly-owned subsidiaries
of a new holding company, TeleCorp and Tritel would continue to operate
in two contiguous service areas in the United States covering 35 million
people and 16 of the 100 largest metropolitan areas.

. Strong Capital Base. Upon completion of this offering and the completion
of an additional vendor financing facility, we expect to have sufficient
capital resources to fund our current business plan through 2003. These
funding requirements include capital expenditures and operating losses for
our existing markets as well as the development of the markets we expect to
obtain from AT&T Wireless Services assuming the consummation of the
agreements entered into in February 2000.

. Experienced and Incentivized Management. Our 21 member senior management
team has an average of 11 years of experience with leaders in the
wireless industry such as AT&T, Bell Atlantic, Bell South, Nextel,
ALLTELL and Sprint Spectrum. Together, they beneficially own
approximately 12% of our class A voting common stock on a fully-diluted
basis.

-44-
<PAGE>

. Substantial Airwave Capacity. We have licenses with a minimum of 35 MHz
of airwaves in our major urban markets of San Juan and New Orleans and
30 MHz in Little Rock and Memphis. Upon consummation of the pending
transactions, we will have 30 and 40 MHz of capacity in the major markets
of Milwaukee, and Madison, Wisconsin, respectively. Megahertz, or MHz,
represents a measure of airwave capacity. These amounts are equal to or
greater than those held by each of our principal competitors in each of
these markets. We believe these amounts of airwaves will enable us to
competitively deploy new and enhanced voice and data services. This
capacity will also permit us to provide service to the increasing number of
wireless users and to service increased use by subscribers.

. Substantial Progress to Date. Since we initiated service in our first
market in February 1999, we have achieved substantial progress in the
completion of our network and growth of our business. As of April 30,
2000, we had over 254,000 customers. As of March 31, 2000, we had
constructed 815 integrated cell sites and six call connection sites, and
had launched service in markets encompassing 74% of the total population
where we held our licenses. For the quarter ended March 31, 2000 we had
revenues of $55.4 million. Additionally, we had 56 SunCom company owned
stores, and over 1,300 additional outlets where retailers including
Circuit City, Cellular Warehouse, Metrocall, Office Depot, Staples, Best
Buy and Office Max offer our products and services.

Business Strategy

Our goal is to become the leading provider of wireless personal
communications services in each of our markets, by providing our customers
with simple-to-buy and easy-to-use wireless services, including coverage
across the nation, superior call quality, competitive pricing and personalized
customer care. The elements of our strategy to achieve these objectives are:

. Leverage AT&T Relationship. We receive numerous benefits from AT&T,
including market exclusivity, co-branding, roaming and coast-to-coast
coverage, and preferred terms on selected products and services. Also,
we benefit from AT&T's nationwide marketing and advertising campaigns.
In addition, we are working with AT&T's national sales representatives
to jointly market our wireless services to AT&T corporate customers
located in our markets.

. Provide Coast-to-Coast Coverage. Our market research indicates that
scope and quality of coverage are extremely important to customers in
their choice of a wireless service provider. We have designed extensive
local calling areas, and we offer coast-to-coast coverage through our
arrangements with AT&T Wireless and its roaming partners. Our network
covers those areas where people are most likely to take advantage of
wireless coverage, such as suburbs, metropolitan areas and vacation
locations: the places where they live, work and play.

. Offer Superior Call Quality. We are committed to making the capital
investment required to develop a quality network in our existing and new
markets. We intend to invest approximately $60 per covered person in our
licensed markets for the construction of our currently planned network,
which we believe will promote consistent quality performance and a high
level of customer satisfaction. Our capital investment is designed to
provide a highly reliable network as measured by performance factors
such as percentage of call completion and number of

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<PAGE>

dropped calls. We maintain a state-of-the-art network operations center
and, to ensure continuous monitoring and maintenance of our network, we
have a disaster recovery plan.

. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. Our pricing plans are
designed to promote the use of wireless services by enhancing the value
of our services to our customers. We include usage enhancing features
such as call waiting, three-way conference calling, and short message
service in our basic packages. We market our service with a simple, all-
in-one focus: digital phone, pager and voice mail. We offer our
customers affordable, simple calling plans, and we take advantage of the
coast-to-coast reach of AT&T and its roaming partners. Our national
SunRate plans are similar to AT&T Digital One Rate SM plans in which
minutes can generally be used throughout the United States without
paying additional roaming fees or long distance charges. We believe we
can offer competitive services because of the cost advantages provided
by our agreements with AT&T and the other SunCom companies, the cost-
effective characteristics of TDMA and our centralized administrative
functions and efficient distribution.

. Deliver Quality Customer Care. We serve our customers from our state-of-
the-art facility in Memphis, Tennessee, which houses our customer
service, collections and anti-fraud personnel. Convergys, a leading
provider of outsourced call center services, provides backup call center
support and, for our Spanish speaking customers, bilingual customer
service from two facilities in Florida. We have implemented a "one call
resolution" approach to customer care through the use of customer
support tools such as an advanced diagnostic mechanism and access to
online reference information. In addition, we emphasize proactive and
timely customer service, including welcome packages. Finally, we support
our customer care initiatives through employee compensation plans based
on subscriber satisfaction and retention.

Service and Features

Wireless Calling

Our primary service is digital wireless calling, which features advanced
handsets, enhanced voice clarity, improved protection from eavesdropping and a
broad feature set. Our basic wireless service offering includes caller
identification, three-way conference calling, call waiting, voicemail, paging
and short-messaging.

Feature-Rich Handsets

As part of our basic service offering, we provide easy-to-use, interactive
menu-driven handsets that can be activated over the air. These handsets
primarily feature word prompts and easy-to-use menus rather than numeric codes
to operate handset functions. These handsets allow mobile access to e-mail and
other Internet services.

Extended Battery Life

Our advanced handsets offer significantly extended battery life over
earlier technologies, providing up to 14 days of stand-by battery life.
Handsets operating on a digital system are capable of "sleep-mode" while
turned on but not in use, improving efficiency and extending battery life. We
expect that

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<PAGE>

this feature will increase usage, especially for incoming calls, as users will
be able to leave the phone on for significantly longer periods. The use of
these handsets further extends battery life by using a digital system for
roaming when in areas covered by digital systems.

Improved Voice Quality

We believe the version of TDMA we are using offers significantly improved
voice quality, more powerful error correction, less susceptibility to call
fading and enhanced interference rejection, which results in fewer dropped
calls compared to earlier versions of TDMA.

Voice Privacy and Call Security

Digital technology is inherently more secure than analog technologies. This
security provides increased voice privacy and enhanced fraud protection for
our customers.

Wireless Services Inside Buildings

As the use of wireless devices becomes more widespread, consumers
increasingly are demanding wireless services which extend into office
buildings, subways, airports, shopping centers and private homes. We use large
numbers of small network equipment sites to offer corporate users full
coverage inside buildings. We also provide intra-office wireless
communications capabilities letting the user dial office extensions without
the need to dial the complete telephone number. In addition, we are working
with a number of hardware and software suppliers to develop next generation
wireless office services including the use of small network equipment sites
within a building that circumvent the local carrier.

Data and Internet Services

Because of the quality of digital signal transmission, wireless
communications systems are suitable for the transmission of wireless data
services such as applications providing weather reports, sports summaries,
stock quotes, monitoring of alarm systems and internet access.

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<PAGE>

Market Overview

The following lists our current basic trading area wireless licenses, listed
under Existing BTA's, as well as basic trading area wireless licenses which we
may acquire or exchange, listed under Acquisition BTA's and Disposition BTA's,
in connection with the closing of the pending transactions, if consummated.

<TABLE>
<CAPTION>
Actual or Estimated Amount of
Existing BTA's 1998 Population (a) Launch Date Airwaves
-------------- ------------------- ------------------- ---------
(in thousands) (in MHz)
<S> <C> <C> <C>
San Juan, Puerto Rico
San Juan-Arecibo,
Humacao................. 2,719 June 1999 35
Mayaguez Aguadilla-
Ponce................... 1,089 First Quarter 2000 20
Virgin Islands........... 106 Fourth Quarter 2000(b) 20
-------
Total................... 3,914
New Orleans, Louisiana
New Orleans.............. 1,402 February 1999 35
Baton Rouge.............. 676 February 1999 20
Lafayette-New Iberia..... 531 June 1999 20
Lake Charles............. 279 March 2000 30
Houma-Thibodaux.......... 272 December 1999 25
Alexandria............... 265 Third Quarter 2000(b) 30
Hammond.................. 107 September 1999 10
-------
Total................... 3,532
Little Rock, Arkansas
Little Rock.............. 926 March 1999 30
Fort Smith............... 312 May 2000 20
Fayetteville............. 291 April 1999 20
Jonesboro................ 174 November 1999 20
Pine Bluff............... 148 Third Quarter 2000(b) 20
Hot Springs.............. 133 March 1999 20
El Dorado................ 103 Fourth Quarter 2002(b) 20
Russellville............. 95 February 2000 20
Harrison................. 88 Fourth Quarter 2001(b) 20
-------
Total................... 2,270
Memphis, Tennessee
Memphis-Oxford,
Mississippi............. 1,493 March 1999 30
Jackson.................. 276 September 1999 35
Dyersburg................ 116 Third Quarter 2000(b) 20
Blytheville, AR.......... 70 Third Quarter 2000(b) 20
-------
Total................... 1,955
St. Louis, Missouri
Springfield (c).......... 283 Fourth Quarter 2001(b) 20
Carbondale, IL........... 216 Fourth Quarter 2000(b) 20
Columbia................. 209 June 2000 20
Cape Giradeau............ 189 Fourth Quarter 2000(b) 20
Quincy................... 181 Fourth Quarter 2001(b) 20
Jefferson City........... 156 June 2000 20
Poplar Bluff............. 155 Fourth Quarter 2002(b) 20
Mt. Vernon, IL........... 121 Fourth Quarter 2000(b) 20
Rolla.................... 98 Fourth Quarter 2002(b) 20
West Plains.............. 76 Fourth Quarter 2002(b) 20
Kirksville............... 56 Fourth Quarter 2002(b) 20
-------
Total................... 1,740
Houston, Texas
Beaumont................. 459 June 2000 40
-------
Total................... 459
Louisville, Kentucky
Evansville, Indiana...... 518 Fourth Quarter 2000(b) 20
Paducah, Kentucky........ 231 Fourth Quarter 2000(b) 20
-------
Total................... 749
-------
Total Existing
BTA's................. 14,619(h)
=======
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Launch Amount of
Acquisition BTA's (d) 1998 Population(a) Date Airwaves
--------------------- ------------------ ------ ---------
(in thousands) (in MHz)
<S> <C> <C> <C>
Milwaukee, WI
Milwaukee, WI (a)..................... 1,850 TBD(e) 30
Madison, WI........................... 653 TBD 40
Appleton-Oshkosh, WI.................. 440 TBD 40
La Crosse, WI-Winona, MN.............. 311 TBD 30
Green Bay, WI......................... 266 TBD 40
Janesville-Beloit, WI................. 236 TBD 40
Stevens Point-Marshfield, WI.......... 163 TBD 30
Sheboygan, WI......................... 112 TBD 40
Fond du Lac, WI....................... 97 TBD 40
Manitowoc, WI......................... 84 TBD 40
Escanaba, MI.......................... 48 TBD 10
Marquette, MI......................... 10 TBD 10
-------
Total................................ 4,270
Des Moines, IA
Des Moines, IA........................ 775 TBD 30
Davenport, IA......................... 428 TBD 30
Cedar Rapids, IA...................... 280 TBD 30
Waterloo-Cedar Falls, IA.............. 259 TBD 40
Dubuque, IA........................... 179 TBD 40
Clinton, IA-Sterling, IL.............. 146 TBD 30
Burlington, IA........................ 138 TBD 10
Fort Dodge, IA........................ 126 TBD 10
Iowa City, IA......................... 124 TBD 30
-------
Total................................ 2,455
-------
Total Acquisition BTA's............. 6,725
=======
<CAPTION>
Disposition BTA's (f)
---------------------
<S> <C> <C> <C>
Boston, Massachusetts
Worcester, MA......................... 727 April 1999 20
Manchester, Concord, Nashua,
Portsmouth, NH....................... 584 April 1999 20
Boston, MA (g)........................ 383 April 1999 20
Hyannis, Nantucket, Cape Cod, Martha's
Vineyard, MA......................... 231 April 1999 20
-------
Total Disposition BTA's.............. 1,925
=======
Population Total....................... 21,344(h)
=======
</TABLE>
--------

(a) This table is based on the most current available statistics, as
calculated by Paul Kagan Associates, Inc. All BTA information other
than for Milwaukee, WI, which is based on Kagan's 1999 data, is derived
from Kagan's 1998 report.
(b) Estimated.
(c) Camden, Cedar, Dallas, Douglas, Hickory, Laclede, Polk, Stone, Taney,
Texas, Webster and Wright counties only.
(d) Licenses which may be received in connection with the pending
transactions.
(e) To be determined.
(f) Licenses which may be transferred in connection with the pending
transactions.
(g) Rockingham and Strafford counties only excluding the Boston, Massachusetts
BTA.
(h) Total does not include the population in the Boston, Massachusetts
BTA. This total does not include an estimated population increase of
200,000 in our licensed areas since 1998, which would result in a current
estimated total population of 16.7 million in our total existing markets and
of 21.5 million in our licensed areas.

Marketing Strategy

We believe that our affiliation with the AT&T brand name and the
distinctive advantages of our TDMA network, combined with our simple-to-buy
and easy-to-use philosophy, will allow us to expand our customer base by
capturing significant market share from existing providers of wireless
services in our markets. Additionally, we expect to attract new users to
wireless. We developed our marketing strategy on the basis of extensive market
research in each of our markets. This research indicates that limited coverage
of existing wireless systems, relatively high costs, inconsistent performance
and overall confusion about wireless services drive subscriber dissatisfaction
and reduce the attractiveness of wireless services for potential new
subscribers.

-49-
<PAGE>

We are focusing our marketing efforts on four primary market segments:

. corporate accounts;

. current wireless users;

. individuals with the intent to purchase a wireless product within six
months; and

. prepaid subscribers.

For each segment, we are creating a specific marketing program, including a
service package, pricing plan and promotional strategy. We believe that
targeted service offerings will increase customer loyalty and satisfaction,
reducing customer turnover.

The following are key components of our marketing strategy:

Branding

We market our wireless services as "SunCom, Member of the AT&T Wireless
Network" and use the globally recognized AT&T brand name and logo in equal
size and prominence with the SunCom brand name and logo. We believe that
consumers associate the AT&T brand with reliability and quality.

We have entered into agreements with Tritel Communications and Triton PCS,
other companies similarly affiliated with AT&T, to adopt a common regional
brand, SunCom. We and the other SunCom companies are establishing the SunCom
brand as a strong local presence with a service area covering a population of
approximately 43.0 million. We enjoy preferred pricing on equipment, handset
packaging and distribution by virtue of our affiliation with AT&T and the
other SunCom companies.

Advertising/Promotion

We believe that the most successful marketing strategy is to establish a
strong local presence in each of our markets. We are directing our media
efforts at the community level by advertising in local publications and
sponsoring local and regional events. We combine these local efforts with mass
market media, including television, radio, newspaper, magazine, outdoor and
internet advertisements. Outside advertising agencies support our brand
campaigns, and also develop newspaper, radio and web page advertisements to
promote specific product offerings and direct marketing programs for targeted
audiences. All of our advertising materials use the SunCom and AT&T names and
the tagline, giving equal emphasis to each, "SunCom, Member of the AT&T
Wireless Network."

Pricing

Our pricing plans are designed to be competitive and straightforward,
offering large buckets of minutes, large local calling areas and usage
enhancing features. We offer pricing plans tailored for our market segments,
including local, regional and national pricing plans. We also offer shared
minute pools that are available for businesses and families who have multiple
wireless users who want to share the bucket of minutes. From the launch of our
services through March 31, 2000 our average usage per subscriber was
approximately 320 minutes per month.

We believe the pre-paid subscriber segment represents a large market
opportunity, and we offer pricing plans that we expect will drive growth in
these categories. Pre-pay plans provide an opportunity for individuals whose
credit profiles would not otherwise allow them access to wireless communications
to take advantage of our services. In addition, our pre-pay plans provide an
attractive alternative for families and business users to control the usage of
family members or employees. We also structure our plans to be attractive to the
youth market, who we believe want to pay as they use the service.

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<PAGE>

We believe we differentiate ourselves from existing wireless competitors by
providing our pre-paid subscribers the same digital services and features
available to other customer segments. Our customers can use pre-pay service
virtually anywhere in the United States on our network, on AT&T's network or
through AT&T's extensive network of roaming agreements. Additionally, our pre-
pay customers hear a "whispered" announcement of time remaining in their
account before each call they place, which allows them to control usage and
reduce balance inquiries to customer service. By contrast, typical pre-pay
plans of our competitors limit service to their networks and usually provide
fewer features and a narrow selection of handsets.

AT&T introduced AT&T Digital One Rate SM in May 1998, a suite of rate plans
that allows customers to purchase a large bucket of minutes per month that can
be used locally, or across the U.S., on AT&T's wireless network and its
extensive network of roaming partners for a fixed price with no additional
roaming or long distance charges. The AT&T Digital One Rate SM and other
competing flat rate plans have caused shifts in calling patterns in the
wireless industry. We believe growth in this category will provide us a
valuable roaming revenue stream as AT&T Digital One Rate SM subscribers use
their minutes while visiting our networks.

We are able to offer a similar national SunRate plan by virtue of our
relationship with AT&T. Competing flat rate plans often limit flat rate usage
to the competitor's own networks. We are able to offer a differentiated
national rate plan by virtue of our roaming arrangements with AT&T and its
roaming partners.

We believe our pricing policies differentiate us from our competition
through simplicity and design. We offer 12 price plans per region, on average,
and we design our plans to encourage customers to enter into long-term
agreements.

Handsets

We sell our service exclusively with handsets that are compatible with
wireless communications systems that operate using digital service on the PCS
portion of the airwaves, as well as digital and analog service on the cellular
portion of the airwaves. Through the use of technologically advanced Nokia,
Ericsson and Motorola handsets, our customers can use their phones across a
variety of wireless networks.

Sales and Distribution

Our sales and distribution strategy is to use a balanced mix of
distribution channels to maximize penetration within our licensed service area
while minimizing customer acquisition costs. Our channels include a network of
company stores, nationally recognized retailers, a direct sales force for
corporate and business customers, regional and local mass merchandisers,
telesales, direct mail and online sales. We also work with AT&T's sales
channels to cooperatively exchange leads and develop new business.

Company Stores. Our stores range in size from small kiosks to 3,600 square
foot stores in the principal retail district in each market. As of March 31,
2000, we had opened 56 stores for the distribution and sale of our handsets
and expect to have a total of 89 SunCom stores open by the end of 2000. We
believe that company stores offer a considerable competitive advantage by
providing a strong local presence. We also believe that company stores offer
one of the lowest customer acquisition costs among our different distribution
channels. Sales representatives in company stores

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receive in-depth training to allow them to explain wireless communications
services simply and clearly. We believe this process distinguishes us from our
competitors and will improve our ability to attract subscribers within our
markets.

Retail Outlets. We have negotiated distribution agreements with national
and regional mass merchandisers and consumer electronics retailers, including
Circuit City, Cellular Warehouse, Metrocall, Office Depot, Staples, Best Buy
and Office Max in the U.S. and Farmacia El Amal, Let's Talk Wireless, Beeper
Connections and Radio Shack in Puerto Rico. We currently have over 1,300
retail outlet locations where customers can purchase our services. In some of
these retail store locations, we are implementing a store-within-a-store
concept, which uses visual merchandising to leverage the brand awareness
created by both SunCom and AT&T advertising.

Direct Sales and Marketing. Our direct corporate sales force focuses on
high-revenue, high-margin corporate users. As of March 31, 2000, our direct
corporate sales force consisted of approximately 100 dedicated professionals
targeting the wireless decision maker within large corporations. We also
benefit from AT&T's national corporate accounts sales force. AT&T, in
conjunction with us, supports our marketing of its services to AT&T's large
national accounts located in our service areas. We also employ 21 telesales
representatives in our Memphis call center and contract for 11 Spanish
speaking telesales representatives in Convergys' Fort Lauderdale, Florida
operations. We use direct marketing to generate leads and stimulate prospects,
allowing us to maintain low selling costs and to offer our customers
additional features or customized services.

Online Sales. Our web page provides current information about us, our
markets, our products and our services. All information that is required to
make a purchasing decision is available through our website and online store.
Customers are able to choose any of our rate plans, features, handsets and
accessories. The online store provides a secure environment for transactions,
and customers purchasing through the online store experience a similar
business process to that of customers purchasing service through other
channels.

Customer Care

We are committed to building strong customer relationships by providing
customers with prompt and helpful service. We serve our customers from our
state-of-the-art facility in Memphis, Tennessee. Convergys, a leading provider
of outsourced call center services, provides back up call center support and
bilingual customer service for our Spanish speaking customers from two
facilities in Florida. As of March 31, 2000, the three centers employed 368
customer care representatives including 149 of our employees. The multiple
center structure allows us to distribute customer service calls between the
centers to promote cost effective 24 hour/seven day a week customer service.
All of our centers have sophisticated infrastructure and information systems,
including automated call distributors and advanced diagnostic tools for one-
call trouble resolution. We emphasize proactive and responsive customer
service, including welcome packages along with first bill, three months and
one year anniversary calls. We are also expanding web-based services to
include online account information to allow customers to check billing, modify
service or otherwise manage their accounts.

Network Development

We launched commercial operations in February 1999 and have commenced our
services in each of our major markets. We launched our services in markets
which have attractive characteristics for a high volume of wireless
communications usage, including metropolitan areas, the surrounding suburbs,
commuting and travel corridors, and popular leisure and vacation destinations.
Immediately upon launch, customers had access to coast-to-coast coverage
through roaming arrangements with AT&T and its roaming partners, both inside
and outside its licensed areas. Within each market, geographic

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coverage will be based upon changes in wireless communications usage patterns,
demographic changes within our licensed areas and our experiences in those
markets. As of March 31, 2000, we provide coverage to approximately 74% of the
population of our licensed area. We define coverage to include an entire basic
trading area if we have a significantly developed system in that basic trading
area. As of March 31, 2000, our entire network covers a population of
approximately 12.4 million, and includes approximately 815 network equipment
sites and six connection sites.

To date, we have launched commercial service in the following 32 markets:

<TABLE>
<S> <C>
Fayetteville, AR Nantucket, MA*
Fort Smith, AR Worcester, MA*
Hot Springs, AR Oxford, MS
Little Rock, AR Columbia/Jefferson City, MO
Jonesboro, AR Concord, NH*
Russellville, AR Manchester, NH*
Baton Rouge, LA Nashua, NH*
Hammond, LA Portsmouth, NH*
Houma, LA Arecibo, PR
Lafayette, LA Humacao, PR
Lake Charles, LA Mayaguez, PR
New Iberia, LA Ponce, PR
New Orleans, LA San Juan, PR
Thibodaux, LA Jackson, TN
Cape Cod, MA* Memphis, TN
Martha's Vineyard, MA* Beaumont, TX
</TABLE>
--------
* We have agreed to transfer eight markets to AT&T in the pending
transactions.

Network Operations

We maintain a network operations center for continuous monitoring and
maintenance of our network. The effective operation of our network requires:

. connection agreements and agreements to transmit signals from network
equipment sites to call connection equipment with other communications
providers;

. long distance connection;

. the implementation of roaming arrangements;

. the development of network monitoring systems; and

. the implementation of information technology systems.

Connection Agreements

Our network is connected to the public telephone network to facilitate the
origination and termination of traffic between our network and both the local
and long distance carriers. We have signed agreements with multiple carriers,
including BellSouth, SBC Communications, Bell Atlantic and Puerto Rico
Telephone. In most cases these agreements are standard agreements entered into
with all qualifying carriers on generally the same terms, with each party
agreeing to pay the other for the carrying or completion of calls on the
other's network.

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Long Distance Connection

We have executed a wholesale long distance agreement with AT&T providing
for preferred rates for long distance services.

Roaming Arrangements

Through our arrangements with AT&T and via the use of advanced handsets,
our customers have roaming capabilities on AT&T's wireless network and AT&T's
customers have roaming capability on our wireless network. Further, we have
the benefit of AT&T's roaming agreements with third party carriers at AT&T's
preferred pricing. These agreements, together with AT&T's wireless network,
cover approximately 98% of the U.S. population, including in-region roaming
agreements covering all of our launched service areas.

Network Monitoring Systems

Our network operations center provides around-the-clock monitoring and
maintenance of our entire network. The network operations center is equipped
to constantly monitor the status of all network equipment sites and call
connection equipment and to record network traffic. The network operations
center provides continuous monitoring of system quality for blocked or dropped
calls, call clarity and evidence of tampering, cloning or fraud. We designed
our network operations center to oversee the interface between customer usage,
data collected by call connection equipment and our billing systems. Our
network operations center is located in the Memphis site containing call
connection equipment, and we have back-up network operations center
capabilities in our Arlington, Virginia data center.

Information Technology Systems

We operate management information systems to handle customer care, billing,
network management and financial and administrative services. The systems
focus on three primary areas:

. network management, including service activation, pre-pay systems,
traffic and usage monitoring, trouble management and operational support
systems;

. customer care, including billing systems and customer service and
support systems; and

. business systems, including financial, purchasing, human resources and
other administrative systems.

We have incorporated sophisticated network management and operations
support systems to facilitate network fault detection, correction and
management, performance and usage monitoring and security. System capabilities
have been developed to allow over-the-air activation of handsets and implement
fraud protection measures. We maintain stringent controls for both voluntary
and involuntary deactivations. We attempt to minimize customer disconnects
initiated by us through credit review and preactivation screening, to identify
prior fraudulent or bad debt activity and call pattern profiling, to identify
where activation and termination policy adjustments are needed.

Technology

TDMA Digital Technology

We have chosen digital TDMA technology for our network. TDMA technology
allows for:

. the use of advanced handsets which allow for roaming across the PCS and
cellular portion of the airwaves, including both analog and digital
technologies;

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. enhanced services and features, such as short-messaging, extended
battery life, added call security and improved voice quality; and

. network equipment sites that are small and that improve network coverage
with low incremental investment.

TDMA technology is the digital technology choice of two of the largest
wireless communications companies in the United States, AT&T and SBC
Communications. This technology served an estimated 35 million subscribers
worldwide and 19 million subscribers in North America as of December 31, 1999,
according to the Universal Wireless Communications Consortium, an association
of TDMA providers and manufacturers. We believe that the increased volume of
TDMA has increased the probability that this technology will remain an
industry standard. TDMA equipment is available from leading telecommunication
vendors such as Lucent, Ericsson and Northern Telecom, Inc.

Future Technology Development

Our advanced TDMA technology provides us the ability to offer new services,
including information services, wireless service applications inside
buildings, two-way text messaging, voice-activated dialing, audio e-mail
retrieval and web browsing. In addition, TDMA technology provides us with a
strong foundation for the introduction of high-speed wireless data.

Our planned evolution to higher speed data applications, including video
conferencing, is through the implementation of enhanced data rates for global
evolution, which is expected to be available in 2001. With our TDMA
architecture, we expect to be able to support faster transmission speeds with
limited software and hardware upgrades. We are working with AT&T to plan for
an evolution to these third generation services in 2002, and with Lucent to
understand the implications on our network development.

Competition

We believe that customers choose a wireless communications service provider
principally based upon network coverage, pricing, quality of service and
customer care. We compete directly with at least two cellular providers and
PCS providers in each of our markets and against enhanced special mobile radio
operations in some of our markets. We compete with at least one analog, one
CDMA and one GSM operator in each of our markets other than Puerto Rico and
New Orleans. Some of these providers have significant infrastructure in place,
often at low historical cost, have been operational for many years, and may
have greater capital resources than we do. The cellular operators we compete
with may upgrade their networks to provide services comparable to those we
offer.

We compete:

. in New Orleans, primarily against BellSouth for cellular services,
Sprint PCS and Verizon for PCS, and Nextel for enhanced special mobile
radio;

. in Memphis, primarily against Verizon and BellSouth for cellular
services, Powertel and Sprint PCS for PCS and Nextel for enhanced
special mobile radio;

. in Little Rock, primarily against ALLTEL and SBC Communications for
cellular services and Sprint PCS for PCS;

. in New England, primarily against SBC Communications and Verizon
Wireless for cellular services and Sprint PCS, Voicestream Wireless
Corporation for PCS and Nextel for enhanced special mobile radio; and

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. in Puerto Rico, primarily against Puerto Rico Telephone Company and SBC
Communications for cellular services and Centennial Cellular and NewCom
Wireless Services, Inc. for PCS.

Upon the close of the contribution and exchange, we will compete:

. in Iowa, primarily against Sprint PCS, Verizon, US Cellular, Nextel,
Voicestream Wireless Corporation and Western Wireless; and

. in Wisconsin, primarily against US Cellular, SBC Communications,
BellSouth, Sprint PCS and Verizon.

We also compete with resellers of wireless communications services in each
of our markets. Resellers purchase large volumes of services on a wireless
operator's network, usually at a discount, and resell the services to end
users under the reseller's own brand name. While the network operator receives
some revenue from the sale of services to the reseller, the operator is
competing with its own customer for sales to the end users. The principal
resellers in our existing markets include WorldCom, Inc. in New England and
Motorola in Puerto Rico. We have agreed to resell services to AT&T in each of
our markets should AT&T desire to do so. We have not yet entered into any such
arrangements with AT&T or any other party.

We have not obtained a significant share of the market in any of our areas
of operation. We face significant competition from operators who have already
established strong market positions and have signed up many customers. Most of
the existing cellular operators have developed systems that have larger local
and regional coverage than we currently have. We seek to compete by offering a
competitive product with attractive pricing plans and through our extensive
access to roaming, including in-region roaming, which gives us an effective
coverage area competitive with that of our principal competitors. We have
developed our pricing plans to be competitive and to emphasize the advantages
of our offerings. We have discounted and may continue to discount our pricing
in order to obtain customers or in response to downward pricing in the market
for wireless communications services.

We anticipate that market prices for wireless communications services
generally will decline in the future based upon increased competition. Our
ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and competitors' discount
pricing strategies, all of which could adversely affect our operating margins.
We plan to use our digital feature offerings, national network through our
AT&T affiliations, contiguous footprint providing an extended home calling
area, and local presence in secondary markets to combat potential competition.
We believe that our extensive digital network, once deployed, will provide a
cost effective means to react appropriately to any price competition.

Acquisition History

On April 20, 1999, we acquired PCS licenses covering the Baton Rouge,
Houma, Hammond and Lafayette, Louisiana basic trading areas from Digital PCS.
As consideration for these licenses, we issued to Digital PCS $2.3 million of
our common and preferred stock, paid Digital PCS approximately $0.3 million in
reimbursement of interest paid on U.S. government debt related to the licenses
and assumed debt owed to the U.S. government of $4.1 million less a discount
of $0.6 million, related to these licenses. These licenses cover a population
of approximately 1.6 million, including a population of 1.2 million in Baton
Rouge and Lafayette covered by licenses we already owned.

On May 24, 1999, we sold to AT&T Wireless $40.0 million of our series A, D
and F preferred stock. On May 25, 1999, we purchased PCS license and related
assets covering the San Juan major trading area from AT&T Wireless for $96.5
million in cash. In addition, we reimbursed AT&T Wireless $3.2

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million for microwave relocation and $0.3 million for other expenses AT&T
Wireless incurred in connection with the acquisition. This license covers a
population of approximately 3.9 million in Puerto Rico and the U.S. Virgin
Islands.

On June 2, 1999, we acquired PCS licenses covering the Alexandria, Lake
Charles and Monroe, Louisiana basic trading areas from Wireless 2000. As
consideration for these licenses, we issued approximately $0.4 million of
common and preferred stock, paid approximately $0.2 million to Wireless 2000
for microwave relocation expenses related to the Monroe license and reimbursed
Wireless 2000 $0.4 million for interest paid on government debt related to
their licenses. Additionally, we assumed $7.4 million, less a discount of $1.0
million of debt owed to the U.S. government related to these licenses. These
licenses cover a population of approximately 0.8 million. We cannot, without
AT&T Wireless' consent, develop the markets covered by the Monroe license.

Our agreements with AT&T Wireless were extended to cover the Baton Rouge,
Houma, Hammond and Lafayette, Louisiana basic trading areas; the San Juan,
Puerto Rico major trading area; and the Alexandria, Lake Charles and Monroe,
Louisiana basic trading areas, except for a portion of the Monroe basic
trading area, upon the closing of the Louisiana and Puerto Rico acquisitions.

On April 7, 2000, we completed our acquisition of TeleCorp LMDS, Inc.
through an exchange of all of the outstanding stock of TeleCorp LMDS for
878,400 shares of our class A voting common stock. TeleCorp LMDS's
stockholders are Mr. Vento, Mr. Sullivan and three of our initial investors.
By acquiring TeleCorp LMDS, we will gain local multipoint distribution service
licenses covering 1100 MHz of airwaves in the Little Rock, Arkansas basic
trading area and 150 MHz of airwaves in each of the Beaumont, Texas; New
Orleans, Louisiana; San Juan and Mayaguez, Puerto Rico; and U.S. Virgin
Islands basic trading areas.

On April 11, 2000, we completed our acquisition of the 15% of Viper
Wireless, Inc. that we did not yet own from Messrs. Vento and Sullivan in
exchange for an aggregate of 323,372 shares of our class A voting common stock
and 800 shares of our series E preferred stock through a merger of TeleCorp
Holding Corp. and Viper Wireless. TeleCorp Holding Corp. acquired 85% of Viper
Wireless on March 1, 1999 in exchange for $32.3 million contributed by AT&T
and some of our other initial investors for additional shares of our preferred
and common stock. Viper Wireless used the proceeds to participate in the
Federal Communications Commission's reauction of PCS licenses. Viper Wireless
was subsequently granted six PCS licenses in the reauction.

On April 27, 2000, we acquired 15 MHz of additional airwaves in the Lake
Charles, Louisiana basic trading area from Gulf Telecom, LLC. As consideration
for the additional airwaves we paid Gulf Telecom $0.3 million in cash, assumed
approximately $2.4 million in Federal Communications Commission debt related
to the license and reimbursed Gulf Telecom for all interest it paid to the
Federal Communications Commission for debt related to the license from June
1998 through March 2000.

Government Regulation

We are subject to substantial regulation by the Federal Communications
Commission, state public utility commissions and, in some cases, local
authorities. Our principal operations are classified as commercial mobile
radio service by the Federal Communications Commission, subject to regulation
under Title II of the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, as a common carrier and subject to regulation
under Title III of the Communications Act as a radio licensee. The states are
preempted from regulating our entry into and rates for commercial mobile radio
service offerings, but remain free to regulate other terms and conditions of
our commercial mobile radio services and to regulate other intrastate
offerings by us. Congress and the states regularly enact legislation, and the
Federal Communications Commission, state commissions and local authorities
regularly conduct rulemaking and adjudicatory proceedings that could have a
material adverse effect

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on us. In addition, government regulation may adversely affect our ability to
engage in, or rapidly complete, transactions and may require us to expend
additional resources in due diligence and filings related to the Federal
Communications Commission and other requirements, as compared to unregulated
entities.

Federal Communications Commission Common Carrier Regulation Under Title II

Under Title II of the Communications Act, among other things, we are:

. required to offer service upon reasonable request;

. prohibited from imposing unjust or unreasonable rates, terms or
conditions of service;

. proscribed from unjustly or unreasonably discriminating among customers;

. required to reserve communications capacity for law enforcement
surveillance operations and to make technical network changes to
facilitate this surveillance;

. required to make our services and products accessible to, and usable by,
Americans with disabilities, if readily achievable; and

. required to comply with limitations on our use of customer proprietary
network information.

Under the Telecommunications Act, we are entitled to benefits when
negotiating interconnection arrangements with other communications carriers,
such as resale rights, their customers being able to keep their old numbers
when switching to us and compensation equal to that of other carriers, but we
are subject to many of those same requirements when other carriers seek to
interconnect with our networks. The Federal Communications Commission is still
in the process of implementing some of these benefits. While the rates of
common carriers are subject to the Federal Communications Commission's
jurisdiction, the Federal Communications Commission forbears from requiring
commercial mobile radio service carriers to file tariffs for their services.
Common carriers, including commercial mobile radio service providers, are also
prohibited under the Communications Act from unreasonably restricting the
resale of their services and are required to offer unrestricted resale.

Federal Communications Commission Radio License Regulation Under Title III

Among other things, Title III of the Communications Act:

. does not permit licenses to be granted or held by entities that have
been subject to the denial of federal benefits;

. requires us to seek prior approval from the Federal Communications
Commission to transfer control of us or to assign our radio
authorizations, including subdividing our radio airwaves or partitioning
geographic license areas, except in very limited circumstances; and

. limits foreign ownership in radio licensees, including PCS providers.

Federal Communications Commission Commercial Mobile Radio Service Regulation

The Federal Communications Commission rules and policies impose substantial
regulations on commercial mobile radio service providers. Among other
regulations, commercial mobile radio service providers such as the company:

. incur costs as a result of required contributions to federal programs;

. are prohibited from acquiring or holding an attributable interest in
PCS, cellular or special mobile radio licenses with more than 45 MHz of
airwaves in the same metropolitan area, and more than 55 MHz in rural
markets, although these rules are currently subject to requests for
modification;

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. are required to provide at least manual roaming service to enable a
customer of one provider to obtain service while roaming in another
carrier's service area;

. are required to route emergency calls to public safety centers and
provide the public safety centers under certain circumstances with
information regarding the originating number and the general location of
the caller;

. are required to comply with federal rules governing radio frequency
transmissions in order to limit exposure, by both the general public and
maintenance personnel, to potentially harmful radiation; and

. will eventually be required to allow customers to retain their telephone
numbers when changing service providers in some circumstances.

Federal Communications Commission Personal Communications Services Regulation

We are subject to service-specific regulations under the Federal
Communications Commission's rules. Among other things, these regulations
provide that PCS licensees, such as us, be granted licenses for a 10-year
term, subject to renewal. Under these policies, we will be granted a renewal
expectancy that would preclude the Federal Communications Commission from
considering competing applications if we have:

. provided "substantial" performance that is "sound, favorable and
substantially above a level of mediocre service just minimally
justifying renewal"; and

. substantially complied with the Federal Communications Commission rules
and policies and the Communications Act.

These regulations also govern the transmission characteristics of PCS
handsets and network equipment sites and other technical requirements. PCS
licensees are required to comply with limits intended to ensure that these
operations do not interfere with radio services in other markets or in other
portions of the airwaves and to ensure emissions from mobile transmitters do
not cause adverse health effects. We are also subject to minimum construction
requirements that will require us to deploy facilities with service coverage
of a particular amount of the population of our licensed areas within
specified time periods.

Relocation of Fixed Microwave Licensees

Because PCS carriers use airwaves occupied by existing microwave licensees,
the Federal Communications Commission has adopted special regulations
governing the relocation of incumbent systems and cost-sharing among licensees
that pay to relocate microwave incumbents. Relocation usually requires a PCS
operator to compensate an incumbent for the costs of system modifications and
new equipment required to move the incumbent to new portions of the airwaves,
including possible premium costs for early relocation to alternate portions of
the airwaves. The transition plan allows most microwave users to operate in
the PCS portion of the airwaves for a one-year voluntary negotiation period
and an additional one-year mandatory negotiation period following the issuance
of the PCS license. These periods are longer for public safety entities. We
have entered into all necessary agreements for microwave relocation. Under
certain circumstances relocated licensees may exercise their rights to move
back to their original sites in the event the new sites are inadequate.

Local Multipoint Distribution Service Regulation

TeleCorp LMDS holds certain Local Multipoint Distribution Service, referred
to as "LMDS," licenses that are subject to service specific Federal
Communications Commission regulations. Like the PCS service specific
regulations, these regulations provide that LMDS licensees such as the company

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are granted licenses for a 10-year term subject to renewal. Under these
policies, we will be granted a renewal expectancy that would preclude the
Federal Communications Commission from considering competing applications if
we have:

. provided "substantial" performance that is "sound, favorable and
substantially above a level of mediocre service just minimally
justifying renewal"; and

. substantially complied with Federal Communications Commission rules and
policies and the Communication Act.

These regulations also govern the transmission characteristics of LMDS
systems and other technical requirements. LMDS licensees are required to
comply with limits intended to ensure that these operations do not interfere
with radio services in other markets or in other portions of the airwaves and
to ensure emissions from transmitters do not cause adverse health effects. In
addition, depending upon how we use such licenses, we may become subject to
additional federal or state regulations.

Federal Communications Commission and Federal Aviation Administration
Facilities Regulation

Because we acquire and operate antenna sites for use in our networks, we
are subject to Federal Communications Commission and Federal Aviation
Administration regulations governing registration of towers, the marking and
lighting of structures and regulations governing compliance with the National
Environmental Policy Act of 1969, which requires carriers to assess the impact
of their operations on the environment, including the health effects of radio
airwave radiation on humans.

Federal Communications Commission Designated Entity Regulation

Federal Communications Commission licenses are held by certain of our
subsidiaries under the Federal Communications Commission's designated entity
policies. Under such policies, for a period of five years from initial license
grant, some of our licenses can only be held by a company that meets the
Federal Communications Commission's criteria for "entrepreneurial" status. In
addition, some of our licenses were awarded subject to bidding credits because
the original bidder met the criteria for "small business" or "very small
business" status. With respect to our designated entity licenses, we:

. believe we met the relevant eligibility and benefits criteria at the
time such licenses were granted;

. believe our subsidiaries continue to hold such licenses in compliance
with the Federal Communications Commission's eligibility and benefits
criteria; and

. intend to diligently maintain our subsidiaries eligibility and benefits
in compliance with applicable Federal Communications Commission rules.

We rely on representations of our investors to determine their compliance
with the Federal Communications Commission's rules applicable to PCS licenses.

Entrepreneurial Eligibility. Under the Federal Communications Commission's
designated entity rules for PCS, the C and F Blocks of PCS spectrum were set
aside by the Federal Communications Commission for entrepreneurs. Only
entrepreneurs were eligible to bid for these licenses and, for a period of
five years from the original grant, only entrepreneurs may hold these
licenses. TeleCorp Holding and Viper both hold PCS licenses as entrepreneurs,
having won some licenses at auction and having acquired some licenses from
other entrepreneurs. To qualify as an entrepreneur, our designated entity
subsidiaries, their attributable investors, the affiliates of our designated
entity subsidiaries and the affiliates of the attributable investors in our
designated entity subsidiaries must have had less than $500 million in net
assets at the time they acquired their initial licenses and

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average aggregate gross revenues of less than $125 million for the two years
prior to filing their applications for these licenses. To the extent an
entrepreneur grows beyond these limits as a result of normal business growth,
it will retain its eligibility to hold its licenses and even may continue to
acquire additional entrepreneurial licenses from other entrepreneurs.

Small Business and Very Small Business Status. Under the Federal
Communications Commission's designated entity policies, TeleCorp Holding,
TeleCorp LMDS and Viper received their licenses subject to bidding credits,
and in some cases, government financing, awarded because of their status as
very small businesses and, in the case of Airwave Communications (the
predecessor of Tritel), as a small business. In order to qualify for bidding
credits or government financing, or to acquire licenses originally awarded
with bidding credits or government financing without being subject to penalty
payments, the Federal Communications Commission considers the aggregate
average gross revenues of the applicant, its attributable investors, the
applicant's affiliates, and the affiliates of the applicant's attributable
investors for the prior three years. If these average annual revenues are less
than $40 million, the entity will be considered a small business. If these
average annual revenues are less than $15 million, the entity will be
considered a very small business. To the extent a small business or very small
business grows beyond these limits as a result of normal business growth, it
will not lose its bidding credits or governmental financing, but its status is
not grandfathered for other licenses it subsequently acquires. Each of
TeleCorp Holding, TeleCorp LMDS and Viper qualified as a very small business
in the relevant auction. Airwave Communications qualified as a small business.
TeleCorp Holding has also acquired licenses in the aftermarket as a very small
business. After 1999, however, our designated entity subsidiaries will only
qualify as small businesses for future acquisitions.

Control Group Requirements. For our designated entity subsidiaries to avoid
attribution of the revenues and assets of some of their investors, our
designated entity subsidiaries are required to maintain a conforming control
group and to limit the amount of equity held by other entities on a fully-
diluted basis. These requirements mandate that the control group, among other
things, have and maintain both actual and legal control of the licensee. Under
these control group requirements:

. an established group of investors meeting the financial qualifications
must own at least three-fifths of the control group's equity, or 15% of
the licensee's overall equity, on a fully-diluted basis and at least
50.1% of the voting power in the licensee entity; and

. additional members of the control group may hold up to two-fifths of the
control group's equity, or up to 10% equity interest on a fully-diluted
basis in the licensee entity.

Additional members may be non-controlling institutional investors,
including most venture capital firms. A licensee must have met the
requirements at the time it filed its application to acquire these licenses
and must continue to meet the requirements for five years following the date
that a license is granted, although normal business growth is permitted.
Beginning the fourth year of the license term, the Federal Communications
Commission rules:

. eliminate the requirement that the 10% equity interest be held by
certain limited classes of investors; and

. allow the qualifying investors to reduce the minimum required equity
interest from 15% to 10%.

Federal Communications Commission Transfer Restrictions

During the first five years of their license terms, designated entity PCS
licensees may only transfer or assign their license, in whole or in part, to
other qualified entrepreneurs. The acquiring entities would take over the
license, or any portion of the license, subject to separately established
installment

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payment obligations. After five years, licenses are transferable to
entrepreneurs and non-entrepreneurs alike, subject to unjust enrichment
penalties. If transfer occurs during years six through ten of the initial
license term to a company that does not qualify for the same level of auction
preferences as the transferor, the sale would be subject to immediate payment
of the outstanding balance of the government installment payment debt and
payment of any unjust enrichment assessments as a condition of transfer. The
Federal Communications Commission has also initiated transfer disclosure
regulations that require licensees who transfer control of or assign a PCS
license within the first three years to file associated contracts for sale,
option agreements, management agreements or other documents disclosing the
total consideration that the applicant would receive in return for the
transfer or assignment of its license.

State and Local Regulation

The Federal Communications Commission permits the states to:

. regulate terms and conditions of our commercial mobile radio service
services other than rates and entry and may regulate all aspects of our
intrastate toll services;

. regulate the intrastate portion of services offered by local telephone
carriers, and therefore the rates we must pay to acquire critical
facilities from other common carriers;

. administer numbering resources, subject to federal oversight; and

. have other responsibilities that impact the nature and profitability of
our operations, including the ability to specify cost-recovery
mechanisms for network modifications to support emergency public safety
services.

States and localities also regulate construction of new antenna site
facilities and are responsible for zoning and developmental regulations that
can materially impact our timely acquisition of sites critical to our radio
network.

Emission and Hands-Free Regulation

Media reports have suggested that some radio airwave emissions from
wireless handsets may be linked to health concerns, including the incidence of
cancer. Data gathered in studies performed by manufacturers of wireless
communications equipment dispute these media reports. The Federal
Communications Commission has adopted rules specifying the methods to be used
in evaluating radio airwave emissions from radio equipment, including wireless
handsets. The hand-held digital telephones that we offer to our customers
comply with the standards adopted under the new rules, although these handsets
may not comply with any rules adopted by the Federal Communications Commission
in the future. Recent studies have shown that hand-held digital telephones
interfere with medical devices, including hearing aids and pacemakers, and
additional studies are underway.

Various state legislatures have proposed or considered measures that would
require hands free use of cellular phones while operating motor vehicles, ban
cellular phone use or limit the length of calls while driving and require
drivers to pull to the side of the road to use cellular phones. In addition,
some gas stations have banned the use of mobile phones on their premises.

Intellectual Property

The AT&T globe design logo is a service mark registered with the U.S.
Patent and Trademark Office. AT&T owns the service mark. We use the AT&T globe
design logo, on a royalty free basis, with equal emphasis on the SunCom brand
and logo, solely within our licensed area in connection with

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<PAGE>

marketing, offering and providing licensed services to end-users and resellers
of our services. Our license agreement with AT&T grants us the right and
license to use licensed marks on permitted mobile phones. This license
agreement contains numerous restrictions with respect to the use and
modification of licensed marks.

The Company, Tritel and Triton have adopted a common brand, SunCom. Each of
the SunCom companies owns one-third of Affiliate License Co., which owns the
SunCom name and has no other operations. We, along with the other SunCom
companies license the SunCom name from Affiliate License Co. We use the brand
to market, offer and provide services to end-users and resellers of our PCS.

Employees

As of March 31, 2000, we employed approximately 1,100 people. None of our
employees currently are represented by a union and we believe that our
relations with our employees are good.

Properties

We lease space for our call connection equipment in New Orleans, Boston and
Puerto Rico and for our network operations center, our call connection
equipment, our customer care and our data center in Memphis. Further, we have
operating leases primarily related to our headquarters, regional offices,
retail store locations, distribution outlets, office space and network
equipment sites.

Legal Proceedings

We are not a party to any lawsuit or proceeding which is likely, in the
opinion of management, to have a material adverse effect on our financial
position, results of operations and cash flows. We are a party to routine
filings and customary regulatory proceedings with the Federal Communications
Commission relating to our operations.

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<PAGE>

MANAGEMENT

Executive Officers and Directors

The table below sets forth certain information regarding our directors and
executive officers. Upon the closing of the merger, we do not expect our
management to change.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Gerald T. Vento.......... 53 Chief Executive Officer and Chairman
Thomas H. Sullivan....... 38 Executive Vice President, Chief Financial Officer and Director
Julie Dobson............. 43 Vice President, Chief Operating Officer
Michael R. Hannon........ 40 Director
Scott Anderson........... 41 Director
Rohit M. Desai........... 61 Director
James M. Hoak............ 56 Director
William W. Hague ........ 45 Director
William Kussell.......... 41 Director
Michael Schwartz......... 35 Director
</TABLE>

Gerald T. Vento: Mr. Vento is our co-founder and co-founder of our
predecessor company, TeleCorp Holding Corp., Inc., and has been our Chief
Executive Officer and a director since our inception in July 1997. He has been
Chairman of our board of directors since June 1999. From December 1993 to
March 1995, Mr. Vento was Vice Chairman and Chief Executive Officer of Sprint
Spectrum/American PCS, L.P. From April 1995 to March 1998, Mr. Vento was
Chairman of Entel Technologies, Inc., a wireless site acquisition and
construction management company. From April 1996 to October 1996, Mr. Vento
also served as the Chief Executive Officer of National Fiber Networks, Inc.
Mr. Vento also served as managing partner in a joint venture with the
Washington Post Company to build and operate that company's systems in the
United Kingdom prior to its sale in 1993 to TCI/US West Communications. Mr.
Vento has spent over twenty years in cable, telephone and wireless businesses.
Mr. Vento was the founder and Managing General Partner of several cable
television companies, which he developed from inception throughout the United
States and Puerto Rico.

Thomas H. Sullivan: Mr. Sullivan is the co-founder of TeleCorp and co-
founder of our predecessor company, TeleCorp Holding Corp., Inc., and has been
our Executive Vice President and one of our directors since our inception in
July 1997, and Chief Financial Officer since March 1999. Mr. Sullivan served
as President of TeleCorp Holding Corp., Inc. from 1996 to 1998 and has served
as a senior executive and founder of several wireless and wireline companies
for the past six years. From 1992 to 1999, Mr. Sullivan was a partner of, and
counsel to, McDermott, Will & Emery, where he served as co-head of its
telecommunications practice and co-chairman of its Boston corporate
department.

Julie Dobson: Ms. Dobson has served as our Chief Operating Officer since
July 1998. Prior to joining the company, Ms. Dobson was President of Bell
Atlantic Corporation Mobile Systems(TM) New York/New Jersey Metro Region. She
was responsible for sales, marketing, customer service and the continued
expansion of that company's wireless communications network in the region. She
also oversaw more than 1,500 employees and an extensive retail store network
in 22 counties in New York and northern and central New Jersey. Ms. Dobson had
been with Bell Atlantic since 1980, when she began her career as an account
executive in sales at Bell Atlantic-Pennsylvania, and had served in a variety
of positions in sales, sales management and marketing over the last two
decades.

Michael R. Hannon: Mr. Hannon has been a General Partner of Chase Capital
Partners, a general partnership with over $15 billion under management, since
January 1988. Chase Capital Partners invests in a wide variety of
international equity opportunities, including management buyouts,

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<PAGE>

growth equity and venture capital situations. Chase Capital Partners' is an
affiliate of The Chase Manhattan Corporation, one of the largest bank holding
companies in the United States. Mr. Hannon also serves as the global practice
head of the media and telecommunications industry at Chase Capital Partners.
From 1998 until November 1999, Mr. Hannon served as our Chairman and he is
currently on the board of directors of Entercom Communications, Telesystem
International Wireless and several privately held media and telecommunications
firms. He has served as one of our directors since July 1998.

Scott Anderson: Since 1997, Mr. Anderson has served as Principal in Cedar
Grove Partners, LLC, an investment and consulting/advisory partnership, and
since 1998 as Principal in Cedar Grove Investments, LLC, a private seed
capital investment fund. He was a board member of Tegic, a wireless technology
licensing company until its merger with American Online, Inc. in 1999 and is a
board member of Triton, Wireless Facilities, Inc., Telephia, Inc., ABC
Wireless, LLC and Xypoint, Inc. He was employed by McCaw Cellular
Communications and AT&T Wireless Services from 1986 until 1997, where he last
served as Senior Vice President of the Acquisitions and Development Group. Mr.
Anderson has served as one of our directors since July 1998 and as one of
Tritel's directors since January 1999.

Rohit M. Desai: Mr. Desai has been the Chairman, President and Chief
Investment Officer of Desai Capital Management Incorporated, an equity
investment firm with approximately $2 billion under management, since 1984.
Desai Capital Management is the investment advisor to Equity-Linked Investors
II, Private Equity Investors III, L.P., and Private Equity Investors IV, L.P.,
of which Mr. Desai is the managing general partner. Mr. Desai currently sits
on the board of The Rouse Company, Sunglass Hut International, Finlay Fine
Jewelry Holdings, Independence Community Bankcorp and Sitel Corporation. He
has served as one of our directors since July 1998.

James M. Hoak, Jr.: Mr. Hoak has served as Chairman and a Principal of Hoak
Capital Corporation, a private equity investment firm, since September 1991.
He has also served as Chairman of HBW Holdings, an investment bank, from July
1996 to November 1999, and continues to serve as a director of this firm. He
served as Chairman of Heritage Media Corporation, a broadcasting and marketing
services firm, from its inception in August 1987 to its sale in August 1997.
From February 1991 to January 1995, he served as Chairman and Chief Executive
Officer of Crown Media, Inc., a cable television company. From 1971 to 1987,
he served as President and Chief Executive Officer of Heritage Communications,
Inc., a diversified communications company, and as its Chairman and Chief
Executive Officer from August 1987 to December 1990. He is also a director of
PanAmSat Corporation, Pier 1 Imports and Texas Industries. He has served as
one of our directors since July 1998.

William W. Hague: Mr. Hague was appointed as a director on our board on
April 28, 2000 by AT&T Wireless and previously served as a member of our Board
of Directors from July 1998 through March 1999. Mr. Hague also served as a
member of the Board of Directors of our predecessor company from April 1998
through July 1998. Mr. Hague serves as the Senior Vice President, Corporate
Development, Mergers and Acquisitions at AT&T Wireless Services where he has
been employed since 1995. Prior to this position, and beginning in 1992, he
acted as Director of Acquisitions and Legal Affairs at Pacific Northwest
Cellular/Western Wireless Corporation. From 1986 through 1992, Mr. Hague
practiced law at the Seattle, Washington office of Stokes Lawrence, LLC where
he was a partner. Mr. Hague is also a member of the Board of Directors of
Triton PCS, Inc., where he serves on the Audit Committee and is a member of
the management committee of Far Eastone.

William Kussell: Mr. Kussell has served as a director on our board since
July 1998. Mr. Kussell has served as President of Dunkin' Donuts marketing
office since 1996, as well as Retail Concept Officer for Allied Domecq
Retailing USA since 1997. In this role, Mr. Kussell leads the overall strategy
for Dunkin' Donuts as well as oversees the development of the Baskin Robbins
Brand. Mr. Kussell has

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<PAGE>

over 13 years of brand building marketing experience within several
industries, ranging from food to photography. He was Vice President of
worldwide marketing for Reebok where he helped build Reebok's worldwide brand
image and led the entry into the home fitness video and programming business.

Michael Schwartz: Mr. Schwartz is a co-founder, director and Executive Vice
President of habit.com, a technology infrastructure company. Prior to joining
habit.com in March 2000, he was a Vice President in AT&T Wireless Services'
Corporate Development, Mergers and Acquisitions group. Mr. Schwartz continues
to provide services to AT&T Wireless on a part-time basis. From September 1996
through September 1998, Mr. Schwartz was in private law practice in the
Seattle firm of Riddell Williams P.S. He has served as one of our directors
since November 1998.

After consummation of the merger our board of directors will consist of
Messrs. Vento and Sullivan and our officers will consist of Messrs. Vento and
Sullivan and Ms. Dobson.

Compensation of Directors

Representatives of our initial investors who serve on our board or any
committee of our board do not receive cash compensation for their service on
our board. Other non-management members of our board or its committees receive
a quarterly stipend of $1,875, $1,000 for attending each board or committee
meeting and $500 for participating in each teleconference. The directors are
also eligible to receive stock options. All members of our board or any
committee of our board, including our management members, will be reimbursed
for out-of-pocket expenses in connection with attendance at meetings.

Committees of the Board of Directors

Our bylaws provide that our board may establish committees to exercise
powers delegated by the company. Under that authority, the board has
established an audit committee and a compensation committee.

Option Grants in Fiscal Year Ending December 31, 1999

There were no stock options awarded by the company to the named executive
officers in the last fiscal year.

Management Agreement

Under the management agreement dated July 17, 1998, as amended, TeleCorp
Management Corp., under our oversight, review and ultimate control and
approval, assists us with:

. administrative services, such as accounting, payment of all bills and
collection;

. operational services, such as engineering, maintenance and construction;

. marketing services, such as sales, advertising and promotion;

. regulatory services, such as tax compliance, Federal Communications
Commission applications and regulatory filings; and

. general business services, such as supervising employees, budgeting and
negotiating contracts.

Mr. Vento and Mr. Sullivan own TeleCorp Management Corp.

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<PAGE>

TeleCorp Management Corp. has agreed to provide the services of Mr. Vento
and Mr. Sullivan in connection with the performance of TeleCorp Management
Corp.'s obligations under the management agreement. Mr. Vento and Mr. Sullivan
have agreed to devote their entire business time and attention to providing
these services, provided that they may devote reasonable periods of time to
other enumerated activities.

We reimburse TeleCorp Management Corp. for all out of pocket expenses it
incurs for the retention of third parties on our behalf. We pay TeleCorp
Management Corp. fees of $550,000 per year, payable in monthly installments.
TeleCorp Management Corp. is also entitled to a potential annual bonus based
upon the achievement of objectives established by the compensation committee
of TeleCorp's board of directors for a particular calendar year. In 1998 and
1999, TeleCorp Management Corp. earned bonuses totaling approximately $282,500
and $550,000, respectively.

The management agreement has a five-year term. We may terminate the
management agreement immediately in certain circumstances including:

. indictment of Mr. Vento or Mr. Sullivan for a felony;

. a material breach which remains uncured after 30 days written notice;

. the failure of TeleCorp Management Corp. to provide us with the services
of Mr. Vento and Mr. Sullivan;

. an event of default on any of our credit agreements for borrowings of
$25.0 million or more; or

. acceleration of any of our indebtedness over $25.0 million.

TeleCorp Management Corp. may terminate the agreement voluntarily upon 30
days written notice to us. TeleCorp Management Corp. may also terminate the
agreement immediately if:

. Mr. Vento and Mr. Sullivan are removed as directors or are demoted or
removed from their respective offices or there is a material
diminishment of Mr. Vento's and Mr. Sullivan's responsibilities, duties
or status, which diminishment is not rescinded within 30 days after the
date of receipt by our board of directors from Mr. Vento and Mr.
Sullivan of their respective written notice referring to the management
agreement and describing the diminishment; or

. We relocate our principal offices without TeleCorp Management Corp.'s
consent to a location more than 50 miles from our principal offices in
Arlington, Virginia.

If TeleCorp Management Corp. terminates the agreement for the two preceding
reasons or if we terminate the agreement because of a breach by TeleCorp
Management Corp., or we fail to comply with any of our credit agreements for
borrowed money in the amount of $25.0 million or more, TeleCorp Management Corp.
will be entitled to its management fee and annual bonus. Their annual bonus will
be determined as follows:

. if the date of termination is on or prior to June 30 or any applicable
calendar year, the annual bonus will be equal to a pro rata portion of
the annual bonus in respect of that year, as determined based upon our
achievement of the objectives for that year;

. if the date of termination is after June 30 of any applicable calendar
year, the annual bonus will be equal to the annual bonus payable in
respect of that year, as determined based upon our achievement of the
objectives for that year,

in either instance payable upon the later to occur of 30 days after
certification of our financial statements for that year and the last day of
the month after which we retained a new management

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<PAGE>

service provider, and conditioned upon TeleCorp Management Corp. having
nominated a successor person or persons, who are acceptable to our board of
directors, and:

. who would not cause a significant and detrimental effect on our
eligibility to hold its PCS licenses and to realize the benefits, if
any, that we derive from TeleCorp Management Corp.'s status as a very
small business; and

. to whom our voting preference common stock and class C common stock will
be transferred by Mr. Vento and Mr. Sullivan.

Pursuant to the merger, Messrs. Vento and Sullivan will enter into a new
management agreement with the newly formed holding company which is
substantially similar to the original management agreement with the company.
Under the new management agreement, which will become effective on the closing
of the Tritel merger, if either Mr. Sullivan or Mr. Vento are removed without
cause or leave with good reason, then our repurchase rights with respect to Mr.
Sullivan's and Mr. Vento's unvested stock will terminate and Mr. Sullivan's and
Mr. Vento's unvested stock will become immediately vested.

The management agreement protects us if TeleCorp Management Corp. does not
nominate an acceptable person or persons to provide management services to
TeleCorp.

The shares of class A voting common stock and series E preferred stock that
Mr. Vento and Mr. Sullivan received under the securities purchase agreement
vest in accordance with the following schedule, which is contained in the
management agreement:

Vesting Date Percent of Shares
------------ -----------------

July 17, 1998.............................................. 20%
July 17, 2000.............................................. 15%
July 17, 2001.............................................. 15%
July 17, 2002.............................................. 15%
July 17, 2003.............................................. 15%

The remaining shares vest according to the completion of different steps in
our minimum construction plan.

We are obligated to repurchase from Mr. Vento and Mr. Sullivan, and they
are required to sell to us, following the termination of the management
agreement for any reason, the amount of our class A voting common stock, up to
5,764,596 shares, and our series E preferred stock, up to 18,219 shares, that
have not yet vested.

During the term of the management agreement, and under limited
circumstances for a period following termination, TeleCorp Management Corp.,
Mr. Vento and Mr. Sullivan are prohibited from assisting or becoming
associated with any person or entity, other than as a holder of up to 5% of
the outstanding voting shares of any publicly traded company, that is actively
engaged in the business of providing mobile wireless communications services
in our territory, and from employing any person who we employed unless that
person was not employed by us for a period of at least six months.

Employment Agreement

On July 17, 1998, we entered into an employment agreement with Julie
Dobson. On February 27, 2000, we agreed to amend Ms. Dobson's employment
agreement to be effective upon the closing of the merger.

The Original Agreement. Under the original agreement Ms. Dobson serves as
our Chief Operating Officer at a base annual salary of $250,000. Ms. Dobson is
eligible under the employment

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<PAGE>

agreement, at our board of directors' discretion, to receive a potential
annual bonus based upon the achievement of objectives established by the
compensation committee of the board of directors.

Ms. Dobson's employment agreement provides that she is an employee-at-will.
We will reimburse the reasonable expenses that she incurs while performing her
services under her employment agreement and she may participate in our
employee benefit plans available to employees of comparable status and
position.

If Ms. Dobson should die, we will pay any amounts owed her under her
employment agreement accrued prior to her death to her estate, heirs and
beneficiaries. All family medical benefits under the employment agreement for
the benefit of Ms. Dobson will continue for six months after death.

If we terminate Ms. Dobson for cause, or she voluntarily quits, we will pay
her any amounts that we owe her that accrued prior to the cessation of
employment. If we terminate her other than for cause, we will pay Ms. Dobson
an amount equal to her then annual base salary, at normal payroll intervals,
as well as continue to cover her under our employee benefit plans for 12
months. Cause is:

. engaging in misconduct which has caused demonstrable and serious injury,
financial or otherwise, to us or our reputation;

. being convicted of a felony or misdemeanor as evidenced by a judgment,
order or decree of a court of competent jurisdiction;

. failing to comply with our board of directors' directions, or neglecting
or refusing to perform the executive's duties or responsibilities,
unless changed significantly without the executive's consent; or

. violating the employment agreement or restricted stock grant plan.

Under her employment agreement, Ms. Dobson is subject to confidentiality
provisions, and has agreed, for one year after cessation of employment with
us, to non-competition and non-solicitation provisions and to limit public
statements concerning the company.

The Amended Agreement. The amendment to the original employment agreement
provides that if:

. We terminate Ms. Dobson's employment without cause; or

. Ms. Dobson terminates her employment with us because:

(i) we failed to: (a) make payment of Ms. Dobson's annual base salary or
bonus, (b) reimburse Ms. Dobson for expenses she incurred while performing
her duties, and (c) include Ms. Dobson in all benefit plans for which she
qualified;

(ii) we cause a material breach of the amended agreement;

(iii) Ms. Dobson is demoted or removed from her offices or there is a
materially diminishment of her responsibilities, duties or status;

in each case within 30 days of Ms. Dobson's written notice of the
occurrence of the event, or

(iv) we relocate our offices to a location more than 50 miles from our
principal offices in Arlington, Virginia without Ms. Dobson's approval,

. then any shares of our stock which were granted to Ms. Dobson pursuant
to a stock or award plan that had not vested will immediately vest.
Neither the merger nor the contribution will cause the demotion or
diminishment of Ms. Dobson's duties or responsibilities.

1998 Restricted Stock Plan

In July 1998 we established the TeleCorp PCS, Inc. 1998 Restricted Stock
Plan to award key employees shares of our series E preferred stock and class A
voting common stock. Each award is

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<PAGE>

subject to a five- or six-year vesting schedule that depends on the employee's
date of hire, with unvested shares being redeemed by us for $0.003 per share
upon termination of employment. The shares granted are subject to the same
transfer restrictions and repurchase rights as shares held by AT&T and our
other initial investors. As of April 11, 2000, 6,821 shares of series E
preferred stock and 3,884,821 shares of class A voting common stock were
outstanding under this plan. We repurchased an additional 1,361 shares of
series E preferred stock and 959,261 shares of class A voting common stock
from our stockholders, which we had granted under this plan, and we have
regranted some of these repurchased shares under this plan. Any shares under
the 1998 Restricted Stock Plan not granted on or prior to July 17, 2003 will
be granted to Messrs. Vento and Sullivan.

1999 Stock Option Plan

On July 22, 1999, we implemented the 1999 Stock Option Plan to award
employees and members of our board of directors options to acquire shares of
our class A voting common stock. Our board of directors has the discretion to
determine the terms of any options granted under this plan. We have reserved
1,814,321 shares of our class A voting common stock for issuance under this
plan. On July 22, 1999, our board of directors approved the grant of options
to virtually all of our employees and three of our directors to purchase an
aggregate of 581,967 shares of class A voting common stock under our plan at
an exercise price of $0.0065 per share, the estimated fair value of the class
A voting common stock on the date of grant. We effected these grants on August
31, 1999. On December 17, 1999, our board of directors also approved the grant
of options to employees employed on or prior to December 31, 1999 who had not
previously been granted options to purchase an aggregate of approximately
260,000 shares of our class A voting common stock at a below fair market value
exercise price of $20.00 per share. These grants were effective as of January
1, 2000. On March 20, 2000, our board of directors approved the grant of
options to newly hired employees to be granted on the last day of the month
the employee was hired at a per share price equal to the greater of the
estimated fair market value on that day or $44.02. As of March 31, 2000 we had
not granted any options to purchase shares of class A voting common stock to
employees hired in January, February and March of 2000. All of the options
granted vest ratably over a three to four year period.

Separation Agreement

On March 8, 1999, we entered into a separation agreement with Mr. Dowski
under which we paid Mr. Dowski a lump sum payment of $105,000 plus additional
amounts representing unused vacation time and travel and relocation
reimbursements and an aggregate of $210,000 payable in 12 installments of
$17,500 per month. We also repurchased 577 shares of Mr. Dowski's series E
preferred stock and 406,786 of Mr. Dowski's class A voting common stock for an
aggregate amount of approximately $19.

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<PAGE>

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial
ownership of our class A voting common stock and voting preference common stock
as of April 11, 2000, for:

. each person known to us to beneficially own more than 5% of the
outstanding shares of our class A voting common stock;

. our directors;

. the Chief Executive Officer and the three other most highly compensated
executive officers who were serving as executive officers during 1999;
and

. all of our executive officers and directors, as a group.

Except as otherwise noted, the named individual has sole voting and
investment power with respect to such securities.

<TABLE>
<CAPTION>
Percentage of
Percentage of Outstanding Voting
Number of Outstanding Class A Preference Common
Shares of Voting Common Stock Stock Beneficially
Class A Beneficially Owned Owned Percent of
Voting ---------------------- ---------------------- Voting Power
Common Stock In Holding In Holding in Holding
Beneficially In TeleCorp Company In TeleCorp Company Company
Owned in before the after the before the after the After the
Stockholders TeleCorp(1) Merger Merger Merger(2) Merger Merger(3)
------------ ------------ ----------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Chase Capital Partners.. 15,618,648(4) 17.8 8.8 -- -- 3.8
Equity-Linked Investors
II..................... 14,835,023(5) 16.9 8.3 -- -- 3.6
Hoak Communications
Partners, L.P. ........ 10,974,781(6) 12.5 6.1 -- -- 2.7
Whitney Equity Partners,
L.P. .................. 9,100,865(7) 10.4 5.1 -- -- 2.2
Media/Communications
Partners............... 5,923,519(8) 6.7 3.3 -- -- 1.5
AT&T Wireless PCS, LLC.. 17,867,452(9) 17.4 23.2 -- -- 12.4
Michael R. Hannon....... 15,618,648(4) 17.8 8.8 -- -- 3.8
Michael Schwartz........ 17,867,452(9) 17.4 23.2 -- -- 12.4
William Hague........... 17,867,452(9) 17.4 23.2 -- -- 12.4
Rohit M. Desai.......... 14,835,023(5) 16.9 8.3 -- -- 3.6
James M. Hoak........... 10,974,781(6) 12.5 6.1 -- -- 2.7
Scott I. Anderson....... 499,789(10) * * -- -- *
William Kussell......... 499,789(11) * * -- -- *
Gerald T. Vento......... 5,249,654(12) 6.0 2.9 50.0 49.95 26.3
Thomas H. Sullivan...... 3,394,228(13) 3.9 1.9 50.0 49.95 25.8
Julie A. Dobson......... 1,602,879(14) 1.8 * -- -- *
Robert Dowski........... 37,090(15) * * -- -- *
Directors and Executive
Officers as a Group (11
persons)............... 69,103,142 67.3 47.7 100.0 99.9 75.1(16)
</TABLE>
--------
* Less than one percent.
(1) Pursuant to the rules of the Securities and Exchange Commission,
percentages of beneficial ownership of the class A voting common stock
are calculated assuming that shares of class A voting common stock
issuable upon conversion of securities convertible into class A voting
common stock are outstanding for purposes of each respective stockholder
or group, but not outstanding for purposes of computing the percentage of
any other person. Included in the calculation of beneficial ownership are
shares of class A voting common stock issuable upon conversion or
exercise of securities within 60 days of April 11, 2000. The number of
shares of

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<PAGE>

class A voting common stock held in holding company after the merger
remains the same for each person or entity listed in the table except
that: (i) AT&T will hold an aggregate of 47,978,426 shares of class A
voting common stock, consisting of 18,288,835 shares of class A voting
common stock; 14,912,778 shares of series F preferred stock convertible
into 14,717,715 shares of class A voting common stock and 195,063 shares
of class D common stock of holding company; and 46,374 shares of series G
preferred stock convertible into 14,971,876 shares of class A voting
common stock and 9,494 shares of class F common stock, (ii) Scott Anderson
will hold an aggregate of 502,388 shares of class A voting common stock,
which includes options to purchase an aggregate of 10,005 shares of
holding company class A voting common stock, consisting of the conversion
of options to purchase 2,280 shares of Tritel class A voting common stock
and 7,725 shares of TeleCorp class A voting common stock, and 492,064
shares of class A common stock held by TeleCorp Investment Corp II, L.L.C.
and (iii) TeleCorp's directors and executive officers as a group hold
99,216,881 shares of holding company class A voting common stock.
(2) Mr. Vento and Mr. Sullivan each own 1,545 shares of voting preference
stock. Together, the voting preference stock possesses 50.1% of the
voting power of all shares of TeleCorp's capital stock. Mr. Vento and
Mr. Sullivan are required to vote their shares of voting preference
stock together on all matters.
(3) The percentage of voting power held in holding company assumes the
conversion of 14,912,778 shares of series F preferred stock held by AT&T
into 14,717,715 shares of class A voting common stock and 195,063 shares
of class D common stock of holding company and 46,374 shares of series G
preferred stock held by AT&T into 14,971,876 shares of class A voting
common stock and 9,494 shares of class F common stock of holding
company.
(4) Consists of 15,265,692 shares of class A voting common stock held by CB
Capital Investors, L.P., an affiliate of Chase Capital Partners, and
352,956 shares of class A voting common stock held by TeleCorp
Investment Corp., L.L.C., of which CB Capital Investors, LLC owns a
majority of the membership interest. These shares may also be deemed to
be beneficially owned by Mr. Hannon, a general partner of Chase Capital
Partners, the non-managing member of CB Capital Investors, LLC, who
disclaims beneficial ownership of all of these shares. The address of
these stockholders and of Mr. Hannon is 1221 Avenue of the Americas,
46th Floor, New York, New York 10020.
(5) Consists of 8,848,318 shares of class A voting common stock held by
Private Equity Investors III, L.P. and 5,986,705 shares of class A
voting common stock held by Equity-Linked Investors-II. Each of these
stockholders is an affiliate of Desai Capital management. These shares
may also be deemed to be beneficially owned by Mr. Desai, the managing
general partner of each of these stockholders, who disclaims beneficial
ownership of all of these shares. The address of these stockholders and
Mr. Desai is 540 Madison Avenue, 36th Floor, New York, New York 10022.
(6) Consists of 919,881 shares of class A voting common stock held by HCP
Capital Fund, L.P. and 10,054,900 shares of class A voting common stock
held by Hoak Communications Partners, L.P. These shares may also be
deemed to be beneficially owned by Mr. Hoak, Principal and Chairman of
the manager of these stockholders, stockholder of the manager and
General Partner of Hoak Communications Partners, L.P. and limited
partner and stockholder of the General Partner of HCP Capital Fund, L.P.
The address of these stockholders and Mr. Hoak is One Galleria Tower,
13355 Noel Road, Suite 1050, Dallas, Texas 75240.
(7) Consists of 6,255,859 shares of class A voting common stock held by J.H.
Whitney III, L.P., 150,746 shares of class A voting common stock held by
Whitney Strategic Partners III, L.P.; and 2,694,260 shares of class A
voting common stock held by Whitney Equity Partners, L.P. The address of
these stockholders is 177 Broad Street, 15th Floor, Stamford,
Connecticut 06901.
(8) Consists of 5,657,726 shares of class A common stock held by
Media/Communications Partners III Limited Partnership and 265,793 shares
of class A voting common stock held by Media/Communications Investors
Limited Partnership. These shares may also be deemed to be beneficially
owned by Mr. Wade, President of M/C Investor General Partner-J, Inc.,
which is a

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<PAGE>

General Partner in Media Communications Investors Limited Partnerships and
Manager of M/C III, L.L.C., which is a General Partner in Media
Communications Partners III Limited Partnership. The address of these
stockholders and Mr. Wade is 75 State Street, Suite 2500, Boston,
Massachusetts 02109.
(9) Consists of (1) 3,149,737 shares of class A voting common stock and
14,912,718 shares of series F preferred stock, which is convertible into
14,717,715 shares of class A voting common stock and 195,063 shares of
class D common stock, held by AT&T Wireless PCS, LLC. These shares may
also be deemed to be held by Mr. Schwartz, Mr. Hague and various AT&T
affiliates. Mr. Schwartz and Mr. Hague disclaim beneficial ownership of
all of these shares. The address of Mr. Schwartz and Mr. Hague is c/o
AT&T Wireless PCS, LLC 7277 164th Avenue, N.E., Redmond, Washington
98052.
(10) Consists of 492,064 shares of class A voting common stock held by
TeleCorp Investment Corp. II, L.L.C., of which Cedar Grove Partners, LLC
owns 4.49%, and vested options to purchase 7,725 shares of class A
voting common stock held by Mr. Anderson. Mr. Anderson is a principal of
Cedar Grove Partners, LLC. The address of Mr. Anderson is c/o Cedar
Grove Investments, 2415 Carillon Point, Kirkland, WA 98033.
(11) Consists of 492,064 shares of class A voting common stock held by
TeleCorp Investment Corp. II, L..L.C., of which Mr. Kussell owns 2.99%
and vested options to purchase 7,725 shares of class A voting common
stock held by Mr. Kussell. The address of Mr. Kussell is c/o Allied
Domecq Retailing USR, 15 Pacella Park Drive, Randolph, MA 02368.

(12) Consists of 492,064 shares of class A voting common stock held by
TeleCorp Investment Corp. II, L.L.C. and 4,757,590 shares of class A
voting common stock including all vested and unvested shares, held by Mr.
Vento. Mr. Vento serves as a manager and is a member of TeleCorp
Investment Corp. II, L.L.C. The address of the stockholder is c/o TeleCorp
PCS, Inc. 1010 N. Glebe Road, Suite 800, Arlington, VA 22201.
(13) Consists of 492,064 shares of class A voting common stock held by
TeleCorp Investment Corp. II, L.L.C.; 2,899,964 shares of class A voting
common stock including all vested and unvested shares, held by Mr.
Sullivan; and 2,200 shares of class A voting common stock held by Mr.
Sullivan's spouse. Mr. Sullivan serves as a manager and is the manager of
a member of TeleCorp Investment Corp. II, L.L.C. The address of Mr.
Sullivan is c/o TeleCorp PCS, Inc. 1010 N. Glebe Road, Suite 800,
Arlington, VA 22201.
(14) Consists of 1,601,279 shares of class A voting common stock held by Ms.
Dobson and 1,600 shares of class A voting common stock held by Ms.
Dobson's spouse.
(15) Robert Dowski's employment with TeleCorp terminated on March 8, 1999.
(16) This reflects the percentage of voting power our 11 directors and
officers will hold in holding company.

After consummation of the merger all of our equity securities will be owned
by the holding company.

Compensation Committee Report On Executive Compensation

Role of the Compensation Committee

The compensation committee is comprised of four members of our board of
directors, Mr. Michael Schwartz, Mr. Rohit Desai, Mr. Michael Hannon and Mr.
Scott Anderson, each of whom is neither a current nor former employee of our
company. The compensation committee sets our overall compensation principles
and reviews the entire compensation program at least once a year. The base
salaries of our executive officers are determined by the compensation
committee. In establishing base salaries for executive officers, the
compensation committee considers numerous factors such as: a review of
salaries in comparable telecommunications companies, the executive's
responsibilities, the executive's importance to the company, the executive's
performance in the prior year, historical salary levels of the executive and
relative salary levels within the company. To date, the compensation committee
has not considered the advice of independent outside consultants in
determining whether

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the amounts and types of compensation we pay to our officers are appropriate,
but the compensation committee may choose to do so from time to time in the
future.

Executive Compensation Guiding Principles

The goal of our compensation program is to attract, motivate and retain the
highly talented individuals we need to be a market leader in a highly
competitive industry. We developed the program with our leadership team to
support our aggressive business strategy. The following principles guided the
development of the program:

Compensation Should Be Related To Performance

We believe that the better an individual performs, the higher the
individual's compensation should be. We also believe that individual
compensation should be tied to how well the company performs financially. That
is, when the company's performance exceeds its pre-established objectives, the
bonus pool will be higher and to the extent the company's performance does not
meet these objectives, the bonus pool is reduced, and to the extent the
company's performance is less than pre-determined levels, any award payment
will be subject to the compensation committee's discretion.

Our Employees Should Own Our Stock

We provide our employees at virtually all levels with a way to become
stockholders. In August 1999 we made stock option grants to all of our
employees employed prior to July 1, 1999 and in December 1999 we approved the
grant of stock options to all employees employed on or before December 31,
1999 who were not included in the previous grant of options. To date, the
executive officers have not received stock options under our 1999 Stock Option
Plan. Our goal is to encourage each employee to act like an owner of the
business.

Incentive Compensation Should Be A Greater Part Of Total Compensation For
More Senior Management

The proportion of an individual's total compensation that depends on
individual and company performance objectives should increase as the
individual becomes more senior in the company.

Other Goals

Our compensation program is designed to balance short and long-term
financial objectives, build stockholder value and reward individual, team and
corporate performance.

We review compensation survey data from several independent sources to
ensure that our total compensation program is competitive. Companies selected
include those with whom we compete for executive and other employee talent.
Our competitors for executive and other employee talent are not necessarily
the same companies that are included in the index used to compare stockholder
returns because we may require specialized skills from a more varied set of
backgrounds.

Components of the Compensation Program

The principal components of our compensation program, other than the
employee benefits, including a 401(k) retirement plan and medical insurance
plans that are available to all of our employees, include the following:

. Base Salary;

. Short Term Incentives: Annual Bonus;

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. Long Term Incentives: Stock Options; and

. Special Equity Grants: Stock Options and Restricted Stock Grants.

Base Salary. We set base salaries for all employees, officers and
executives at levels that are comparable to similar positions at companies
with whom we compare for compensation purposes. While we compare salaries on a
regular basis, we usually adjust salaries only when our review shows a
significant deviation. This is in line with our philosophy that compensation
above competitive levels should come primarily from the variable portion of
the compensation package.

Short Term Incentives: Bonus. The annual bonus component of incentive
compensation is intended to align the compensation of our employees, officers
and executives with the short term, or annual, performance of the company. In
1999, the annual bonus opportunity was based on us achieving a number of
financial, operating and other objectives, including, without limitation,
meeting revenue and expense targets, meeting buildout requirements for our
licenses and the completion of our initial public offering of securities. When
we evaluate performance, we consider factors such as leadership, customer
focus, business knowledge and execution of our business strategy.

Long Term Incentives: Stock Options. We make grants of stock options to
independent members of the company's board of directors, as well as most of
our other employees. On July 22, 1999, our board approved the grant of options
to virtually all our employees and three of our directors to purchase an
aggregate of 581,967 shares of class A voting common stock under our plan at
an exercise price of $0.0065 per share, the estimated fair value of the class
A voting common stock on the date of grant. We effected these grants on August
31, 1999. On December 17, 1999 our board also approved the grant of options to
employees employed on or prior to December 31, 1999 who had not previously
been granted options to purchase an aggregate of approximately 260,000 shares
of our class A voting common stock at a below fair market exercise price of
$20.00 per share. These grants will be effective as of January 1, 2000. We
currently plan to issue future options at an exercise price equal to the fair
market value of our class A voting common stock on the day we grant the
options. These options generally vest over a four year period of continuous
service to the company and expire ten years from the date of the grant. We
base target grants on a comparison to our selected sample group; however,
grants to individuals can be adjusted based on individual performance,
retention and other special circumstances.

Special Equity Grants: Stock Options and Restricted Stock Grants. We
believe that ownership of our stock is a key element of our compensation
program and that retention of our senior management team is essential to our
future success, both in the short and long term. From time to time, we may
make special equity grants to accomplish one or both of these objectives.
Depending on the circumstances, a special equity grant may take the form of a
stock option, restricted stock or a combination of the two.

Compensation of the Chief Executive Officer

In fiscal 1999, our most highly compensated officer was Gerald T. Vento,
the chairman of the board and chief executive officer. Each year, the board of
directors agrees on a set of objectives with Mr. Vento. At the end of the
year, the compensation committee reviews Mr. Vento's performance against those
objectives. This review includes analysis of our short and long term financial
results, as well as our progress towards our strategic objectives. In
addition, we consider individual factors such as Mr. Vento's leadership
ability and ability to execute our business strategy and our relationship with
customers and the investment community.

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<PAGE>

Base Salary

In the year ended December 31, 1999, we did not change Mr. Vento's annual
base salary from 1998 of $300,000. The compensation committee believes that
Mr. Vento's current annual base salary is competitive with those paid by other
companies in this industry to their chief executive officers.

Short Term Incentives

For fiscal 1999, Mr. Vento's annual bonus was based on corporate
objectives, as determined by our board of directors, including meeting revenue
and expense targets, meeting buildout requirements for our licenses, our
performance compared to our competitors and the completion of our initial
public offering.

When the compensation committee assessed Mr. Vento's performance and
determined his short-term incentive award at the end of the year, it
considered the following accomplishments:

. we ended 1999 with over 142,000 customers;

. we successfully completed our debt offering in April 1999;

. expenses continued to be in line with expectations;

. we successfully completed our initial public offering of securities in
November 1999; and

. at March 31, 2000 we had successfully launched service in 28 markets
with networks covering approximately 74% of the population where the
company held licenses.

Section 162(m)

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, we
may not deduct certain executive compensation (in the form of cash, options or
stock) received by any of our three executive officers, when aggregated with
all other compensation received by such executive, in excess of $1.0 million
for federal income tax purposes unless such compensation is awarded under a
performance-based plan approved by our stockholders. To date, all awards of
stock to the executive officers have been made pursuant to agreements or plans
approved by our stockholders. The compensation committee intends to review the
potential effect of Section 162(m) when making future recommendations
regarding the compensation of the executive officers.

Committee Conclusion

The compensation committee believes that the caliber and motivation of our
employees and the quality of our leadership determine our long term
performance. The compensation committee further believes that it is in the
company's interests to compensate executives well when performance meets or
exceeds the high standards set by the board of directors, so long as there is
an appropriate downside risk to compensation when performance falls short of
such high standards. The compensation committee was satisfied with our
progress for 1999 and believes that the compensation paid was consistent with
our philosophy of linking executive compensation with the creation of
stockholder value.

This report was submitted by the compensation committee, composed of:

Michael Schwartz, Chairman Scott Anderson
Rohit Desai Michael Hannon

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Compensation Committee Interlocks and Insider Participation

Our compensation committee consists of Messrs. Anderson, Desai, Hannon and
Schwartz (chairman), none of whom is an employee or consultant of the company.
In addition, none of our executive officers has served as a director or member
of the compensation committee of any other entity whose executive officer
served as a director or member of our Compensation Committee.

Executive Compensation

Compensation of Executive Officers

Summary Compensation Table

The following table contains information about the cash and other
compensation that we paid in 1998 and 1999 to Mr. Vento, our Chief Executive
Officer, and the three other most highly paid executive officers. The bonuses
in the table are shown in the year in which they were earned. In general,
bonuses were paid in the year after they were earned.

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------ ------------
Other Annual Restricted All Other
Name and Principal Salary Bonus Compensation Stock Awards Compensation
Position* Year ($) ($) ($) ($) ($)
------------------ ---- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Gerald T. Vento......... 1999 300,000(1) 300,000 -- -- --
Chief Executive Officer 1998 213,461(2) 157,500 -- -- --
and Chairman

Thomas H. Sullivan...... 1999 250,000(3) 250,000 -- -- --
Executive Vice
President 1998 206,931(4) 125,000 106,637(5) -- --
and Chief Financial
Officer

Julie A. Dobson......... 1999 250,000 250,000 67,871(6) 47,574(7) --
Vice President and
Chief 1998 124,289 155,000 66,134(8) 5,494(9) --
Operating Officer

Robert Dowski(10)....... 1999 35,000 -- -- -- 275,497(11)
Chief Financial Officer 1998 181,196 105,000 -- 2,064(12) --
</TABLE>
--------
* We historically have had only four officers that constitute executive
officers, and as of April 11, 2000, have had only three officers that
constitute executive officers as a result of the departure of Mr. Dowski
in March 1999.
(1) This amount consists of $300,000 that TeleCorp Management Corp. paid to
Mr. Vento out of amounts we paid to TeleCorp Management Corp. under the
management agreement.
(2) This amount consists of $111,538 that TeleCorp Management Corp. paid to
Mr. Vento out of amounts we paid to TeleCorp Management Corp. under the
management agreement and $101,923 that TeleCorp Holding Corp. paid to Mr.
Vento.
(3) This amount consists of $250,000 that TeleCorp Management Corp. paid to
Mr. Sullivan out of amounts we paid to TeleCorp Management Corp. under
the management agreement.
(4) This amount consists of $92,947 that TeleCorp Management Corp. paid to
Mr. Sullivan out of amounts we paid to TeleCorp Management Corp. under
the management agreement and $113,984 that TeleCorp Holding Corp. paid to
Mr. Sullivan.
(5) This amount consists of $103,637 in relocation expenses that TeleCorp
Management Corp. paid to Mr. Sullivan out of amounts that we paid to
TeleCorp Management Corp. under the management agreement and $3,000 that
we paid on behalf of Mr. Sullivan in our 401(k) plan.

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<PAGE>

(6) This amount consists of $67,871 in relocation expenses that TeleCorp
Communications paid to Ms. Dobson.
(7) Consists of 833 shares of series E preferred stock, valued at $52.00 per
share, and 532,308 shares of class A voting common stock, valued at
$0.008 per share, issued under our restricted stock plan on July 1, 1999.
(8) This amount consists of $66,134 in relocation expenses that TeleCorp
Communications paid to Ms. Dobson.
(9) Consists of 2,287 shares of series E preferred stock, valued at $1.00 per
share, and 1,068,971 shares of class A voting common stock, valued at
$0.003 per share, issued under our restricted stock grant plan on July
17, 1998.
(10) Mr. Dowski ceased to be employed with us as of March 8, 1999, except for
transition support.
(11) This amount consists of amounts we paid or are required to pay to Mr.
Dowski pursuant to his separation agreement as follows: $210,000 payable
in 12 monthly installments of $17,500 each, ending March 2000. $17,769
for his vacation balance and $47,728 in relocation expenses.
(12) Consists of 714 shares of series E preferred stock, valued at $1.00 per
share, and 449,877 shares of class A voting common stock, valued at
$0.003 per share, issued under our restricted stock grant plan on July
17, 1998. In March 1999, we repurchased 577 of Mr. Dowski's shares of
series E preferred stock and 406,786 of Mr. Dowski's shares of class A
voting common stock, for a total of approximately $19, which is not
reflected in the table.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AT&T Agreements

On January 23, 1998, we and AT&T announced the formation of a venture to
finance, construct and operate a wireless communications network using the
AT&T and SunCom brand names and logos together, giving equal emphasis to both.
AT&T contributed licenses to us in exchange for an equity interest in us. The
venture provides the basis for an alliance between AT&T and us to provide
wireless communications services in particular markets. These agreements are
unique and were heavily negotiated by the parties. The parties entered into
these agreements as a whole, and, taken as a whole, we believe that the terms
of these agreements were no more favorable to any of the parties than could
have been obtained from third parties negotiated at arm's length. AT&T, as a
result of these agreements, owns shares of our capital stock. William W. Hague
serves as the Senior Vice President, Corporate Development, Mergers and
Acquisitions at AT&T Wireless Services, and currently is one of our directors.
Mr. Hague previously served as one of our directors from July 1998 through
March 1999 and served as a director of our predecessor company from April 1998
through July 1998. In addition, Mary Hawkins-Key, formerly one of our
directors, was a Senior Vice President of AT&T Wireless Services until April
2000. Michael Schwartz, one of our current directors, was a Vice President of
AT&T Wireless Services's Corporate Development, Mergers and Acquisitions group
until his departure in March 2000, and he continues to provide services to
AT&T on a part-time basis. The terms of the venture and the alliance are
described in a number of agreements, summaries of which are set forth below.

Securities Purchase Agreement

Under a securities purchase agreement, dated as of January 23, 1998, as
amended, among us, our initial investors, the former stockholders of TeleCorp
Holding Corp., and Mr. Vento and Mr. Sullivan, we received PCS licenses from
AT&T Wireless and TWR Cellular, Inc. in exchange for shares of our series A
preferred stock, series D preferred stock and series F preferred stock and
$21.0 million in cash. Our initial investors include AT&T Wireless, Chase
Capital Partners, Desai Associates, Hoak Capital Corporation, J. H. Whitney &
Co., M/C Partners, One Liberty Fund III, L.P., Toronto Dominion Investments,
Inc. and Northwood Capital Partners. Under the securities purchase agreement,
the initial investors other than AT&T Wireless agreed to contribute $128.0
million to us in exchange for shares of our series C preferred stock, class A
voting common stock, class C common stock, and class D common stock. In
addition, the securities purchase agreement provides that, upon our closing of
an acquisition of PCS licenses covering populations of one million or more
people, our initial investors other than AT&T Wireless will contribute an
additional $5.0 million to us in exchange for additional shares of our series
C preferred stock and class A voting common stock. This obligation was
satisfied in connection with our purchase of licenses of Digital PCS LLC.
Approximately $39.0 million of the contributions to be made by our initial
investors other than AT&T Wireless were made upon the closing of the
transactions contemplated by the securities purchase agreement, which occurred
on July 17, 1998. The remainder of the contributions will be made over a
three-year period ending in 2001. The obligations of such initial investors to
make their remaining contributions are:
. irrevocable and unconditional, and not subject to counterclaim, set-off,
deduction or defense, or to abasement, suspension, deferment, diminution
or reduction for any reason whatsoever; and
. secured by a pledge of the shares of our capital stock issued to each
such initial investor under the securities purchase agreement.

Under the securities purchase agreement, Mr. Vento and Mr. Sullivan
exchanged their shares of stock in TeleCorp Holding Corp. for shares of our
series E preferred stock, class A voting common stock, class C common stock
and class D common stock. Mr. Vento and Mr. Sullivan also each received 1,545
shares of our voting preference stock in exchange for shares of stock we
previously issued to them. The other former stockholders of TeleCorp Holding
Corp. exchanged their shares of stock in TeleCorp Holding Corp. for shares of
our series C preferred stock, class A voting common

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<PAGE>

stock, class C common stock and class D common stock. The table below
indicates each of the parties to the securities purchase agreement, their
contribution and the consideration received:

<TABLE>
<CAPTION>
Stockholder Contribution Consideration Received
----------- ----------------------- -------------------------------
<S> <C> <C>
. AT&T Wireless . PCS licenses covering . 30,650 shares of our series A
some of the basic preferred stock
trading areas or other . 15,741 shares of our series D
areas within the St. preferred stock
Louis major trading . 4,735,410 shares of our
area, the Louisville- series F preferred stock
Lexington-Evansville
major trading area,
and the Boston-
Providence major
trading area

. TWR Cellular, Inc. . PCS licenses covering . 36,073 shares of our series A
the Little Rock, preferred stock
Arkansas major trading . 18,526 shares of our series D
area and covering some preferred stock
of the basic
trading areas or other . 5,573,267 shares of our
areas within the series F preferred stock
Memphis-Jackson major
trading area

. Chase Capital Partners . $27,782,016 . 28,942 shares of our series C
Contribution . 363 class A shares of preferred stock
TeleCorp Holding Corp. . 8,500,982 shares of our class
A
. 2,296 class C shares voting common stock
of
TeleCorp Holding Corp. . 27,489 shares of our class C
. 58 series A preferred common stock
shares of TeleCorp . 180,459 shares of our class D
Holding Corp. common stock

. Desai Associates . $27,782,016 . 27,782 shares of our series C
preferred stock
. 8,148,027 shares of our class
A voting common stock
. 26,914 shares of our class C
common stock
. 176,680 shares of our class D
common stock

. Hoak Capital . $20,836,512 . 20,837 shares of our series C
Corporation preferred stock
. 6,111,022 shares of our class
A voting common stock
. 20,184 shares of our class C
common stock
. 132,512 shares of our class D
common stock
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Stockholder Contribution Consideration Received
----------- ----------------------- -------------------------------
<S> <C> <C>
. J.H. Whitney & Co. . $17,363,760 . 17,364 shares of our series C
preferred stock
. 5,092,518 shares of our class
A voting common stock
. 16,822 shares of our class C
common stock
. 110,427 shares of our class D
common stock

. Entergy Technology . $13,891,008 . 15,051 shares of our series C
Holding Company, who . 1,974 class B shares preferred stock
of
has since transferred TeleCorp Holding Corp. . 4,426,969 shares of our class
A
all of our capital . 685 class C shares of voting common stock
stock
it owned to other of TeleCorp Holding Corp. . 106,151 shares of our class D
our initial investors . 58 series A preferred common stock
shares of TeleCorp
Holding Corp.

. M/C Partners and . $10,418,256 . 11,578 shares of our series C
M/C Investors . 363 class A shares of preferred stock
TeleCorp Holding Corp. . 3,408,462 shares of our class
A
. 2,296 class C shares voting common stock
of
TeleCorp Holding Corp. . 10,667 shares of our class C
. 58 series A preferred common stock
shares of TeleCorp . 70,035 shares of our class D
Holding Corp. common stock

. One Liberty Fund III, . $3,472,752 . 5,004 shares of our series C
LP
Contribution . 837 class A shares of preferred stock
TeleCorp Holding Corp. . 1,431,461 shares of our class
A
. 2,273 class C shares voting common stock
of
TeleCorp Holding Corp. . 4,039 shares of our class C
. 77 series A preferred common stock
shares of TeleCorp . 26,506 shares of our class D
Holding Corp. common stock

. Toronto Dominion . $3,472,752 . 3,473 shares of our series C
Investments preferred stock
. 1,018,504 shares of our class
A
voting common stock
. 3,365 shares of our class C
common stock
. 22,084 shares of our class D
common stock

. Northwood Capital . $2,430,928 . 3,591 shares of our series C
Partners
and Northwood Ventures . 363 class A shares of preferred stock
TeleCorp Holding Corp. . 1,065,908 shares of our class
A
. 2,296 class C shares voting common stock
of
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Stockholder Contribution Consideration Received
----------- ----------------------- -------------------------------
<S> <C> <C>
TeleCorp Holding Corp. . 2,929 shares of our class C
. 58 series A preferred common stock
shares of TeleCorp . 19,241 shares of our class D
Holding Corp. common stock

. Gilde Investment Fund . 8 class A shares of . 15 shares of our series C
B.V.
TeleCorp Holding Corp. preferred stock
. 23 class C shares of . 4,168 shares of our class A
TeleCorp Holding Corp. voting common stock
. 1 series A preferred . 6 shares of our class C
share of TeleCorp common stock
Holding Corp. . 43 shares of our class D
common stock

. TeleCorp Investment . 2,659 class C shares . 352,956 shares of our class A
Corp., L.L.C. of TeleCorp Holding voting common stock
Corp.
. 58 series A preferred . 575 shares of our class C
shares of TeleCorp common stock
Holding Corp. . 3,780 shares of our class D
common stock
. 1,160 shares of our series C
preferred stock

. Gerald T. Vento . $450,000 . 1,545 shares of our voting
. 1,788 class A shares preferred common stock
of
TeleCorp Holding Corp. . 450 shares of our series C
preferred stock
. 8,729 shares of our series E
preferred stock
. 3,462,725 shares of our class
A
voting common stock
. 105,443 shares of our class C
common stock
. 2,861 shares of our class D
common stock

. Thomas H. Sullivan . $100,000 . 1,545 shares of our voting
. 1,112 class A shares preferred common stock
of
TeleCorp Holding Corp. . 100 shares of our series C
preferred stock
. 5,426 shares of our series E
preferred stock
. 2,099,927 shares of our class
A voting common stock
. 65,372 shares of our class C
common stock
. 637 shares of our class D
common stock
</TABLE>

Our investors other than AT&T also committed in the securities purchase
agreement to make additional irrevocable equity contributions in the aggregate
amount of $5.0 million in return for the issuance of preferred and common stock
in connection with our acquisition of licenses from Digital

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PCS LLC. In addition, upon the closing of the transactions contemplated by the
securities purchase agreement, we also issued to other members of management
shares of TeleCorp's series E preferred stock and class A voting common stock.
Up to 35.7% of the class A voting common stock issued to members of management
are under our restricted stock plan. Shares issued under the restricted stock
plan are subject to forfeiture according to a schedule if we terminate the
employment of such stockholder within six years after the closing of the
securities purchase agreement.

Network Membership License Agreement

Under a network license agreement dated as of July 17, 1998 between AT&T
and us, AT&T granted to us a royalty-free, non-transferable, non-
sublicensable, non-exclusive, limited license to use some of their licensed
marks in our markets, including:

. the logo containing the AT&T name and globe design;

. the expression "Member, AT&T Wireless Services Network"; and

. AT&T colors, graphics and overall configurations.

The licensed marks may only be used in connection with licensed activities.
These licensed activities include:

. providing our customers and resellers of our wireless services, solely
within the areas covered by our licenses, mobile wireless communications
services; and

. marketing and offering the licensed services within the areas covered by
our licenses with limited advertising outside our licensed area.

The license agreement also grants us the right to use licensed marks on
specified mobile phones distributed to our customers.

Except in specified instances, AT&T has agreed not to grant to any other
person a right to provide or resell, or act as agent for any person offering,
mobile wireless communications services under the licensed marks in our
licensed markets. AT&T retains all rights of ownership in the licensed marks,
subject to its exclusivity obligations to us, in both the areas covered by our
licenses and all other areas.

The license agreement restricts our use and modification of any of the
licensed marks. Although we may develop our own marks, we may not use them
together with the licensed marks without the prior approval of AT&T. Any
services we market or provide using the licensed marks must be of comparable
quality to similar services that AT&T markets and provided in areas that are
comparable to the areas covered by our licenses. We may take into account
commercial reasonableness and the relative stage of development of the
licensed areas to determine what is comparable service. We must also provide
sufficiently high quality services to provide maximum enhancement to and
protection of licensed marks, such as attaining specified levels of network
quality, audio quality, system performance and meeting customer care
standards. The license agreement also defines specific testing procedures to
determine compliance with these standards and affords us with a grace period
to cure any instances of noncompliance. Following the cure period, we must
stop using the licensed marks until we comply with the standards, or we may be
in breach of the license agreement and may lose our rights to the licensed
marks.

We may not assign, sublicense or transfer, by change of control or
otherwise, any of our rights under the license agreement, except that the
license agreement may be, and has been, assigned to our lenders under our
senior credit facilities. After the expiration of any applicable grace and
cure periods under our senior credit facilities, the lenders may then enforce
our rights under the license agreement and assign the license agreement to any
person with AT&T's consent.

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The initial term of the license agreement is for a period of five years,
which will be automatically renewed for an additional five-year period if each
party gives written notice to the other party of the election to renew the
license agreement and neither party gives notice of non-renewal.

The license agreement may be terminated by AT&T at any time in the event of
our significant breach and the exhaustion of any applicable cure periods,
which include:

. Our misuse of any licensed marks;

. Our bankruptcy;

. Our licensing or assigning of any of our rights under the license
agreement, except as permitted by the terms of the license agreement;

. Our loss of the licenses acquired from AT&T;

. Our failure to maintain AT&T's quality standards in any material
respect; or

. Our change of control, which is defined as a transaction, other than a
transfer by AT&T, that results in any person other than our initial
stockholders or our senior lenders acquiring beneficial ownership of
more than 50% of our voting stock, or 33.3% of our voting stock if the
person acquiring our stock acquires more than our initial stockholders
hold at that time. Also included is a transaction that results in any of
the three largest telecommunications carriers, excluding AT&T and any
wireless carrier using TDMA technology, or any regional bell operating
company, or Microsoft, acquiring more than 15% of our voting stock,
excluding acquisitions through open market transactions or when a
majority of our directors are removed in a proxy contest.

Our rights under the license agreement are also subject to the minimum
construction plan set forth in the stockholders' agreement. After the initial
term, AT&T may also terminate the license agreement in connection with a
disqualifying transaction.

Upon closing of the Digital PCS acquisition, the license agreement was
automatically amended to include the Baton Rouge, Houma, Hammond and
Lafayette, Louisiana basic trading areas under its scope. Upon closing of the
Puerto Rico acquisition, the license agreement was automatically amended to
include the San Juan major trading area under its scope. Upon the closing of
the Wireless 2000 acquisition, the license agreement was automatically amended
to include the Alexandria and Lake Charles, Louisiana basic trading areas and
certain other counties under the Monroe, Louisiana basic trading area under
its scope.

Stockholders' Agreement

As of July 17, 1998 we entered into a stockholders' agreement among us, our
initial investors, and Messrs. Vento and Sullivan, which sets guidelines for
our management and operations and restricts the sale, transfer or other
disposition of our capital stock.

Board of Directors. Our stockholders' agreement requires that any action of
our board of directors be approved by the affirmative vote of a majority of
our entire board of directors, except in circumstances where voting by
particular classes of our directors is required. Our stockholders' agreement
also provides that the our board of directors consists of nine directors. The
parties to the stockholders' agreement have agreed to vote all of their shares
of our class A voting common stock and voting preference stock to cause the
election of the following nine individuals to our board of directors:

. Mr. Vento and Mr. Sullivan, so long as each remains an officer of the
company and the management agreement with TeleCorp Management Corp.
remains in effect;

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<PAGE>

. two individuals selected by holders of a majority in interest of our
common stock beneficially owned by our initial investors other than AT&T
Wireless;

. two additional individuals selected by Mr. Vento and Mr. Sullivan, so
long as they remain officers of the company, who must be acceptable to
the holders of a majority in interest of our common stock beneficially
owned by our initial investors other than AT&T Wireless on the one hand,
and AT&T Wireless on the other hand;

. one individual nominated by AT&T Wireless in its capacity as the holder
of our series A preferred stock so long as AT&T has the right to
nominate one of our directors in accordance with our restated
certificate of incorporation;

. one individual selected by Mr. Vento and Mr. Sullivan, so long as they
remain officers of the company, who must be acceptable to AT&T Wireless;
and

. one individual selected by Mr. Vento and Mr. Sullivan, so long as they
remain officers of the company, who must be acceptable to the holders of
a majority in interest of our class A voting common stock beneficially
owned by our initial investors other than AT&T.

Our stockholders' agreement provides that when Federal Communications
Commission ownership restrictions no longer apply to us, our board of
directors will have seven members and the right of Mr. Vento and Mr. Sullivan
to appoint the individuals set forth in the last two items above will expire.

Exclusivity. The parties to our stockholders' agreement have agreed that,
during the term of our stockholders' agreement, neither they nor any of their
respective affiliates will provide or resell, or act as the agent for any
person offering, within the areas covered by our licenses, wireless
communications services initiated or terminated using TDMA and portions of the
airwaves licensed by the Federal Communications Commission. The exception is
that AT&T and its affiliates may:

. resell or act as agent for us in connection with mobile wireless
communications services;

. provide or resell wireless communications services only to or from
specific locations, provided that any equipment sold in connection with
the service must be capable of providing our wireless communications
services; and

. resell mobile wireless communications services from another person in
any area where we have not placed a system into commercial service.

Additionally, with respect to some markets identified in the intercarrier
roamer services agreement with AT&T Wireless Services, each of the company and
AT&T Wireless Services has agreed to cause our respective affiliates in their
home carrier capacities to:

. program and direct the programming of customer equipment so that the
other party, in its capacity as the serving carrier, is the preferred
provider in these markets; and

. refrain from inducing any of its customers to change such programming.

AT&T Wireless has retained some PCS licenses within the areas covered by
our licenses for which we have a right of negotiation in the event of a
proposed transfer.

If we materially breach any of our obligations, AT&T Wireless may terminate
its exclusivity obligations under our stockholders' agreement and may
terminate our rights to the AT&T brand and logo under the license agreement if
a default continues after the applicable cure periods lapse. These material
breaches include, if:

. AT&T Wireless and its affiliates decide to adopt a new technology
standard other than TDMA in a majority of its markets, and we decline to
adopt the new technology;

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<PAGE>

. each portion of our network does not, within one year after being placed
into service, meet or exceed technical standards that AT&T has developed
regarding voice quality and performance of network and call completion
equipment. Each portion of our network must, within one year after being
placed into service, perform on a level, as measured by these standards
manuals, that meets or exceeds the levels achieved by the average of all
comparable wireless communications networks owned and operated by AT&T;

. we fail to satisfy specific percentages that our entire network,
measured as a single system, must meet, including as to percentage of
calls completed, percentage of established calls that are dropped,
percentages of calls that are not successfully transferred from one
network equipment site to another as a handset moves, as well as
technical standards regarding the functioning of network and call
connection equipment; or

. we fail to meet specified customer care, reception quality and network
reliability standards.

In all of our launched markets, we believe we currently meet all of the
standards that we are required to satisfy by the first anniversary of each
launch date.

The exclusivity provisions in the stockholders' agreement do not apply to
approximately 100,000 people that overlapped with the coverage area of
licenses AT&T purchased from Vanguard Cellular in Strafford, New Hampshire. We
have agreed with AT&T to exchange our licenses covering the Strafford, New
Hampshire market for an alternative license or licenses covering other people.
These exchanged populations will be covered under the scope of our agreements
with AT&T.

Construction. The stockholders' agreement requires us to construct a PCS
system in the areas covered by our licenses according to a minimum
construction plan, which requires us to construct a system in areas covering:

. 20% of the total 1995 population of the area covered by our licenses in
the mainland United States by July 17, 1999, focusing on designated
areas of Memphis and New Orleans;

. 30% of the total 1995 population of the area covered by our licenses in
Puerto Rico and the U.S. Virgin Islands by May 25, 2000, focusing on the
core urban and suburban cities of the San Juan metropolitan area;

. 40% of the total 1995 population of the area covered by our licenses in
Puerto Rico and U.S. Virgin Islands by May 25, 2001, and also focusing
on secondary cities throughout Puerto Rico;

. 40% of the total 1995 population of the area covered by our licenses by
July 17, 2000, and also focusing on designated areas of New England,
Little Rock and Missouri and enhancing coverage in all markets;

. 55% of the total 1995 population of the area covered by our licenses in
the mainland United States by July 17, 2001 and also focusing on
secondary cities and the important associated connecting highways;

. 55% of the total 1995 population of the area covered by our licenses in
Puerto Rico and the U.S. Virgin Islands by May 25, 2002, and continuing
to expand the secondary cities of Puerto Rico and key cities to the U.S.
Virgin Islands and the important associated connected highways;

. 70% of the total 1995 population of the area covered by our licenses in
the mainland United States by July 17, 2002, and continuing to expand
the secondary cities and enhancing coverage of the core areas;

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<PAGE>

. 70% of the total 1995 population of the area covered by our licenses in
Puerto Rico and the U.S. Virgin Islands by May 25, 2003, and continuing
to expand secondary cities and enhancing coverage and capacity of core
areas;

. 75% of the total 1995 population of the area covered by our licenses in
the mainland United States by July 17, 2003, and also focusing on adding
capacity sites and filling in the remaining suburban areas; and

. 75% of the total 1995 population of the area covered by our licenses in
Puerto Rico and the U.S. Virgin Islands by May 25, 2004, and also
focusing on adding capacity sites and filling in the remaining suburban
areas.

In addition to the minimum construction plan, we are bound to do the
following:

. arrange for all necessary microwave relocation for our licenses and
AT&T's retained licenses;

. ensure compatibility of our systems with the majority of systems in
Louisiana, Oklahoma, Minnesota, Illinois and Texas, excluding Houston;

. satisfy the Federal Communications Commission construction requirements
in the areas covered by our licenses and AT&T's retained licenses;

. offer service features such as call forwarding, call waiting and
voicemail with respect to our systems, causing our systems to comply
with AT&T's network, audio and system performance quality standards; and

. refrain from providing or reselling services other than mobile wireless
services and long distance services that constitute mobile wireless
communications services initiated or terminated using TDMA and portions
of the airwaves licensed by the Federal Communications Commission or
that are procured from AT&T.

Disqualifying Transaction. If AT&T and an entity that:

. derives annual revenues from communications businesses in excess of $5
billion;

. derives less than one-third of its aggregate revenues from wireless
communications; and

. owns Federal Communications Commission licenses to offer, and does
offer, mobile wireless communications services serving more than 25% of
the residents, as determined by Equifax Marketing Decision Systems Inc.,
within the areas covered by our licenses

merge, consolidate, acquire or dispose of assets to each other, or otherwise
combine, then AT&T, upon written notice to us, may terminate its exclusivity
obligations where the territory covered by our licenses overlaps with
commercial mobile radio service licenses of the business combination partner.
Upon such termination, we have the right to cause AT&T, or any transferee that
acquired any shares of our series A preferred stock, our series D preferred
stock or our series F preferred stock owned by AT&T Wireless on July 17, 1998,
and any shares of our common stock into which any of these shares are
converted, to exchange their shares into shares of our series B preferred
stock. If we decide to convert AT&T Wireless's shares into shares of our
series B preferred stock, AT&T may terminate its exclusivity obligations in
all of our markets.

Once so converted, we may redeem the shares of our series B preferred stock
at any time in accordance with our restated certificate of incorporation.

Under some circumstances, if AT&T proposes to sell, transfer or assign to
any person that is not an affiliate of AT&T Wireless, any PCS system owned and
operated by AT&T Wireless and its affiliates

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<PAGE>

in any of the St. Louis, Missouri; Louisville, Kentucky; or Boston,
Massachusetts basic trading areas, then AT&T must provide us with the
opportunity to offer our network for sale jointly with AT&T for a 90-day
period.

Acquisition of Licenses. The stockholders' agreement provides that we may
acquire any cellular license that our board of directors has determined is a
demonstrably superior alternative to constructing a PCS system within the
corresponding areas covered by our licenses, if:

. a majority of the population covered by the license is within the areas
covered by our licenses;

. AT&T Wireless and its affiliates do not own commercial mobile radio
service licenses in the area covered by the license; and

. our ownership of the license will not cause AT&T Wireless or any
affiliate to be in breach of any law or contract.

Vendor Discounts; Roaming Agreements. AT&T Wireless has agreed in our
stockholders' agreement that, if we request, and if such request shall not
result in any adverse impact to AT&T, it will use all commercially reasonable
efforts:

. to assist us in obtaining discounts from any AT&T Wireless vendor with
whom we are negotiating for the purchase of any infrastructure equipment
or billing services; and

. to enable us to become a party to the roaming agreements between AT&T
Wireless and its affiliates and operators of other cellular and PCS
systems.

Resale Agreements. We will, upon the request of AT&T Wireless, enter into
resale agreements relating to the areas covered by our licenses under which
AT&T may resell our services. The rates, terms and conditions of service that
we provide are to be at least as favorable, and to the extent permitted by
applicable law, more favorable, to AT&T Wireless, taken as a whole, as the
rates, terms and conditions that we provide to other customers.

Subsidiaries. Our stockholders' agreement provides that all of our
subsidiaries must be direct or indirect wholly owned subsidiaries. Our
stockholders' agreement also provides that, without the prior written consent
of, or right of first offer to, AT&T Wireless, the company and our
subsidiaries may not:

. sell or dispose of a substantial portion of our assets or the assets of
any of our subsidiaries; or

. liquidate, merge or consolidate until we meet minimum construction
requirements.

Restrictions on Transfer. Our stockholders' agreement restricts the sale,
transfer or other disposition of our capital stock, such as by giving rights
of first offer and tag along rights and providing demand and piggyback
registration rights.

If one of our stockholders who is a party to our stockholders' agreement
desires to transfer any or all of its shares of our preferred or common stock,
other than voting preference stock and class C common stock, the selling
stockholder must first give written notice to us and:

. if the selling stockholder is one of our initial investors other than
AT&T Wireless or any other of our stockholders who is a party to our
stockholders' agreement, to AT&T Wireless; and

. if the selling stockholder is AT&T Wireless, to every other of our
initial investors.

Those of our stockholders who receive notice from the selling stockholders
may acquire all, but not less than all, of the shares offered to be sold at
the price offered by the selling stockholder. If none of our stockholders opt
to purchase the shares of the selling stockholder, the selling stockholder can
sell its shares to any other person on the same terms and conditions as
originally offered to our

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<PAGE>

stockholders. The right of first offer does not apply to our repurchase of any
shares of our class A voting common stock or class E preferred stock from one
of our employees in connection with the termination of the employee's
employment with us.

Any stockholder of the company that is subject to the stockholders'
agreement may not transfer 25% or more of any of the following shares of our
capital stock, whether alone or with other stockholders or whether in one
transaction or a series of transactions:

. series A preferred stock;

. series C preferred stock;

. series D preferred stock;

. series E preferred stock;

. series F preferred stock;

. voting preference stock;

. class A voting common stock;

. class B non-voting common stock;

. class C common stock; or

. class D common stock,

unless the proposed transfer includes an offer to our initial investors and
Mr. Vento and Mr. Sullivan to join in the transfer. Class C common stock and
class D common stock will count as one class of stock for purposes of the 25%
test. If a selling stockholder receives an offer from a bona fide purchaser to
transfer a selling stockholder's shares, the selling stockholder must follow
procedures included in our stockholders' agreement to include the other
stockholders in the proposed transfer.

In addition to the foregoing restrictions, our initial investors have
agreed not to transfer any shares of their common stock until July 17, 2001
except to affiliates, and Mr. Vento and Mr. Sullivan have agreed not to
transfer any shares of common stock prior to July 17, 2003, subject to limited
exceptions, including that 25% of their common stock may be transferred after
July 17, 2001.

Our stockholders who are subject to our stockholders' agreement also have
demand and piggyback registration rights. In some circumstances, stockholders
may demand that we register some or all of their securities with the
Securities and Exchange Commission under the Securities Act. Also, if we
propose to register any shares of our class A voting common stock or
securities convertible into or exchangeable for class A voting common stock
with the Securities and Exchange Commission under the Securities Act, we must
notify all stockholders of our intention to do so, and our stockholders may
include in our registration their shares of class A voting stock or securities
convertible into or exchangeable for class A voting common stock.

Amendments. In addition to the approval of our senior lenders, the terms of
our stockholders' agreement may be amended only if agreed to in writing by us
and the beneficial holders of a majority of the class A voting common stock
party to the stockholders' agreement, including AT&T Wireless, 66 2/3% of the
class A voting common stock beneficially owned by our initial investors other
than AT&T Wireless, and 66 2/3% of the class A voting common stock
beneficially owned by Mr. Vento and Mr. Sullivan.

Termination. The stockholders' agreement will terminate upon the earliest
to occur of:

. the receipt of the written consent of each party;

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<PAGE>

. July 17, 2009; and

. under specified circumstances, the date on which a single stockholder
beneficially owns all of the outstanding shares of our class A voting
common stock.

Upon completion of the merger with Tritel, our stockholders' agreement will
be terminated and a new stockholders' agreement will go into effect.

Proposed Holding Company Stockholders' Agreement

General. The new stockholders' agreement among our initial investors, the
Tritel initial investors, Messrs. Mounger, Martin, Vento and Sullivan and the
holding company, to be executed on or before the consummation of the merger,
will set guidelines for the management and operations of the holding company
and will restrict the sale, transfer or other disposition of holding company
capital stock.

No definitive stockholders' agreement has yet been executed; the
stockholders' agreement is still in the process of being finalized, and is
subject to change by the parties to the agreement.

Board of Directors. The new stockholders' agreement will provide that any
action of holding company's board of directors be approved by the affirmative
vote of a majority of the entire holding company board of directors, except in
circumstances where voting by particular classes of directors is required. The
new stockholders' agreement will also provide that, upon closing of the
merger, holding company's board of directors will consist of 14 directors (two
of whom will have only one-half vote, as described below).

The parties to the new stockholders' agreement will vote all of the shares
of holding company stock to cause the election of the following 14 individuals
to holding company's board of directors:

. Mr. Vento and Mr. Sullivan so long as each remains an officer and the
management agreement with TeleCorp Management Corp. remains in effect;

. subject to the provisions described below which limit such selection
rights, two individuals selected by holders of a majority in interest of
the class A voting common stock beneficially owned by our initial
investors other than AT&T Wireless;

. two individuals selected by AT&T Wireless in its capacity as the holding
company series A convertible preferred stock and series B convertible
preferred stock so long as AT&T has the right to elect each such
director in accordance with holding company's certificate of
incorporation;

. six individuals designated by the holders of holding company voting
preference stock, which include:

. one individual who must be reasonably acceptable to AT&T Wireless;

. two individuals who will be Messrs. Martin and Mounger so long as
each remains an officer and employee of holding company, or two
individuals who must be reasonably acceptable to Messrs. Martin and
Mounger, each individual in either case having one-half vote on all
matters requiring a vote of the board of directors; and

. three individuals who must be reasonably acceptable to holders of a
majority in interest of holding company class A voting common stock
beneficially owned by AT&T Wireless

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<PAGE>

on the one hand, and the initial investors other than AT&T Wireless,
on the other hand, so long as the initial investors other than AT&T
Wireless remain entitled to designate at least two directors, or, if
they are not entitled, then by the remaining directors on the board
of directors.

In the event that Mr. Martin ceases to be an officer or employee of holding
company, Mr. Martin will resign or be removed from the board of directors, and
in the event that Mr. Mounger ceases to be an officer or employee of holding
company and either the number of shares of holding company common stock
beneficially owned by Messrs. Mounger and Martin falls below seventy percent of
the number of shares of holding company common stock beneficially owned by them
on the date of closing of the merger, or two years elapse from the date of the
closing of the merger, Mr. Mounger will resign or be removed from the board of
directors. Following the first resignation or removal of either Mr. Martin or
Mr. Mounger, the holding company board of directors will be reduced by one, all
remaining board of directors seats will have one vote on all matters requiring
vote of the board of directors, and any nominated director requiring the
approval of Messrs. Martin and Mounger will only require the approval of
whoever remains as director. In the event that neither Mr. Martin nor Mr.
Mounger remains on the holding company board of directors, the number of
directors designated by the holders of the voting preference common stock who
require approval by Messrs. Martin and Mounger will be reduced to zero, and the
number of directors designated by the holders of the voting preference stock
and acceptable to holders of a majority in interest of holding company class A
voting common stock beneficially owned by AT&T Wireless on one hand and our
initial investors and Tritel's initial investors other than AT&T Wireless on
the other hand will be increased to four.

In the event that Mr. Vento or Mr. Sullivan ceases to be an officer of
holding company, or the management agreement between holding company and
TeleCorp Management Corp. ceases to be in full force and effect, Mr. Vento or
Mr. Sullivan, as applicable, will resign or be removed from holding company's
board of directors and the holders of the holding company voting preference
stock will select a replacement or replacements who must be acceptable to a
majority in interest of our initial investors and the Tritel investors other
than AT&T Wireless, in its sole discretion. In the event that AT&T Wireless
ceases to be entitled to designate holding company directors, the director or
directors elected by AT&T Wireless will resign or be removed from holding
company's board of directors and the remaining holding company directors will
take action so that the number of holding company directors constituting the
entire holding company board of directors will be reduced accordingly.

The number of holding company directors our initial investors and Tritel's
initial investors other than AT&T Wireless will be permitted to designate will
be reduced when the number of shares of holding company common stock
beneficially owned by our initial investors and Tritel's initial investors
other than AT&T Wireless on a fully diluted basis falls below:

. 85% of the number of shares of common stock beneficially owned by them
on the date of the closing of the merger;

. 70% of the number of shares of common stock beneficially owned by them
on the date of the closing of the merger;

. 60% of the number of shares of common stock beneficially owned by them
on the date of the closing of the merger; and

. 50% of the number of shares of common stock beneficially owned by them
on the date of the closing of the merger;

so that our initial investors and Tritel's investors other than AT&T Wireless
will be permitted to designate three, two, one or zero directors respectively;
provided, however, that the reductions in the board of directors may not take
place or may be delayed if certain of our initial investors and Tritel's

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investors other than AT&T Wireless hold or maintain a specified percentage of
common stock as set forth in the new stockholders' agreement.

In each instance in which the number of directors our initial investors and
Tritel's initial investors other than AT&T Wireless are entitled to designate
is reduced, the director designated by our initial investors and Tritel's
initial investors other than AT&T Wireless beneficially owning the smallest
percentage of shares of common stock then owned by any of our initial
investors and Tritel's initial investors other than AT&T Wireless whose
designees then remain as directors designated will resign or be removed from
holding company's board of directors and the size of holding company's board
of directors will be reduced accordingly. In the event that either:

. the number of holding company directors our initial investors and
Tritel's initial investors other than AT&T Wireless are entitled to
designate falls below two; or

. both our initial investors and Tritel's initial investors other than
AT&T Wireless entitled to designate the last two directors that our
initial investors and Tritel's initial investors other than AT&T
Wireless may designate cease to beneficially own at least 75% of the
number of shares of common stock beneficially owned by them on the date
of the closing of the merger,

our initial investors and Tritel's initial investors other than AT&T Wireless
will no longer be entitled to approve any designation of holding company
directors nor approve any director that replaces Messrs. Vento or Sullivan on
the holding company board of directors.

Exclusivity. The parties to the new stockholders' agreement will agree
that, during the term of the stockholders' agreement, neither they nor any of
their respective affiliates will provide or resell, or act as the agent for
any person offering, within the areas covered by holding company licenses,
wireless communications services initiated or terminated using TDMA and
portions of the airwaves licensed by the Federal Communications Commission,
except that AT&T Wireless and its affiliates will be able to:

. resell or act as agent for holding company in connection with mobile
wireless communications services;

. resell mobile wireless communications services from another person in
any area where holding company has not placed a system into commercial
service.

Additionally, with respect to some markets identified in the intercarrier
roamer services agreement with AT&T Wireless, each of holding company and AT&T
Wireless will agree to cause their respective affiliates in their home carrier
capacities to:

. program and direct the programming of customer equipment so that the
other party, in its capacity as the serving carrier, is the preferred
provider in these markets; and

. refrain from inducing any of its customers to change such programming.

AT&T Wireless will retain some PCS licenses within the areas covered by
holding company licenses for which holding company has a right of negotiation
in the event of a proposed transfer.

If holding company materially breaches any of its obligations, AT&T
Wireless will be able to terminate its exclusivity obligations under the new
stockholders' agreement and will be able to terminate holding company's rights
to the AT&T brand and logo under the license agreement if a default continues
after the applicable cure periods lapse. These material breaches include, if:

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. holding company fails to meet its minimum buildout requirements for its
systems as set forth in the new stockholders' agreement;

. AT&T Wireless and its affiliates decide to adopt a new technology
standard other than TDMA in a majority of its markets, and holding
company declines to adopt the new technology;

. each portion of holding company's network does not, within one year
after being placed into service, meet or exceed technical standards that
AT&T has developed regarding voice quality and performance of network
and call completion equipment. Each portion of holding company's network
must, within one year after being placed into service, perform on a
level, measured by these standards manuals, that meets or exceeds the
levels achieved by the average of all comparable wireless communications
networks owned and operated by AT&T;

. holding company fails to satisfy specific performance requirement
percentages that its entire network, measured as a single system, must
meet, including percentage of calls completed, percentage of established
calls dropped, percentages of calls not successfully transferred from
one network equipment site to another as a handset moves, or fails to
satisfy technical standards regarding the functioning of network and
call connection equipment; or

. holding company fails to meet specified customer care, reception quality
and network reliability standards.

The exclusivity provisions in the new stockholders' agreement will also not
apply to AT&T with respect to certain rural portions of Kentucky.

Construction. The new stockholders' agreement will require holding company
to construct a PCS system in the areas covered by its licenses according to a
minimum construction plan. The minimum construction plan will consist of the
minimum construction plan set forth in each of the TeleCorp Stockholders'
Agreement and Tritel Stockholders' Agreement. In addition, prior to the
consummation of the merger, the parties will agree on additional provisions
which will be included in the buildout plan with respect to the construction
of systems in the Wisconsin and Iowa markets acquired by us in our exchange of
markets with AT&T Wireless.

Disqualifying Transaction. If AT&T (or any of its affiliates) and an entity
that:

. derives annual revenues from communications businesses in excess of $5
billion;

. derives less than one-third of its aggregate revenues from wireless
communications; and

. owns Federal Communications Commission licenses to offer, and does
offer, mobile wireless communications services serving more than 25% of
the residents, as determined by Paul Kagan Associates, Inc. within the
areas covered by holding company licenses

merge, consolidate, acquire or dispose of assets to each other, or otherwise
combine, then AT&T, upon written notice to holding company, will be able to
terminate its exclusivity obligations where the territory covered by holding
company licenses overlaps with commercial mobile radio service licenses of the
business combination partner. Upon such termination, holding company will have
the right to cause AT&T or any transferee that acquired any shares of holding
company series A convertible preferred stock, series B convertible preferred
stock, series D preferred stock, series F preferred stock or series G
preferred stock then owned by AT&T Wireless, and any shares of holding company
common stock into which any of these shares are converted, to exchange all, or
a proportionate share based on overlapping service areas after such
disqualifying transaction, of their shares into shares of series H and I
preferred stock. In case of any such exchange, AT&T will be able to terminate
its exclusivity obligations in all of holding company's markets.

Once so converted, holding company will be able to redeem the shares of
series H and I preferred stock at any time in accordance with its restated
certificate of incorporation.

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Under some circumstances, if AT&T proposes to sell, transfer or assign to
any person that is not an affiliate of AT&T Wireless, any PCS system owned and
operated by AT&T Wireless and its affiliates in any of the St. Louis,
Missouri; Louisville, Kentucky; or Atlanta, Georgia basic trading areas, then
AT&T will have to provide holding company with the opportunity to offer its
network for sale jointly with AT&T for a 90-day period.

Acquisition of Licenses. The new stockholders' agreement will provide that
holding company may acquire any cellular license that holding company's board
of directors has determined is a demonstrably superior alternative to
constructing a PCS system within the corresponding areas covered by holding
company licenses, if:

. a majority of the population covered by the license is within the areas
covered by holding company licenses;

. AT&T Wireless and its affiliates do not own commercial mobile radio
service licenses in the area covered by the license; and

. holding company's ownership of the license will not cause AT&T Wireless
or any affiliate to be in breach of any law or contract.

Vendor Discounts; Roaming Agreements. AT&T Wireless will agree in the new
stockholders' agreement that, if holding company so requests, and if such
request shall not result in any adverse impact to AT&T Wireless, it will use
all commercially reasonable efforts:

. to assist holding company in obtaining discounts from any AT&T Wireless
vendor with whom the holding company is negotiating for the purchase of
any infrastructure equipment or billing services; and

. to enable holding company to become a party to the roaming agreements
between AT&T Wireless and its affiliates and operators of other cellular
and PCS systems.

Resale Agreements. Holding company, upon the request of AT&T Wireless, will
enter into resale agreements relating to the areas covered by holding company
licenses under which AT&T Wireless may resell holding company services. The
rates, terms and conditions of service that holding company provides are to be
at least as favorable, and to the extent permitted by applicable law, more
favorable, to AT&T Wireless, taken as a whole, as the rates, terms and
conditions that holding company provides to other customers.

Subsidiaries. The new stockholders' agreement will provide that all of
holding company's subsidiaries must be direct or indirect wholly owned
subsidiaries. The stockholders' agreement will also provide that with respect
to such subsidiaries, holding company may not sell or dispose of a substantial
portion of the assets or any of the capital stock of any of such subsidiaries
except in connection with a pledge to secure indebtedness.

Restrictions on Transfer. The new stockholders' agreement will restrict the
sale, transfer or other disposition of holding company capital stock, such as
by giving rights of first offer and tag along rights and providing demand and
piggyback registration rights.

If one of holding company's stockholders who is a party to the new
stockholders' agreement desires to transfer any or all of its shares of
holding company preferred or common stock other than holding company voting
preference stock and class C common stock, the selling stockholder must first
give written notice to holding company and:

. if the selling stockholder is one of our initial investors or Tritel's
initial investors other than AT&T Wireless or any other stockholder who
is a party to the new stockholders' agreement, to AT&T Wireless; and

. if the selling stockholder is AT&T Wireless, to every other initial
investor other than AT&T Wireless.

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The stockholders who receive notice from the selling stockholders may
acquire all, but not less than all, of the shares offered to be sold at the
price offered by the selling stockholder. If none of the stockholders opt to
purchase the shares of the selling stockholder, the selling stockholder will
be able to sell its shares to any other person on the same terms and
conditions as originally offered to the stockholders. The right of first offer
will not apply to holding company's repurchase of any shares of its class A
voting common stock or class E preferred stock from one of its employees in
connection with the termination of the employee's employment with holding
company.

A stockholder subject to the stockholders' agreement will not be able to
transfer 25% (on a fully diluted basis as calculated under the new
stockholders' agreement) or more of any of the shares of holding company
capital stock, whether alone or with other stockholders or whether in one
transaction or a series of transactions, unless the proposed transfer includes
an offer to AT&T Wireless, our initial investors and Tritel's initial
investors other than AT&T Wireless and Mr. Vento and Mr. Sullivan to join in
the transfer in accordance with the procedures included in the new
stockholders' agreement regarding the inclusion of other stockholders in the
proposed transfer.

Registration Rights. Holding company stockholders who are subject to the
new stockholders' agreement will also have certain demand and piggyback
registration rights. In some circumstances, holding company stockholders will
be able to demand that holding company register some or all of their
securities with the Securities and Exchange Commission under the Securities
Act of 1933. Also, if holding company proposes to register any shares of its
class A voting common stock or securities convertible into or exchangeable for
class A voting common stock with the Securities and Exchange Commission under
the Securities Act of 1933, holding company will have to notify stockholders
party to the new stockholders' agreement of holding company's intention to do
so, and such holding company stockholders may be able to include in the
registration their shares of class A voting common stock or securities
convertible into or exchangeable for class A voting common stock, subject to
certain cutback provisions based on limitations on the number of shares which
may be offered as determined by the underwriters in the offering.

Lockup and Subsequent Offering. In the new stockholders' agreement, each
party will agree not to effect any public sale or distribution of holding
company class A voting common stock or a similar security, or any securities
convertible into or exchangeable or exercisable for such securities, including
a sale pursuant to Rule 144, Rule 145 or Rule 144A under the Securities Act of
1933 during the 90 day period beginning on the effective date of the merger,
and additionally during such period commencing upon the filing of the
registration statement for the offering described in the next paragraph
(provided that the registration statement for such offering is filed within 60
days of the effective date of the merger) and continuing so long as the
company is using commercially reasonable efforts to pursue such registration
until such registration becomes effective, and for such additional period of
time as is reasonably requested by the managing underwriter(s) of the offering
described in the next paragraph, unless such sale or distribution is effected
through the offering described in the next paragraph.

In the new stockholders' agreement, holding company will agree to use
commercially reasonable efforts to file a registration statement giving rise
to a piggyback registration relating to the holding company class A voting
common stock within 60 days of the effective date of the merger and have such
registration statement declared effective within 150 days of the effective
date of the merger, provided, however, that the holding company has agreed to
include no more than 50% of newly issued holding company shares in such
offering, or $150 million, up to the first $300 million registered in such
offering; and thereafter no more than the 30% of the incremental shares
registered by the holding company as primary for offerings over and above $300
million.

Amendments. In addition to the approval of holding company's senior
lenders, the terms of the new stockholders' agreement will only be amended if
agreed to in writing by holding company and the

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beneficial holders of a majority of the class A voting common stock party to
the stockholders' agreement, including AT&T Wireless, 66 2/3% of the class A
voting common stock beneficially owned by our initial investors and Tritel's
initial investors other than AT&T Wireless, and 66 2/3% of the class A voting
common stock beneficially owned by Mr. Vento and Mr. Sullivan.

Termination. The new stockholders' agreement will terminate upon the
earliest to occur of:

. the receipt of the written consent of each party;

. July 17, 2009; and

. the date on which a single stockholder beneficially owns all of the
outstanding shares of class A voting common stock.

Intercarrier Roamer Service Agreement/Roaming Administration Service
Agreement

Intercarrier Roamer Service Agreement. We entered into the intercarrier
roamer services agreement dated as of July 17, 1998 with AT&T Wireless
Services and several of its affiliates. We have agreed with AT&T Wireless that
each party, in its capacity as a serving provider, will provide services to
each others' customers where it has a license or permit to operate a wireless
communications system. Each home carrier whose customers receive service from
a serving provider will pay to the serving provider all of the serving
provider's charges for wireless service and all of the applicable charges.
Each serving provider's service charges per minute or partial minute for use
for the first three years will be fixed at a declining rate.

The intercarrier roamer service agreement has a term of 20 years, which is
automatically renewed on a year-to-year basis unless terminated by either
party upon 90-days prior written notice. The intercarrier roamer service
agreement may be terminated immediately by either party upon written notice to
the other of a default of the other party or after 10 years by either party
upon 90 days prior written notice. A party will be in default under the
intercarrier roamer service agreement upon any of the following:

. a material breach of any material term of the intercarrier roamer
service agreement by a party that continues for 30 days after receipt of
written notice of the breach from the nonbreaching party;

. voluntary liquidation or dissolution or the approval by the management
or owners of a party of any plan or arrangement for the voluntary
liquidation or dissolution of the party; or

. bankruptcy or insolvency of a party.

The intercarrier roamer service agreement may also be suspended by either
party immediately upon written notice to the other party of the existence of a
breach of the agreement, whether or not the breach constitutes a default, if
the breach materially affects the service being provided to the customers of
the non-breaching party. While the suspension is in effect, either in whole or
in part, the parties will work together to resolve as quickly as possible the
difficulty that caused the suspension. When the party who originally gave
notice of suspension concludes that the problem causing the suspension has
been resolved, that party will give to the other written notice to this
effect, and the agreement will resume in full effect within five business days
after the parties have mutually agreed that the problem has been resolved.
Neither party may assign or transfer its rights and obligations under the
intercarrier roamer service agreement without the written consent of the other
party, except to an affiliate or an assignee of its license.

Roaming Administrative Service Agreement. Under the roaming administrative
service agreement dated as of July 17, 1998 between AT&T Wireless Services and
us, AT&T Wireless Services has

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agreed to make available to us the benefits of the intercarrier roaming
services agreements it has entered into with other wireless carriers, subject
to the consent of the other wireless carriers and to our remaining a member in
good standing of the North American Cellular Network.

The roaming administrative service agreement has an initial term of two
years, which is automatically renewed on a year-to-year basis unless
terminated by either party upon 90-days prior written notice. Either party may
terminate the roaming administrative service agreement for any reason at any
time upon 180-days prior written notice. Either party may also terminate the
roaming administrative service agreement:

. upon a material breach of the other party that is not cured or for which
cure is not reasonably begun within 30 days after written notice of the
claimed breach; or

. immediately by either party, after reasonable prior notice, if the other
party's operations materially and unreasonably interfere with its
operations and the interference is not eliminated within 10 days.

AT&T Wireless Services can terminate the roaming administrative service
agreement if:

. we are no longer a member in good standing of the North American
Cellular Network; or

. the agreement under which AT&T Wireless Services receives roaming
administration services is terminated or expires; provided, however,
that AT&T Wireless Services will offer to resume its services in the
event that it extends or continues that agreement.

Neither party may assign or transfer its rights and obligations under the
roaming administrative service agreement without the written consent of the
other party, except to an affiliate or an assignee of its license, except that
AT&T Wireless Services may subcontract its duties.

Resale Agreement

Our stockholders' agreement provides, and our new stockholders agreement
will provide, that, from time to time, at AT&T Wireless's request, we are
required to enter into a resale agreement with AT&T Wireless or other of its
affiliates. The resale agreement would grant to AT&T Wireless the right to
purchase from us its wireless services on a non-exclusive basis within a
designated area and resell access to, and use of, our services. AT&T Wireless
must pay charges for any services that are resold, including usage, roaming,
directory assistance and long distance charges, and taxes and tariffs. Any
resale agreement would have an initial term of ten years that would be
automatically renewed on a year-to-year basis unless terminated by either
party upon 90-days prior written notice. In addition, AT&T Wireless would be
able to terminate any resale agreement for any reason at any time upon 180-
days prior written notice.

Long Distance Agreement

Under the long distance agreement dated as of December 21, 1998 between
AT&T Wireless Services and the company, we purchase interstate and intrastate
long distance services from AT&T Wireless Services at preferred rates. We then
resell these long distance services to our customers. We can only obtain these
preferred rates if we continue our affiliation with AT&T Wireless Services.
The long distance agreement has a term of up to three years.

The long distance agreement requires that we meet a minimum traffic volume
during the term of the agreement, which is adjusted as least once each
calendar year at the time specified by AT&T Wireless Services. The minimum
traffic volume commitments may be adjusted more frequently upon mutual
agreement by AT&T Wireless Services and the company. During the first year, we
set the minimum traffic volume commitment in our sole discretion. After the
first calendar year, the

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commitment may be increased by any amount or decreased by any amount up to ten
percent at our discretion. We may reduce the minimum traffic volume
commitments by more than ten percent with AT&T Wireless Services' permission.
If we fail to meet the volume commitments, we must pay to AT&T Wireless
Services the difference between the expected fee based on the volume
commitment and the fees based on actual volume.

The long distance services we purchase from AT&T Wireless Services may only
be used in connection with:

. our commercial mobile radio services;

. calls that originate on our network; and

. those commercial mobile radio services that share our call connection
equipment.

Puerto Rico License

In a series of transactions, we acquired a license and related assets
covering the San Juan major trading area from AT&T Wireless on May 25, 1999.
The following transactions took place ultimately to effect the acquisition of
the license and related assets from AT&T Wireless:

. on May 24, 1999, we sold to AT&T for $40.0 million 30,750 shares of our
series A preferred stock, 10,250 shares of our series D preferred stock,
and 3,090,000 shares of our series F preferred stock under a preferred
stock purchase agreement;

. on May 25, 1999, we sold to our initial investors, other than AT&T,
39,997 shares of our series C preferred stock and 12,358,950 shares of
our class A voting common stock in exchange for an aggregate amount of
$40.0 million in cash under a stock purchase agreement, which will be
funded over a three-year period;

. on May 25, 1999, we purchased the license for the San Juan major trading
area and related assets, which included 27 constructed network equipment
sites, call connection equipment and leases for additional network
equipment sites, from AT&T Wireless for $96.5 million in cash under an
asset purchase agreement; and

. we incurred $3.2 million for microwave relocation and $0.3 million for
legal expenses in connection with this acquisition.

In addition, Mr. Vento and Mr. Sullivan were issued fixed and variable
awards of 4,063 and 1,633,899 restricted shares of our series E preferred
stock and class A voting common stock, respectively, in exchange for their
interest in Puerto Rico Acquisition Corporation. Puerto Rico Acquisition
Corporation was an entity wholly-owned by Mr. Vento and Mr. Sullivan that was
created for the special purpose of acquiring the license and related assets of
the San Juan major trading area. The fixed awards typically vest over a five-
year period.

The variable awards vest based upon certain events taking place, including
the company reaching milestones in our minimum construction plan, which were
probable at December 31, 1999. The stockholders' agreement sets forth network
development requirements for the Puerto Rico license.

The San Juan major trading area covers a population of approximately 3.9
million people in Puerto Rico, as well as the U.S. Virgin Islands. Our
agreements with AT&T were automatically amended to include the San Juan major
trading area under the scope of those agreements.

Relationship with Entel Technologies and other Site Acquisition Service
Providers

We receive site acquisition, construction management, program management,
microwave relocation and engineering services under a master services
agreement with Wireless Facilities, Inc. Payments under the agreement were
approximately $30.7 million in the 1998 fiscal year. At the time

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of entering into the master services agreement, Mr. Vento was a senior
officer, and he and Mr. Sullivan were the controlling stockholders of Hotel
Technologies. In February 1998, they sold their interests in Hotel
Technologies to Wireless Facilities, Inc. The terms of this agreement were no
more favorable to the parties than they could have obtained from third parties
negotiated at arm's length.

American Towers, Inc. provides us with network site leases for PCS
deployment under a master site lease agreement. Chase Capital Partners, one of
our beneficial owners, has a noncontrolling interest in American Towers. The
terms of these lease agreements were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

Relationship with the Initial Purchasers of the Notes and the New Senior
Subordinated Notes.

Chase Securities Inc. was one of the initial purchasers of the outstanding
notes and the new senior subordinated notes. Chase Securities Inc. and its
affiliates perform various investment banking and commercial banking services
from time to time for us and our affiliates. Chase Securities Inc. acted as our
lead manager for the offering of the notes and is joint manager for the offering
of the new senior subordinated notes outstanding. The Chase Manhattan Bank, an
affiliate of Chase Securities Inc., is the agent bank and a lender under our
senior credit facilities. Michael R. Hannon, a member of our board of directors,
is a General Partner of Chase Capital Partners, an affiliate of Chase Securities
Inc. In addition, CB Capital Investors, L.P., an affiliate of Chase Capital
Partners, is one of our initial investors and owns shares of our common and
preferred stock. The terms of TeleCorp's senior credit facilities were no more
favorable to the parties than they could have obtained from third parties
negotiated at arm's length.

Relationships with Tritel Communications and Triton.

We have formed Affiliate License Co. with Triton and Tritel Communications
to adopt a common brand, SunCom, that is co-branded with AT&T on an equal
emphasis basis. Under the agreement, we, Triton and Tritel Communications each
own one third of Affiliate License Co., the owner of the SunCom name. We,
along with the other SunCom companies license the SunCom name from Affiliate
License Co. Mr. Sullivan is a director of Affiliate License Co. The terms of
this agreement were no more favorable to the parties than they could have
obtained from third parties negotiated as arm's length.

AT&T owns stock in the company and in Tritel and we and Tritel may be
deemed affiliates by virtue of a common ownership. Mr. Anderson, one of our
directors, also serves as a director of Tritel, AT&T, CB Capital Investors and
Equity-Linked Investors own stock in the company and in Triton, and we and
Triton may be deemed affiliates by virtue of common ownership. Mr. Anderson
also serves as a director of Triton.

Tritel Communications owned a controlling interest in Digital PCS at the
time we acquired licenses from Digital PCS. Tritel Communications may be
deemed an affiliate of Digital PCS. In addition, at the time we acquired
licenses from Digital PCS, Mr. Anderson, one of our current directors, and Mr.
Fuqua, one of our directors at the time of the acquisition, were directors of
Tritel Communications. The terms of this agreement were no more favorable to
the parties than they could have obtained from third parties negotiated at
arm's length.

Relationship with Other Entities.

TeleCorp Holding Corp. Our predecessor company, TeleCorp Holding Corp., was
incorporated to participate in the Federal Communications Commission's auction
of licenses in April 1997. TeleCorp Holding Corp. raised money from investors
to develop any licenses it obtained in the auction. TeleCorp Holding Corp.
successfully obtained licenses in the New Orleans, Memphis, Beaumont, Little
Rock, Houston, Tampa, Melbourne and Orlando basic trading areas. In August
1997, TeleCorp Holding Corp.

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transferred the Houston, Tampa, Melbourne and Orlando basic trading area
licenses to four newly-formed entities created by TeleCorp Holding Corp.'s
stockholders:

. THC of Houston;

. THC of Tampa;

. THC of Melbourne; and

. THC of Orlando;

and issued notes in the aggregate amount of approximately $2.7 million to
these entities to develop these licenses. These licenses were transferred
along with the related operating assets and liabilities in exchange for
investment units consisting of class A voting, B non-voting and C common stock
and series A preferred stock in August 1997. Concurrently, TeleCorp Holding
Corp. distributed the investment units, on a pro rata basis, in a partial
stock redemption to TeleCorp Holding Corp.'s existing stockholder group. As a
result of this distribution, TeleCorp Holding Corp. no longer retains any
ownership equity interest in the newly formed entities. TeleCorp Holding Corp.
performed administrative and management services and paid costs on behalf of
these entities for the year ended December 31, 1997 worth the aggregate amount
of $0.7 million. In 1998, upon the closing of the agreements with AT&T,
TeleCorp Holding Corp. paid approximately $2.0 million to the four THC
entities as payment of the notes, offset by the approximately $0.7 million in
services and costs. The terms of these transactions were no more favorable to
the parties than they could have obtained from third parties negotiated at
arm's length.

TeleCorp WCS. On May 5, 1997, TeleCorp Holding Corp. lent approximately
$3.0 million to TeleCorp WCS, Inc. in exchange for interest-free notes from
TeleCorp WCS. On May 5, 1997, TeleCorp Holding Corp. received equity
investments in exchange for the right to receive:

. the notes from TeleCorp WCS;

. any cash, notes or other assets received by TeleCorp Holding Corp. on
behalf of the notes; or

. any capital stock into which the notes were converted.

TeleCorp WCS repaid approximately $2.7 million of the notes with cash to
TeleCorp Holding Corp., and TeleCorp Holding Corp. forwarded this cash to the
equity investors. TeleCorp WCS issued a note in the amount of approximately
$0.3 million directly to the investors on behalf of the remaining $0.3 million
outstanding under the notes. TeleCorp WCS converted these notes into capital
stock issued to the investors in 1998.

Mr. Sullivan and Mr. Vento own 2,875 and 4,625 shares of class C common
stock of TeleCorp WCS, respectively, which represents 60% of its outstanding
class A voting common stock. At the time of entering into the transactions
with TeleCorp WCS, Mr. Sullivan and Mr. Vento were stockholders in TeleCorp
Holding Corp.

The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

TeleCorp Investment Corp.; TeleCorp Investment Corp. II. TeleCorp
Investment Corp. owns 352,956 shares of our class A voting common stock, 575
shares of our class C common stock, 3,780 shares of our class D common stock
and 1,160.17 shares of our series C preferred stock. Some of our stockholders
own stock in TeleCorp Investment Corp., as follows:

. Chase Capital Partners, one of our initial investors, owns an 80% equity
interest;

. Mr. Sullivan and Mr. Vento each own a 2.4% equity interest; and

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. Mr. Dowski owns a 1.6% equity interest.

In addition, TeleCorp Investment Corp. II was formed to purchase from
Entergy Technology Holding Corporation 492,064 shares of our class A voting
common stock and 11,366 shares of our class D common stock. The purchase of
shares was concluded on July 15, 1999. Mr. Vento, Mr. Sullivan and Ms. Dobson
each own 5.99% of TeleCorp Investment Corp. II. Mr. Vento and Mr. Sullivan
serve as managers of TeleCorp Investment Corp. II.

The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

Viper Wireless. On April 11, 2000, pursuant to Federal Communications
Commission consent, we acquired the 15% of Viper Wireless, Inc. that we did not
yet own from Messrs. Vento and Sullivan in exchange for an aggregate of 323,372
shares of our class A voting common stock and 800 shares of our series E
preferred stock through a merger of TeleCorp Holding Corp. and Viper Wireless.
TeleCorp Holding Corp. acquired 85% of Viper Wireless on March 1, 1999 in
exchange for $32.3 million contributed by AT&T Wireless and some of our other
initial investors for additional shares of our preferred and common stock. As
part of this financing, we paid approximately $0.5 million to Chase Securities,
Inc., an initial purchaser and an affiliate of one of our initial investors, for
placement advice. Viper Wireless used the proceeds to participate in the Federal
Communications Commission's reauction of PCS licenses. Viper Wireless was
subsequently granted six PCS licenses in the reauction.

TeleCorp LMDS

On April 7, 2000, pursuant to Federal Communications Commission consent, we
acquired TeleCorp LMDS, Inc. through an exchange of all of the outstanding
stock of TeleCorp LMDS for 878,400 shares of our class A voting common stock.
TeleCorp LMDS's stockholders are Mr. Vento, Mr. Sullivan and three of our
initial investors. By acquiring TeleCorp LMDS, we gained LMDS licenses
covering airwaves in Little Rock, Arkansas, Beaumont, Texas, New Orleans,
Louisiana, San Juan and Mayaguez, Puerto Rico, and the U.S. Virgin Islands.
See "Securities Ownership of Certain Beneficial Owners and Management."

Relationship with Toronto Dominion

Toronto Dominion Investments, one of our initial investors, and TD
Securities (USA), an affiliate of Toronto Dominion Investments, which is a
lender under our senior credit facilities, may be deemed to be under common
control by virtue of their relationship to each other and to us. The terms of
our senior credit facilities were no more favorable to the parties than they
could have obtained from third parties negotiated at arm's length.

Relationships with Stockholders

From inception through June 1998, our primary source of financing was notes
issued to some of our initial investors. In July 1996, we issued $0.5 million
of subordinated promissory notes to such investors. These notes were converted
into 50 shares of our series A preferred stock in April 1997. In December
1997, we issued various promissory notes to some of our initial investors.
These notes were converted into mandatorily redeemable preferred stock in July
1998. From January 1, 1998 to June 30, 1998, we borrowed approximately $22.5
million in the form of promissory notes to existing and prospective investors
to satisfy working capital needs. These notes were converted into equity in
July 1998 in connection with the completion of the venture with AT&T.

The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

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Relationship with McDermott, Will & Emery.

We use the services of a law firm, McDermott, Will & Emery. Mr. Sullivan,
TeleCorp's Executive Vice President and Chief Financial Officer, was counsel
until October 1999 and a partner prior to July 1998. The terms of these
arrangements were no more favorable to McDermott, Will & Emery than terms that
could have been obtained from third parties negotiated at arm's length.

Relationship with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

We use the services of a law firm, Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., whose affiliate, ML Strategies, LLC, pursuant to an agreement and
for matters unrelated to us, utilizes the services of Mr. Sullivan, our
Executive Vice President and Chief Financial Officer , as a consultant, for a
consulting fee. The terms of these arrangements are no more favorable to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ML Strategies or Mr. Sullivan,
than could be obtained from third parties negotiated at arm's length.

-102-
<PAGE>

THE PENDING MERGER AND RELATED TRANSACTIONS

Selected Unaudited Pro Forma Financial Data

The following unaudited pro forma financial data combines the historical
consolidated balance sheets and statements of operations of TeleCorp, Tritel,
Indus, Inc. (Indus) and Airadigm Communications, Inc. (Airadigm). These
unaudited pro forma financial statements give effect to the merger with Tritel
using the purchase method of accounting, the contribution from AT&T, the
acquisition of all of the common and preferred stock of Indus, the acquisition
of additional wireless properties and assets from Airadigm, the exchange with
AT&T, which includes the acquisition of PCS licenses from ABC Wireless, L.L.C.
(ABC) and Polycell Communications, Inc. (Polycell), the offering of the new
Senior Subordinated Notes other transactions and pro forma inter-entity
eliminations.

We derived this information from the audited consolidated financial
statements of TeleCorp and Tritel and from the unaudited financial statements
of Indus and Airadigm as of and for the year ended December 31, 1999 and from
the unaudited consolidated financial statements of TeleCorp and Tritel and from
the unaudited financial statements of Indus and Airadigm as of and for the
three months ended March 31, 2000. This information is only a summary and
should be read in conjunction with the historical consolidated financial
statements and related notes of TeleCorp and Tritel for those periods,
contained elsewhere herein. For presentation of the pro forma financial aspects
of each of these transactions, both individually and combined, see "Financial
Information--Unaudited Pro Forma Condensed Combined Financial Statements."

The unaudited pro forma condensed combined statement of operations data for
the year ended December 31, 1999 assumes each of the transactions was effected
on January 1, 1999. The unaudited pro forma condensed combined statement of
operations data for the three months ended March 31, 2000 assumes each of the
transactions was effected on January 1, 1999. The unaudited pro forma condensed
combined balance sheet data as of March 31, 2000 gives effect to each
transaction as if it had occurred on March 31, 2000. The accounting policies of
TeleCorp, Tritel, Indus and Airadigm are substantially comparable. Certain
reclassifications have been made to Tritel's, Indus' and Airadigm's historical
presentation to conform to TeleCorp's presentation. These reclassifications do
not materially impact Tritel's, Indus' or Airadigm's statements of operations
or financial position for the periods presented.

We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.

TELECORP PCS, INC. AND SUBSIDIARIES AND
PREDECESSOR COMPANIES
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

Balance Sheet
Data as of
March 31, 2000:
Cash and Cash
equivalents...... 94,606 437,000 531,606 335 1,351 (20,656) (262) 512,374
Property and
equipment net.... 461,742 -- 461,742 982 40,954 (99,201) -- 404,477
Personal
Communications
Service Licences
and Microwave
Costs........... 273,396 -- 273,396 70,333 75,379 708,640 5,840 1,133,588
Intangible Assets
-- AT&T
Agreements, net. 36,119 -- 36,119 -- -- 322,176 -- 358,295
Total Assets..... 948,654 450,000 1,398,654 73,492 122,650 904,969 5,578 2,505,343
Total Debt....... 651,325 450,000 1,101,325 88,281 162,074 (105,099) 2,871 1,249,452
Manditorily
redeemable
Preferred
stock, net....... 270,914 -- 270,914 -- -- -- 58 270,972
Total
Stockholders'
equity (deficit). (125,840) -- (125,840) (31,834) (78,936) 948,890 2,649 714,929
<CAPTION>
Merger
----------------------------- Inter-
Proforma Company
Tritel Adjustments Eliminations Total
------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Statement of
Operations Data
for the three
months ended
March 31, 2000:
Revenue:
Service......... $ 6,815 $ -- $ -- $ 42,526
Roaming......... 5,901 -- (362) 15,146
Equipment....... 2,783 -- -- 9,331
------------- ----------- ------------ -------------
Total revenue... 15,499 -- (362) 67,003
------------- ----------- ------------ -------------
Operating
expenses:
Cost of
revenue......... 13,703 -- (362) 30,649
Operations and
development..... 20,174 -- -- 29,949
Sales and
marketing....... 21,883 -- -- 54,438
General and
administrative.. 97,899 5,625 -- 133,425
Depreciation and
amortization.... 10,551 59,448 -- 96,072
------------- ----------- ------------ -------------
Total operating
expenses........ 164,210 65,073 (362) 344,533
------------- ----------- ------------ -------------
Operating loss... (148,711) (65,073) -- (277,530)
Other income
(expense):
Interest
expense......... (14,360) 258 -- (49,655)
Interest income
and other....... 8,669 -- -- 11,209
------------- ----------- ------------ -------------
Loss before
income taxes..... (154,402) (64,815) -- (315,976)
Income tax
benefit.......... 506 -- -- 506
------------- ----------- ------------ -------------
Net loss......... (153,896) (64,815) -- (315,470)
Accretion of
mandatorily
redeemable
preferred stock.. (2,267) -- -- (10,000)
------------- ----------- ------------ -------------
Net loss
attributable to
common
stockholders..... $ (156,163) $ (64,815) $ -- $ (325,470)
============= =========== ============ =============

Balance Sheet
Data as of
March 31, 2000:
Cash and Cash
equivalents...... 482,459 (38,000) -- 956,833
Property and
equipment net.... 292,215 -- -- 696,792
Personal
Communications
Service Licences
and Microwave
Costs........... 203,107 2,739,093 -- 4,075,788
Intangible Assets
-- AT&T
Agreements, net. 58,077 424,723 -- 841,095
Total Assets..... 1,109,874 5,389,712 -- 9,004,929
Total Debt....... 565,443 16,160 -- 1,831,055
Manditorily
redeemable
Preferred
stock, net....... 101,853 (438) -- 372,387
Total
Stockholders'
equity (deficit). 339,569 4,299,511 -- 5,354,009
</TABLE>
TELECORP PCS, INC. AND SUBSIDIARIES AND
PREDECESSOR COMPANIES
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
<TABLE>
<CAPTION>
Contribution and Exchange
----------------------------------
Proforma Other
TeleCorp Offering Subtotal Indus Airadigm Adjustments transactions Subtotal
----------- -------- --------- ---------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data
for the year
ended December
31, 1999:
Revenue:
Service......... $ 41,319 $ -- $ 41,319 $ 339 $ 6,000 $ (2,978) $ -- $ 44,680
Roaming......... 29,010 -- 29,010 -- -- (5,887) -- 23,123
Equipment....... 17,353 -- 17,353 108 1,701 (1,749) -- 17,413
----------- -------- --------- -------- -------- -------- ------ ---------
Total revenue... 87,682 -- 87,682 447 7,701 (10,614) -- 85,216
----------- -------- --------- -------- -------- -------- ------ ---------
Operating
expenses:
Cost of
revenue......... 39,259 -- 39,259 905 5,073 (3,855) -- 41,382
Operations and
development..... 35,979 -- 35,979 -- -- (7,573) -- 28,406
Sales and
marketing....... 71,180 -- 71,180 7,569 1,556 (5,581) -- 74,724
General and
administrative.. 92,585 -- 92,585 -- 11,909 (1,905) -- 102,589
Depreciation and
amortization.... 55,110 -- 55,110 4,061 10,253 4,301 62 73,787
Restructuring
charges......... -- -- -- 32,000 -- -- -- 32,000
----------- -------- --------- -------- -------- -------- ------ ---------
Total operating
expenses........ 294,113 -- 294,113 44,535 28,791 (14,613) 62 352,888
----------- -------- --------- -------- -------- -------- ------ ---------
Operating loss... (206,431) -- (206,431) (44,088) (21,090) 3,999 (62) (267,672)
Other income
(expense):
Interest
expense......... (51,313) (49,113) (100,426) (5,944) (12,583) (2,668) (255) (121,876)
Interest income
and other....... 6,748 -- 6,748 109 666 -- -- 7,523
----------- -------- --------- -------- -------- -------- ------ ---------
Loss before
income taxes..... (250,996) (49,113) (300,109) (49,923) (33,007) 1,331 (317) (382,025)
Income tax
benefit.......... -- -- -- 533 -- -- -- 533
----------- -------- --------- -------- -------- -------- ------ ---------
Net loss......... (250,996) (49,113) (300,109) (49,390) (33,007) 1,331 (317) (381,492)
Accretion of
mandatorily
redeemable
preferred stock.. (24,124) -- (24,124) -- -- -- -- (24,124)
----------- -------- --------- -------- -------- -------- ------ ---------
Net loss
attributable to
common
stockholders..... $ (275,120) $(49,113) $(324,233) $(49,390) $(33,007) $ 1,331 $ (317) $(405,616)
=========== ======== ========= ======== ======== ======== ====== =========
<CAPTION>
Merger
--------------------------- Inter-
Proforma Company
Tritel Adjustments Eliminations Total
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Statement of
Operations Data
for the year
ended December
31, 1999:
Revenue:
Service......... $ 1,186 $ -- $ -- $ 45,866
Roaming......... 3,421 -- (2,000) 24,544
Equipment....... 2,152 -- -- 19,565
----------- ----------- ------------ -------------
Total revenue... 6,759 -- (2,000) 89,975
----------- ----------- ------------ -------------
Operating
expenses:
Cost of
revenue......... 6,966 -- (2,000) 46,348
Operations and
development..... 29,113 -- -- 57,519
Sales and
marketing....... 32,790 -- -- 107,514
General and
administrative.. 190,539 22,500 -- 315,628
Depreciation and
amortization.... 12,839 164,862 -- 251,488
Restructuring
charges......... -- -- -- 32,000
----------- ----------- ------------ -------------
Total operating
expenses........ 272,247 187,362 (2,000) 810,497
----------- ----------- ------------ -------------
Operating loss... (265,488) (187,362) -- (720,522)
Other income
(expense):
Interest
expense......... (27,200) 712 -- (148,364)
Interest income
and other....... 16,791 -- -- 24,314
----------- ----------- ------------ -------------
Loss before
income taxes..... (275,897) (186,650) -- (844,572)
Income tax
benefit.......... 28,443 -- -- 28,976
----------- ----------- ------------ -------------
Net loss......... (247,454) (186,650) -- (815,596)
Accretion of
mandatorily
redeemable
preferred stock.. (8,918) -- -- (33,042)
----------- ----------- ------------ -------------
Net loss
attributable to
common
stockholders..... $ (256,372) $(186,650) $ -- $ (848,638)
=========== =========== ============ =============
</TABLE>

Unaudited Comparative Per Share Information

The following reflects (a) the historical net loss attributable to common
equity per share and book value per share of TeleCorp common equity shares in
comparison with the pro forma net loss and book value per common equity share
after giving effect to the proposed merger with Tritel under the purchase method
of accounting, the contribution and exchange with AT&T and the acquisitions
related to Indus, Airadigm, ABC and Polycell; and (b) the historical net loss
and book value per share of Tritel common equity shares in comparison with the
equivalent pro forma net loss and book value per share attributable to 0.76 of a
share of TeleCorp-Tritel Holding Company common equity shares which will be
received for each share of Tritel. This information should be read in
conjunction with the unaudited pro forma condensed combined financial statements
of Telecorp and the separate financial statements of the respective companies
and the notes thereto appearing elsewhere herein.

<TABLE>
<CAPTION>
As of and for
As of and the three months
for the year ended ended
December 31, 1999 March 31, 2000
Pro Forma Pro Forma
------------------ ----------------
(unaudited) (unaudited)
<S> <C> <C>
TeleCorp
Net loss attributable to common equity per
share
Historical............................... $ (3.58) $ (0.83)
Pro forma................................ $ (5.03) $ (1.70)
Book value per share(1)
Historical............................... $ (0.90) $ (1.22)
Pro forma................................ $ 27.69 $ 27.51
Cash dividends per share(2)
Historical............................... $ -- $ --
Pro forma................................ $ -- $ --

Tritel
Net loss per share
Historical............................... $(33.25) $ (1.32)
Equivalent pro forma(3).................. $ (3.82) $ (1.29)
Book value per share(1)
Historical............................... $ 3.06 $ 2.68
Equivalent pro forma(3).................. $ 21.04 $ 20.91
Cash dividends per share(2)
Historical............................... $ -- $ --
Equivalent pro forma..................... $ -- $ --
</TABLE>
--------
(1) Computed by dividing net worth (assets less liabilities less mandatorily
redeemable preferred stock) by the number of shares outstanding as of
December 31, 1999 and March 31, 2000, respectively.
(2) No cash dividends have been paid since the inception of TeleCorp or
Tritel.
(3) Computed by multiplying pro forma loss per share and pro forma book value
per share of Holding Company by the exchange ratio of 0.76.

Stock Split

On August 27, 1999, TeleCorp amended its certificate of incorporation to
effect a 100 for 1 stock split for its series F preferred stock and all classes
of its common stock to be effective as of August 27, 1999. On November 8, 1999,
TeleCorp amended its certificate of incorporation to effect a 3.09 for 1 stock
split for its series F preferred stock and all classes of its common stock to
be effective as of November 8, 1999. All TeleCorp common stock and preferred
stock share data has been retroactively adjusted to reflect this change.

On November 19, 1999, Tritel's board of directors approved a 400 for 1 stock
split for class A voting, class B non-voting, class C and class D common stock
which became effective December 13, 1999. All Tritel common stock share data,
except voting preference common shares, has been retroactively adjusted to
reflect this change.

The Pending Merger

Overview.

We recently entered into a merger agreement with Tritel. This agreement
provides for each of us to merge with a subsidiary of the holding company.
Upon completion of these pending mergers, Tritel and we will both become
wholly owned subsidiaries of the holding company. Pursuant to the merger
agreement, our common stockholders will receive one share of a corresponding
class of substantially similar holding company class A voting common stock
through class D common stock and voting preference common stock for each share
of each class of our class A voting common stock through class D common stock
and voting preference common stock they own, except that our class B non-
voting common stockholders will receive one share of holding company class A
voting common stock for each share they own. Our preferred stockholders will
receive one share of a corresponding series of substantially similar holding
company preferred stock for each share of each series of our preferred stock
they own.

Tritel class A voting common and class B non-voting common stockholders
will receive 0.76 shares of holding company class A voting common stock for
each share they own and cash in lieu of any fractional share. Tritel class C
common and class D common stockholders will receive 0.0076 shares of holding
company class E common and class F common stock, respectively, and 0.7524
shares of holding company class A voting common stock for each share they own
and cash in lieu of any fractional share. Tritel series A preferred and series
D preferred stockholders will receive one share of holding company series B
preferred and series G preferred stock, respectively, for each share they own.
E.B. Martin, as a voting preference common stockholder, will receive an
aggregate amount of $10 million for all the shares of voting preference common
stock he owns. William M. Mounger, II, as a Tritel voting preference common
stockholder, will also receive three shares of holding company voting
preference common stock for all of the shares of voting preference common
stock he owns and will receive a put to sell his shares of Tritel voting
preference common stock for $10 million. Both Mr. Martin and Mr. Mounger could
potentially receive contingent payments for the shares of Tritel voting
preference common stock they own immediately prior to the merger under certain
circumstances. In the event that either Thomas Sullivan or Gerald Vento or
both engage in a transaction in which voting preference stock representing in
excess of 50% of the voting power of holding company capital stock entitled to
vote generally in the election of directors is directly or indirectly sold,
transferred, assigned, exchanged or converted, Mr. Mounger will be entitled to
receive from Tritel either (1) if prior to the exercise of Mr. Mounger's put
right, an amount equal to the sum of (A) $10 million and (B) 50% of the sum of
(i) the amount by which the consideration received by Thomas Sullivan in the
control transfer transaction exceeds $10 million (consideration received for
shares of holding company capital stock other than voting preference stock is
not attributed to the control transfer transaction) and (ii) the amount by
which the consideration received by Gerald Vento in the control transfer
transaction exceeds $10 million (consideration received for shares of holding
company capital stock other than voting preference stock is not attributed to
the control transfer transaction) or (2) if after the exercise of Mr.
Mounger's put right, an amount equal to 50% of the sum of the amounts in (i)
and (ii) above, as reduced to reflect interest calculated from the date of the
exercise of the put right on $10 million received by Mr. Mounger. In addition,
upon such a control transfer transaction, Mr. Martin will be entitled to
receive an amount equal to 50% of the sum of the amounts in (i) and (ii)
above, as reduced to reflect interest calculated from the closing date of the
merger on $10 million received by Mr. Martin.

Concurrently with the execution of the merger agreement, TeleCorp, Tritel,
and a number of major stockholders of each of TeleCorp and Tritel entered into
an agreement whereby (1) our stockholders with greater than 50% of the voting
power of TeleCorp have agreed to vote the number of shares of our class A
voting common stock and voting preference common stock beneficially owned by
them at

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<PAGE>

the time of the TeleCorp special meeting in favor of the pending merger and
(2) Tritel stockholders with greater than 50% of the voting power of Tritel
have agreed to vote the number of shares of common stock of Tritel
beneficially owned by them at the time of the Tritel special meeting in favor
of the pending merger. In addition, the pending merger has been unanimously
approved by our and Tritel's board of directors, with three of our directors
abstaining and both the TeleCorp board and the Tritel board have agreed to
recommend that their respective stockholders adopt, and approve the
transactions contemplated by, the merger agreement.

Conditions to the Completion of the Merger.

The obligations of Tritel and us to complete the merger is subject to the
satisfaction or waiver of specified conditions, including those listed below:

. the merger agreement must be adopted by both our and Tritel's
stockholders;

. no law, injunction or order preventing the completion of the merger may
be in effect;

. the final approval of the Federal Communications Commission;

. the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act must expire or be terminated;

. we and Tritel must obtain other regulatory approvals from domestic
governmental entities;

. the shares of the holding company's class A voting common stock to be
issued in the merger must have been approved for listing on the Nasdaq
National Market;

. we and Tritel must have complied with their respective covenants in the
merger agreement;

. Tritel's and our respective representations and warranties in the merger
agreement must be true and correct; and

. we and Tritel must each receive an opinion of tax counsel to the effect
that the merger will qualify as a tax-free exchange or reorganization.

Termination of the Merger Agreement.

We and Tritel can jointly agree to terminate the merger agreement at any
time. Either company may also terminate the merger agreement if:

. the merger is not completed on or before December 31, 2000 or, if
certain regulatory approvals are pending, March 31, 2001, so long as the
failure to complete the merger is not the result of the willful failure
by that company to fulfill any of its material obligations under the
merger agreement;

. government actions do not permit the completion of the merger;

. either company's stockholders do not vote to adopt the merger agreement
at a duly held meeting of either company's stockholders; or

. the other company breaches its representations, warranties or covenants
in the merger agreement in a material way.

Our Interim Operations

Pending the completion of the merger, we have agreed to carry on our
respective businesses in the ordinary course and we are bound by covenants set
forth in the merger agreement that restrict us from taking a variety of actions.
For example, without the prior written consent of Tritel, we have agreed to
specific restrictions relating to the following:

. the amendment of our certificate of incorporation or by-laws;

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<PAGE>

. the merger or consolidation with other entities;

. the issuance or sale of capital stock, any voting debt or other equity
interests;

. the disposition of assets;

. the alteration of share capital, including, among other things, stock
splits, combinations or reclassifications;

. the declaration or payment of dividends;

. the repurchase or redemption of capital stock;

. compensation of directors, executive officers and key employees;

. employment or severance agreements;

. the acquisition of assets or other entities;

. the incurrence, assumption or guarantee of loans or advances;

. the incurrence of capital expenditures;

. the incurrence of purchase commitments;

. accounting policies and procedures;

. the incurrence of debt;

. the disposition of intellectual property;

. actions that would result in a material violation, default or waiver of
rights under any material agreements;

. actions or failure to take actions that would result in any of the
representations and warranties becoming untrue in any material respect,
or any of the conditions to the mergers not being satisfied;

. the taking of actions that would prevent or impede the mergers from
qualifying as an exchange under Section 351 of the Internal Revenue Code
or the qualification of either merger as a reorganization under Section
368 of the Internal Revenue Code; or

. the entering into or amending of any agreements, commitments or
arrangements with respect to any conduct of business prohibited during
the period before completion of the mergers.

-105-
<PAGE>

Concurrent Transactions

AT&T Wireless Services Contribution.

In connection with the pending merger, and as part of an overall plan with
the merger, simultaneously with the closing of the merger, AT&T Wireless
Services is expected to contribute to holding company rights, pursuant to
separate asset purchase and merger agreements, to designate a qualified
assignee for wireless licenses in Milwaukee and Madison, Wisconsin and Des
Moines and Davenport, Iowa.

In connection with the contribution, the merger agreement provides for the
following transactions to occur:

. AT&T Wireless Services agreed to assign to holding company or us its
right to enter into, and all its rights, title and interest in, an asset
purchase agreement with Airadigm Communications, Inc. Pursuant to this
agreement, on June 2, 2000, we entered into the asset purchase agreement
to purchase from Airadigm certain of its assets, including licenses
representing approximately 3.1 million people in Wisconsin and Iowa, for
approximately $74 million in cash and the assumption or payment in full
of approximately $74.6 million in debt. This agreement is subject to
approval in connection with the bankruptcy proceedings of Airadigm;

. AT&T Wireless Services has agreed to assign to holding company or us all
of its rights, title and interest in a merger agreement with Indus, Inc.
including the assumption of approximately $54 million of Federal
Communications Commission debt, $48.3 million of other liabilities and a
$34.7 million cash payment (of which up to $4 million can be satisfied
in holding company class A voting common stock at Indus's option). Indus
licenses represent a population of approximately 1.9 million in
Milwaukee, Wisconsin;

. the Existing Network Membership License Agreement, as defined in the merger
agreement, between AT&T and holding company or us will be amended by the
License Extension Agreement to extend the initial five-year brand sharing
for an additional two years until July 17, 2005 and extend our rights to
all people covered by holding company licenses;

. AT&T Wireless Services will contribute approximately $20 million in cash
to holding company; and

. in consideration for AT&T Wireless Services' contribution of licenses,
assignment of rights and contribution of cash, AT&T Wireless Services
will receive 9,272,740 shares of holding company class A voting common
stock.

Conditions to the Completion of the Contribution.

The obligations of Tritel and us to complete the contribution is subject to
the satisfaction or waiver of specified conditions, including those listed
below:

. the merger agreement must be adopted by both our and Tritel's
stockholders;

. no law, injunction or order preventing the completion of the
contribution may be in effect;

. the completion of the merger of the first merger subsidiary into us and
the merger of the second merger subsidiary into Tritel;

. the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act must expire or be terminated;

. we and Tritel must obtain other regulatory approvals from domestic
governmental entities;

. we and Tritel must have complied with our respective covenants in the
merger agreement;

. the simultaneous issuance of 9,272,740 shares of the holding company's
class A voting common stock to AT&T Wireless Services;

. Tritel's and our respective representations and warranties in the merger
agreement must be true and correct; and

. the exchange transaction must have been completed.

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<PAGE>

The completion of the contribution requires the completion of the merger,
however the failure of the contribution to occur will not prevent the
completion of the merger.

AT&T Wireless Exchange.

At the same time we entered into the merger agreement, we entered into a
separate exchange agreement with AT&T Wireless to exchange certain wireless
assets to extend our respective service areas.

In connection with the exchange, the exchange agreement provides for the
following transactions:

We will sell the 20 MHz PCS licenses in the New England territory,
including some suburbs of Boston, Hyannis and Worcester, Massachusetts and
Manchester, Nashua and Concord, New Hampshire, representing a population of
1.9 million people and certain property and equipment to AT&T Wireless in
exchange for the following assets and rights of AT&T Wireless:

. ABC Wireless has obtained the right to purchase the licenses of Polycell
Communications, Inc. and Clinton Communications, Inc., which is a wholly
owned subsidiary of Polycell, pursuant to the amended and restated
acquisition agreement among Polycell, Clinton Communications and ABC
Wireless and has assigned its rights to transfer the right to hold two of
such licenses and all of its other rights related to such licenses under
the acquisition agreement to AT&T Wireless. AT&T Wireless has agreed to
assign to us the right to hold the licenses and all of its other rights
related to such licenses under the acquisition agreement. We will acquire
from Polycell and Clinton Communications licenses covering approximately
0.3 million people in Iowa;

. AT&T Wireless has obtained the right to assign the right to hold certain
licenses of ABC Wireless and to assign all of its other rights and
obligations under its acquisition agreement with ABC Wireless. We will
acquire from AT&T Wireless licenses representing a population of
approximately 1.5 million people in Iowa, including Des Moines,
Davenport, Dubuque and Iowa City;

. AT&T Wireless has agreed to transfer to us its 10 MHz licenses in
Wisconsin held by AT&T Wireless or its affiliates. We will acquire from
AT&T Wireless licenses representing a population of approximately 1.95
people million in Wisconsin, including Madison, Appleton-Oshkosh and
Greenbay;

. AT&T Wireless has agreed to transfer to us its 10 MHz licenses in Iowa
held by AT&T Wireless or its affiliates. We will acquire from AT&T
Wireless licenses representing approximately 385,400 people in Iowa; and

. AT&T Wireless will pay us $80 million in cash, less the cash
consideration of approximately $12 million paid in connection with the
Polycell, Clinton Communications and ABC Wireless licenses, for certain of
the assets associated with our New England territory. As of February 29,
2000, ABC has paid out of funds loaned to ABC by AT&T Wireless $3,384,350
in cash to Polycell of which $950,650 will be reimbursed to ABC Wireless by
AT&T Wireless upon the closing of the merger. Upon the closing of the
merger, Polycell and Clinton Communications will receive an aggregate
additional $3,384,350. Upon closing of the merger, AT&T Wireless will pay
$6,867,750 in cash to ABC Wireless.

Replacement Assets. In the event that AT&T Wireless is unable to deliver
any of the licenses of Polycell, Clinton Communications or ABC Wireless within
35 days after we, or any of our affiliates are treated as transferring any of
our assets under certain tax regulations, then, within 45 days after the date
of transfer, AT&T Wireless will deliver to an intermediary (a corporation who
will hold the assets, cash and stock consideration, if any, pending the
completion of the exchange transaction in order to

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qualify the exchange transaction as a tax-free exchange under Section 1031 of
the Internal Revenue Code) one of the following (chosen at AT&T Wireless'
option):

. cash in an amount equal to (1) $133 times the number of people covered
by the licenses of Polycell, Clinton Communications or ABC Wireless, as
the case may be, less (2) the amount of the cash consideration that was
required to be paid under the acquisition agreements;

. our class A voting common stock having a value equal to the cash payable
as described above, valued based on the average of the closing prices of
our class A voting common stock for the ten trading days immediately
preceding the closing date of the exchange transactions; or

. executed assignments satisfactory to us for replacement assets
consisting of PCS licenses held by AT&T Wireless or its affiliates in
markets of equivalent size and density to markets covered by the
licenses of Polycell, Clinton Communications and ABC Wireless and
reasonably acceptable to us covering at least an equivalent number of
people in licensed areas, which shall be exchanged as a like-kind
exchange. If AT&T Wireless chooses to deliver the replacement assets
described in this paragraph, then:

. we will deliver to the intermediary, who will deliver to AT&T
Wireless, our class A voting common stock, valued based on the
average of the closing prices of our class A voting common stock for
the ten trading days immediately preceding the closing date of the
exchange transactions, equal to the amount of the cash consideration
that was required to be paid under the acquisition agreement(s)
governing the undistributed licenses;

. if the number of people in licensed areas included in the
replacement assets exceeds the number of people covered by the
licenses of Polycell, Clinton Communications or ABC Wireless, we
will deliver to the intermediary, who will deliver to AT&T Wireless,
an additional amount of our class A voting common stock, valued as
described above, equal to $133 times the number of the excess
people; and

. the replacement assets will be considered as "replacement assets"
within the meaning of Section 1031 of the Internal Revenue Code.

The intermediary will transfer the replacement assets and any cash
consideration to our appropriate affiliate and any cash consideration to AT&T
Wireless at the closing of the exchange transactions.

Termination. In the event that we are unable to deliver any of our licenses
or if the exchange agreement terminates prior to delivery of our licenses, and
prior to termination, any of our affiliates has acquired any of the Polycell
and ABC Wireless assets pursuant to the exchange agreement, then promptly upon
termination of the exchange agreement, we will, as directed by AT&T Wireless,
either:

. sell the licenses of Polycell, Clinton Communications or ABC Wireless to
an entity designated by AT&T Wireless for a purchase price and otherwise
on the same terms and conditions as our acquisition of the Polycell
assets or the ABC Wireless assets; or

. issue to AT&T Wireless our class A voting common stock having a value
equal to (1) $133 times the number of people covered by the licenses of
Polycell, Clinton Communications or ABC Wireless, as the case may be,
less (2) the amount of the cash consideration that was required to be
paid pursuant to the Polycell acquisition agreement or the ABC Wireless
acquisition agreement, as the case may be. Our class A voting common
stock is to be valued based on the average of the closing prices of the
stock for the ten trading days immediately preceding the date of closing
of the exchange transactions.

We and AT&T Wireless have agreed to enter into a transition agreement
requiring us to provide operational and administrative services for AT&T
Wireless with respect to our licenses for a certain period of time.

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Conditions to the Completion of the Exchange Transaction.

The obligations of the parties to the exchange agreement to complete the
exchange is subject to the satisfaction or waiver of specified conditions,
including those listed below:

. no law, injunction or order preventing the completion of the exchange
may be in effect;

. consent of the Federal Communications Commission;

. the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act must expire or be terminated;

. all of the parties must obtain other regulatory approvals from domestic
governmental entities;

. we and AT&T Wireless must have complied with their respective covenants
in the exchange agreement;

. AT&T Wireless' and our respective representations and warranties in the
exchange agreement must be true and correct;

. we must receive the consent of our lenders required under the Credit
Agreement dated July 17, 1998; and

. we have acquired the assets of Indus.

Side Letters With AT&T Wireless and AT&T Wireless Services.

At the same time we entered into the merger agreement and the exchange
agreement, we entered into the following two side letters with AT&T Wireless
or AT&T Wireless Services, as described below:

Replacement Assets Side Letter. In connection with the contribution, we and
AT&T Wireless Services have agreed that if AT&T Wireless Services does not
have the ability to deliver the assets of Indus or the replacement assets to
holding company, then we, instead of terminating the contribution, will have
the option to elect to have AT&T Wireless Services' 10 MHz license for the
Milwaukee BTA constitute the replacement assets.

Side Letter to Merger and Exchange Agreements. Pursuant to a side letter,
we, AT&T Wireless Services and AT&T Wireless have agreed to the following:

Additional Markets. Upon the effective time of the exchange
transactions, we, AT&T Wireless Services and AT&T Wireless have agreed to
the following:

Des Moines-Quad Cities MTA. If we, or an affiliate tries to acquire
any PCS license in the Des Moines, Iowa territory within two years of
the closing of the exchange transactions, the area encompassed by the
additional license, which covers 0.6 million people, will be included
in the licensed territory under the network membership license
agreement and will be subject to the roaming agreement, except that
AT&T Wireless, AT&T Wireless Services and their affiliates will not be
obligated under the stockholders' agreement to program subscriber
equipment so that the PCS system which we operate in the additional
Iowa territory is the preferred provider for the subscribers of AT&T
Wireless, AT&T Wireless Services and their affiliates.

Airadigm. If any PCS license originally granted to Airadigm or an
affiliate is auctioned by the Federal Communications Commission, AT&T
Wireless, AT&T Wireless Services or an affiliate has agreed to enter
into an agreement with a qualified entity chosen by AT&T Wireless and
AT&T Wireless Services pursuant to which (1) AT&T Wireless and AT&T

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Wireless Services will fund one-third of the purchase price, up to a
specified limit, of any auctioned license for which the qualified
entity is the successful bidder, and we have agreed to fund the
remaining two-thirds, and (2) the qualified entity will, subject to
applicable Federal Communications Commission requirements, promptly
disaggregate each auctioned license, so that 10 MHz of each auctioned
license will be retained by the qualified entity and 20 MHz of each
auctioned license will be transferred to us. We, along with AT&T
Wireless and AT&T Wireless Services have agreed to cooperate in
obtaining any regulatory approvals required.

Right of First Refusal. We, along with AT&T Wireless Services and AT&T
Wireless have agreed that AT&T Wireless and AT&T Wireless Services will have a
right of first refusal to purchase the ROFR assets, which refer collectively
to: (1) the assets of AT&T under the exchange agreement; (2) all of the assets
to be transferred under the terms of the Airadigm purchase agreement; and (3)
all of the assets currently held by Indus, under the following circumstances:

Asset Sale. If we agree to sell, assign, transfer or otherwise dispose
of any or all of the ROFR assets to any person other than one of our
subsidiaries, AT&T Wireless or AT&T Wireless Services have the right to
purchase the ROFR assets at a price per person in a licensed coverage area
equal to the price per person in a licensed coverage area agreed to be paid
by the purchaser, subject to approval by the Federal Communications
Commission or other governmental entities; or

Transfer of Control. If we agree to a consolidation, merger or
reorganization of our company with or into any person in which our
stockholders will own less than 60% of the voting securities of the
surviving entity, or any transaction in which over 40% of our voting power
is transferred, or the sale, transfer or lease of all or substantially all
of our assets, then AT&T Wireless and AT&T Wireless Services have the right
to purchase the ROFR assets at a price per person in a licensed coverage
area equal to the price per person in a licensed coverage area being paid
for us as a whole in connection with the transfer of control.

If a transfer of control occurs within 18 months after the closing of the
merger agreement and either (1) the markets covered by the ROFR assets do not
have at least negative 95 dB signal strength coverage over 50% of the people
in these markets or (2) the number of active customers we have in these
markets is less than one percent of the people within the territory of the
ROFR assets, then the price per person in a licensed coverage area will be
reduced, however, the aggregate purchase price to be paid by AT&T Wireless and
AT&T Wireless Services will be equal to at least $175 per person in a licensed
coverage area plus the amount of any capital contributed and operating
expenses paid by us with respect to the ROFR Assets.

Transfers to Third Parties. If AT&T Wireless and AT&T Wireless Services do
not elect to purchase all of the assets being offered, then we may sell all or
any part of the assets being offered to one or more third party transferees at
an aggregate purchase price in an amount that equals or exceeds the purchase
price being offered by the purchaser. If there is a transfer of control, AT&T
Wireless and AT&T Wireless Services do not elect to purchase all of the ROFR
assets we own, or if AT&T Wireless and AT&T Wireless Services fail to respond
in writing to the control notice in a timely manner, then we will be free to
complete the transfer of control in connection with the required notice
without regard to the right of first refusal unless the price per person in a
licensed coverage area being paid for us is reduced by more than 5% from the
price per person in a licensed coverage area contained in the necessary
control notice.

Termination. If any agreement giving rise to a transfer of control is
terminated without a transfer of control taking place, AT&T Wireless and AT&T
Wireless Services shall have no rights to acquire the assets being offered or
the ROFR assets unless a new sale of assets or transfer of control is
proposed.

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Amendment of Certain Agreements.

Upon the completion of the transactions contemplated by the exchange
agreement, the network membership license agreement, the stockholders
agreement, the intercarrier roamer services agreement and the roaming
administration agreement will be amended to require:

. the expansion of the territories under these agreements to include the
territories covered by licenses transferred to holding company, us or an
affiliate pursuant to the exchange agreement; and

. the contraction of the territories under these agreements to exclude the
territories covered by licenses transferred by holding company, us or an
affiliate pursuant to the exchange agreement.

Upon the completion of the contribution pursuant to the merger agreement,
the network membership license agreement, the stockholders agreement, the
intercarrier roamer services agreement and the roaming administration
agreement will be amended as necessary to expand the territories to which the
agreements apply to include the territories covered by the licenses
transferred to holding company, us or an affiliate pursuant to the
contribution transactions.

New Areas Minimum Buildout Plan. We have agreed that holding company should
be obligated to buildout new areas covered by leases transferred to us in the
exchange or contribution transactions in accordance with a minimum buildout
plan to be agreed upon by the holding company (or us before the merger), AT&T
Wireless and AT&T Wireless Services. The minimum buildout plan will provide
that within five years, specifying the year by year targets, the new areas
will be built out to a level of 80% of the people in the Milwaukee BTA and 75%
elsewhere, plus appropriate coverage of highways and interstates. Licensed
areas are deemed built out if they have coverage of negative 95 dB signal
strength.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facilities

On July 17, 1998, we entered into senior credit facilities for $525.0
million with a group of lenders, including The Chase Manhattan Bank, as
administrative agent and issuing bank, TD Securities (USA) Inc., as
syndication agent, and Bankers Trust Company, as documentation agent. We have
entered into amendments to the senior credit facilities under which the amount
of credit available to us was increased to $560.0 million. The senior credit
facilities provide for (1) $150.0 million of senior secured term loans, which
are referred to as the "Tranche A Term Loans", which mature in January 2007,
(2) $225.0 million of senior secured term loans, which are referred to as the
"Tranche B Term Loans", which mature in January 2008, (3) a $150.0 million
senior secured revolving credit facility, which matures in January 2007 and
(4) $35.0 million of senior secured term loans in the form of an expansion
facility, which will mature in May 2009. The senior credit facilities also
provide for an uncommitted $40.0 million senior term loan (the Expansion
Facility).

The Tranche A Term Loans must be repaid, beginning on October 17, 2002 in
18 consecutive quarterly installments (the amount of each of the first six
installments, $3.75 million, each of the next four installments, $9.4 million,
and each of the last eight installments, $11.25 million). The Tranche B Term
Loans are required to be repaid, beginning on October 17, 2002, in 22
consecutive quarterly installments (the amount of each of the first 18
installments, $0.6 million, and each of the last four installments, $54.0
million). The commitment to make loans under the revolving credit facility
automatically and permanently is reduced, beginning on April 17, 2005, by
virtue of eight consecutive quarterly reductions (the amount of each of the
first four reductions, $12.5 million, and each of the last four reductions,
$25.0 million).

Interest on all of the loans, including the revolving credit facility,
accrues, at our option, either at (1)(A) LIBOR multiplied by a fraction, the
numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board of Governors of the Federal Reserve System to
which the administrative agent is subject for eurocurrency funding, plus (B)
the Applicable Margin (as defined below) (each loan bearing such rate of
interest, a "Eurodollar Loan") or (2)(A) the higher of (x) the administrative
agent's prime rate and (y) the Federal Funds Effective Rate (as defined in the
senior credit agreement) plus 0.50%, plus (B) the Applicable Margin (each loan
bearing such rate of interest, an "ABR Loan"). Interest on any overdue amounts
will accrue at a rate per annum equal to 2.00% plus the rate otherwise
applicable to such amounts. The "Applicable Margin" means, with respect to the
Tranche A Term Loans and the revolving credit loans, a rate between 1.25% and
2.75% per annum (depending on our leverage ratio), in the case of a Eurodollar
Loan, and a rate between 0.25% and 1.75% per annum (depending on our leverage
ratio), in the case of an ABR Loan, and, with respect to the Tranche B Term
Loans, 3.25% per annum, in the case of a Eurodollar Loan, and 2.25% per annum,
in the case of an ABR Loan.

The senior credit facilities require us to pay an annual commitment fee
between 0.50% and 1.25% (depending on the percentage drawn) of the unused
portion of the commitments of the lenders to make loans under the revolving
credit facility. The Tranche A Term Loans and Tranche B Term Loans are payable
quarterly in arrears, and a separate agent's fee is payable to the
administrative agent. The senior credit facilities also require us to purchase
an interest rate hedging contract covering an amount equal to at least 50% of
the total amount of our outstanding indebtedness (other than indebtedness
which earns interest at a fixed rate).

The Tranche A Term Loans automatically will be reduced to the extent the
undrawn portion thereof exceeds $50.0 million on July 17, 2000 by the amount
of such excess. The Tranche A and Tranche B Term Loans will be prepaid, and
commitments under the Revolving Credit Facility will be reduced, in an
aggregate amount equal to (1) 50% of the excess cash flow of each fiscal year
commencing with

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the fiscal year ending December 31, 2001, (2) 100% of the net proceeds of
asset sales outside of the ordinary course of business, in excess of a $1.0
million annual threshold, or unused insurance proceeds, (3) 100% of the net
cash proceeds of issuances of debt obligations (other than debt obligations
permitted by the Senior Credit Agreement, including the issuance of the notes
and the new senior subordinated notes) and (4) 50% of the net cash proceeds of
certain issuances of equity securities; provided that the prepayments and
reductions set forth under clauses (3) and (4) will not be required if, after
giving effect to such issuance, (A) our leverage ratio would be less than 5.0 to
1.0 and (B) in the case of clause (4), we would be in pro forma compliance with
each covenant contained in the Senior Credit Agreement.

The expansion facility may be established by us so long as, both before and
after giving effect to the expansion facility, no default exists under the
senior credit agreement and we are in pro forma compliance with each of the
financial covenants contained in the senior credit agreement. No lender is
required to participate in the expansion facility. All our obligations under
the senior credit facilities are unconditionally guaranteed by each of our
existing and subsequently acquired or organized domestic subsidiaries. All of
the loans, including the revolving credit facility and the subsidiary
guarantees, and any related hedging contracts provided by the lenders under
the senior credit facilities are secured by substantially all of our assets
and each of our existing and subsequently acquired or organized domestic
subsidiaries, including a first priority pledge of all of the capital stock
held by us or any of our subsidiaries; provided that the pledge of shares of
foreign subsidiaries will be limited to 65% of the outstanding shares of such
foreign subsidiaries. Under the senior credit facilities, no action may be
taken against the licenses contributed to us unless and until the requisite
approval is obtained from the Federal Communications Commission. We have
organized special purpose subsidiaries to hold our licenses, our real property
and our equipment. Each such single purpose subsidiary is prohibited from
incurring any liabilities or obligations other than the subsidiary guarantee
issued by it, obligations under the security agreement entered into by it in
connection with the senior credit facilities, obligations resulting from
regulatory requirements, taxes and liabilities incurred in the ordinary course
of its business incident to its business or necessary to maintain its
existence.

The senior credit agreement contains covenants customary for facilities
similar to the senior credit facilities, including covenants that restrict,
among other things, the incurrence of indebtedness and the issuance of certain
equity securities, the creation of liens, sale and lease-back transactions,
mergers, consolidations and liquidations, certain investments, loans,
guarantees, advances and acquisitions, sales of assets, hedging agreements,
certain payments, including the payment of dividends or distributions in
respect of capital stock and prepayments of the loans, certain transactions
with affiliates, the entering into of certain restrictive agreements and the
amendment of certain material agreements. The senior credit agreement requires
us to maintain certain ratios, including a senior debt to capital ratio, a
senior debt to EBITDA ratio, a total debt to EBITDA ratio, an interest
coverage ratio and a fixed charges ratio, and to satisfy certain tests,
including tests relating to the minimum population covered by our network, the
minimum number of subscribers to our services, the minimum aggregate service
revenue per subscriber and limits on capital expenditures. In particular, we
may not permit the ratio of (1) senior debt to (2) the sum, as of the date of
determination, of (A) all indebtedness for borrowed money of us and our
subsidiaries which by its terms matures more than one year after the date of
calculation and any indebtedness maturing within one year from such date which
is renewable or extendable at our or our subsidiaries' option to a date more
than one year from such date, including loans under the revolving credit
facility, outstanding as of such date, (B) certain equity contributions, plus
(C) the commitments of the cash equity investors to purchase shares of our
capital stock pursuant to the securities purchase agreement (such sum, the
"Total Capital") to exceed 0.5 to 1.0. However, if (1) all commitments of the
cash equity investors to purchase shares of our capital stock pursuant to the
securities purchase agreement have been satisfied in full in cash and (2) the
aggregate number of residents within the areas covered by our licenses (as
determined by the Donnelley Marketing Service Guide published in 1995) for
which facilities owned by us or our subsidiaries have achieved substantial
completion exceeds 60% of such residents, the ratio of senior debt to Total
Capital may exceed 0.50 to

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1.00 but may not exceed 0.55 to 1.00. The senior credit agreement also
contains customary representations, warranties, indemnities, conditions
precedent to borrowing and events of default.

Borrowings under the senior credit facilities are available to finance
capital expenditures related to the construction of our network, the
acquisition of related businesses, working capital needs and subscriber
acquisition costs. As of March 31, 2000, $225.0 million had been drawn under
the senior credit facilities and was then accruing interest at an annual rate
of 9.12%.

Existing Vendor Financing

In May 1998, we entered into a vendor procurement contract with Lucent,
pursuant to which we agreed to purchase up to $285 million of radio, call
connection, switching and related equipment and services for the development
of our wireless communications network. At March 31, 2000, we had satisfied
our purchase requirements under this contract through our purchase of
approximately $294.5 million of equipment and services from Lucent. In
connection with the procurement contract, Lucent agreed to provide us with
$80.0 million of junior subordinated vendor financing.

On May 11, 1998, we entered into a note purchase agreement with Lucent for
the $80.0 million of junior subordinated vendor financing. This $80.0 million
consisted of $40.0 million aggregate principal amount of increasing rate
Lucent series A notes and $40.0 million aggregate principal amount of
increasing rate Lucent series B notes. We borrowed $40.0 million under the
series B note facility and repaid this amount and accrued interest thereon in
April 1999 from the proceeds of our sale of senior subordinated discount
notes. This amount cannot be reborrowed. As of March 31, 2000, we had
outstanding approximately $44.4 million of our Lucent series A notes,
including $4.4 million of accrued interest and accruing interest at a rate per
annum of 8.5%. The amount outstanding under these series A notes and any
future series A note borrowings is subject to mandatory prepayment in an
amount equal to 50% of the excess over $198.0 million in net proceeds we
receive from an equity offering other than the issuance of capital stock used
to acquire related business assets.

In October 1999, we entered into an amended and restated note purchase
agreement with Lucent which will replace the May 11, 1998 note purchase
agreement under which Lucent has agreed to purchase up to $12.5 million of new
series A notes and up to $12.5 million of new series B notes under a vendor
expansion facility in connection with our prior acquisition of licenses in the
San Juan, Puerto Rico; Evansville, Indiana; Paducah, Kentucky and Alexandria
and Lake Charles, Louisiana markets. The obligation of Lucent to purchase
notes under this vendor expansion facility is subject to a number of
conditions, including that we commit to purchase one wireless call connection
equipment site and 50 network equipment sites for each additional market from
Lucent.

In addition, pursuant to the amended and restated note purchase agreement,
Lucent has agreed to make available up to an additional $50.0 million of new
vendor financing not to exceed an amount equal to 30% of the value of
equipment, software and services provided by Lucent in connection with any
additional markets we acquire. This $50.0 million of availability is subject
to a reduction up to $20 million on a dollar for dollar basis of any
additional amounts Lucent otherwise lends to us for such purposes under our
senior credit facilities, exclusive of amounts Lucent lent to us under its
existing commitments under our senior credit facilities. Any notes purchased
under this facility would be divided equally between Lucent series A and
series B notes.

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The series A notes accrue interest at a rate of 8.5% per annum through
December 31, 2000. If the series A notes are not redeemed in full on or prior
to January 1, 2001, the rate will increase by 1.5% per annum on each January 1
thereafter, beginning January 1, 2001, provided that the maximum interest rate
will not exceed 12.125%.

The series B notes accrued interest at a rate of 10% per annum through
December 31, 1999. The rate on any series B notes will increase by 1.5% per
annum on each January 1 thereafter beginning on January 1, 2000, provided that
the maximum interest rate will not exceed 12.125%.

Interest payable on the Lucent series A notes and the Lucent series B notes
on or prior to May 11, 2004 will be payable semi-annually in additional series
A and series B notes. Thereafter, interest will be paid in arrears in cash on
each six month and yearly anniversary of the series A and series B closing
date or, if cash interest payments are prohibited under the senior credit
facilities or a qualifying high yield debt offering, in additional series A
and series B notes.

Upon a change of control as defined by the amended and restated note
purchase agreement, the series A and series B notes must be repaid at their
principal amount plus a premium. The series A and series B notes may not be
prepaid, however, if prohibited by the amended and restated terms of the
senior credit facilities, the indenture or other indebtedness that ranks
senior to the series A and series B notes. In the event a change of control
occurs prior to May 1, 2002, in the case of the series A notes, the notes may
be prepaid in accordance with the optional prepayment provisions.

Under the amended and restated note purchase agreement, Lucent was
prohibited from engaging in any remarketing efforts of the series A or series
B notes (or unused commitments relating thereto) prior to nine months after
the closing of the offering of the notes which was April 23, 1999. If Lucent has
not completed certain sales in respect of the series A or series B notes then
outstanding prior to January 1, 2003, we will be required to pay Lucent up to 3%
of the then outstanding principal amount of all series A and series B notes to
defray any actual marketing, distribution and other costs incurred by Lucent in
connection with any such sales remarketing.

Series A and series B notes retained by Lucent or its affiliates may be
prepaid without premium at any time. Series A notes not held by Lucent or its
affiliates may be prepaid without payment of a premium at any time prior to
May 1, 2002.

In the event we are subject to any bankruptcy or related procedures or
there is any default in the payment of our debt (including borrowings under
the senior credit facilities, the notes and the new senior subordinated notes)
that ranks senior in right of payment to the series A and series B notes, the
senior debt shall be paid in full before payments are made on the series A and
series B notes. In the event of a default that does not relate to the non-
payment of principal or interest with respect to any such debt, the holders of
more than $25.0 million principal amount of such debt may declare a payment
blockage period of up to 179 days.

Events of default under the amended and restated note purchase agreement
include, subject to certain cure periods, the failure to pay principal or
interest under such agreement when due, violation of covenants, inaccuracy of
representations and warranties, cross-default for other indebtedness,
bankruptcy, material judgments and termination of the Procurement Contract.

Prospective Vendor Financing

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Government Debt

In connection with our purchase of our F-Block licenses, we issued to the
Federal Communications Commission secured installment payment plan notes in an
aggregate principal amount of $7.9 million, net of a discount of $1.3 million.
These Federal Communications Commission notes are due April 28, 2007, and bear
interest at a rate of 6.25% per annum. In addition, we assumed $4.1 million in
aggregate principal amount of additional secured installment payment plan
notes in connection with the digital PCS acquisition. These digital PCS notes
are due August 21, 2007, and bear interest at a rate of 6.125% per annum. In
connection with the wireless 2000 acquisition, we will assume $7.4 million in
aggregate principal amount of additional secured installment payment plan
notes. These wireless 2000 notes are due September 17, 2006, and bear interest
at a rate of 7.0% per annum. The Federal Communications Commission notes,
wireless 2000 notes and digital PCS notes are each secured by a security
agreement that grants the Federal Communications Commission a first priority
security interest in the license for which the applicable note was issued. In
the event of a default under the Federal Communications Commission notes,
wireless 2000 notes or digital PCS notes, the Federal Communications
Commission may revoke the licenses for which such defaulted notes were issued.
At December 31, 1999, our Federal Communications Commission debt was $20.2
million less a discount of $2.5 million.

New Senior Subordinated Notes

On July 11, 2000 we entered into a purchase agreement for an issuance of
$450.0 million aggregate principal amount of the new senior subordinated notes.
The new senior subordinated notes are senior subordinated unsecured obligations
ranking equivalent in right of payment to all of our and our guarantor
subsidiaries' existing 11 5/8% senior subordinated discount notes and related
guarantees, as well as future senior subordinated indebtedness, subordinate in
right of payment to all of our and our guarantor subsidiaries' existing and
senior debt (including their obligations under the senior credit facilities) and
senior in right of payment to all of our and our guarantor subsidiaries'
subordinated indebtedness. The new senior subordinated notes will be issued
under an indenture dated as of July 14, 2000 between us and Bankers Trust
Company, as Trustee.

The new senior subordinated notes will mature on July 14, 2010. Interest on
the new senior subordinated notes will become payable semi-annually on January
15 and July 15 of each year, commencing January 15, 2001 at an annual rate of 10
5/8%. The new senior subordinated notes are redeemable at our option, in whole
or in part, at any time on or after July 15, 2005, 2006, 2007 and 2008 and
thereafter at 105.313%, 103.542%, 101.771% and 100% of the principal amount
thereof, respectively, in each case, plus accrued and unpaid interest to the
date of redemption. In addition, prior to July 15, 2003, we may redeem up to 35%
of the original aggregate principal amount of the new senior subordinated notes
at a redemption price equal to 110.625% of the principal amount on the
redemption date of the new senior subordinated notes, with the net cash proceeds
of certain public equity offerings, provided that at least 65% of the aggregate
principal amount of the new senior subordinated notes at maturity remains
outstanding immediately after such redemption. Upon the occurrence of a change
of control (as defined in the new senior subordinated notes indenture) prior to
July 15, 2005, we have the option to redeem all of the new senior subordinated
notes at par plus a premium. If we do not do so or if we experience a change of
control after July 15, 2005, we will be required to make an offer to purchase
all of the new senior subordinated notes at a purchase price equal to 101% of
the principal amount on the purchase date, plus accrued and unpaid interest, if
any, to the date of repurchase. We may not have sufficient funds or the
financial resources necessary to satisfy our obligations to repurchase the new
senior subordinated notes upon such change of control.

The new senior subordinated notes indenture contains certain financial
covenants with which we must comply relating to, among other things, the
following matters:

. limitation on our payment of cash dividends, repurchase of capital
stock, payment of principal on subordinated indebtedness and making of
certain investments, until June 30, 2003 and, thereafter, unless after
giving effect to each such payment, repurchase or investment, certain
financial tests are met, excluding certain permitted payments and
investments;

. limitation on our and our subsidiaries' incurrence of additional
indebtedness, unless at the time of such incurrence, our ratio of debt
to annualized operating cash flow would be less than or equal to 7.0 to
1.0, or if debt was incurred prior to April 1, 2005, the total consolidated
debt would be equal to less than 75% of the total invested capital, in
either case subject to certain permitted incurrences of debt;

. limitation on our and our subsidiaries' incurrence of liens;

. limitation on the ability of any subsidiary of ours to layer
indebtedness;

. limitation on certain mergers, consolidations and sales of assets by us
or our subsidiaries;

. limitation on certain transactions with our affiliates;

. limitation on the ability of any subsidiary of ours to guarantee or
otherwise become liable with respect to any of our indebtedness unless
such subsidiary provides for a guarantee of the new senior subordinated
notes on a senior subordinated basis; and

. limitation on our ability or our subsidiaries to engage in any business
not substantially related to a telecommunications business.

The events of default under the new senior subordinated notes indenture
include various events of default customary for such type of agreement,
including, among others, the failure to pay principal and interest when due on
the new senior subordinated notes, cross-defaults on other indebtedness for
borrowed monies in excess of $15 million, certain judgments or orders for
payment of money in excess of $15 million, defaults related to the assets
associated with the Network Membership License Agreement, Intercarrier Roamer
Service Agreement and the Roaming Administration Service Agreement and certain
events of bankruptcy, insolvency and reorganization.

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DESCRIPTION OF THE NOTES

General

In this section, we refer to our subsidiaries separately from us. Capitalized
terms used in this section and not otherwise defined have the meanings described
under "--Definitions."

The notes have been issued under the indenture, dated as of April 23, 1999,
among us, TeleCorp Communications, as our subsidiary guarantor, and Bankers
Trust Company, as trustee, a copy of which is available. The following is a
summary of particular provisions of the indenture. It does not restate the
indenture in its entirety. We urge you to read the indenture because it, and not
this description, defines your rights as holders of exchange notes. Copies of
the proposed form of indenture are available as described below under the
subheading "Additional Information." The terms of the notes include the terms in
the indenture and those terms made a part of the indenture by the Trust
Indenture Act.

Method of Receiving Payments on the Notes

We will pay principal of, premium, if any, and interest on the notes at our
office or agency in the Borough of Manhattan, The City of New York, which
initially shall be the corporate trust office of the trustee, at 4 Albany
Street, New York, New York 10006. At our option, we may make interest payments
by check mailed to the registered holders of the notes at their registered
addresses.

Transfer and Exchange

A noteholder may transfer or exchange notes in accordance with the indenture.
Upon any transfer or exchange, the registrar and the trustee may require a
noteholder to, among other things, furnish appropriate endorsements and transfer
documents, and we may require a noteholder to pay any taxes required by law or
permitted by the indenture. We will not be required to transfer or exchange any
note selected for redemption or to transfer or exchange any note for a period of
15 days prior to a selection of notes to be redeemed. The notes will be issued
in registered form, and the registered holder of a note will be treated as the
owner of that note for all purposes.

No service charge will be made for any registration of transfer or exchange of
notes, but we may require payment of a sum sufficient to cover any transfer tax
or other similar governmental charge payable in connection with such transfer or
exchange.

Terms of the Notes

Principal and Maturity

The notes are our unsecured senior subordinated obligations, limited to $575.0
million aggregate principal amount at maturity. We will issue the notes only in
fully registered form, without interest coupons, in denominations of $1,000 of
principal amount at maturity and integral multiples of $1,000. The notes will
mature on April 15, 2009.

Discount

We issued the notes at a discount. The notes will accrete in value until April
15, 2004, compounded semi-annually. At that time, cash interest on the notes
will accrue and become payable on April 15 and October 15 of each year,
beginning on October 15, 2004. The yield to maturity of the notes is 11 5/8%
computed on a semi-annual bond-equivalent basis calculated from April 23, 1999.

Interest

Cash interest will not accrue or be payable on the notes prior to April 15,
2004. Cash interest will accrue at the rate of 11 5/8% per annum from April 15,
2004, or from the most recent date to which interest has been paid or for

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which interest has been provided. Interest will be payable semiannually on April
15 and October 15 of each year, beginning October 15, 2004. Interest will be
payable to holders of record at the close of business on the April 1 or October
1 immediately preceding the interest payment date. We will pay cash interest on
overdue principal at 1% per annum in excess of 11 5/8%, and we will pay interest
on overdue installments of cash interest at this higher rate to the extent
lawful.

Optional Redemption

Except as described in the next paragraph, the notes will not be redeemable at
our option until April 15, 2004. After April 15, 2004, we may redeem the notes,
in whole or in part, on not less than 30, nor more than 60, days prior notice,
at the following redemption prices, plus accrued and unpaid interest, if any, to
the redemption date, if redeemed during the 12-month period beginning on April
15 of the years described below:

<TABLE>
<CAPTION>
Year Redemption Price
---- ----------------
<S> <C>
2004.................................. 105.813%
2005.................................. 103.875%
2006.................................. 101.938%
2007 and thereafter................... 100.000%
</TABLE>

We express the above redemption prices as percentages of principal amount at
maturity. The prices are subject to the right of holders of record on the
relevant record date to receive interest, if any, due on the relevant interest
payment date.

In addition, at any time and from time to time prior to April 15, 2002, we may
redeem up to a maximum of 35% of the aggregate principal amount at maturity of
the notes with the proceeds of one or more sales of our equity, which equity may
not be converted, exchanged or redeemed until April 16, 2010, at a redemption
price equal to 111 5/8% of the accreted value of the notes on the redemption
date, which value would be the initial offering price plus any amortization;
provided that, after giving effect to any redemption, at least 65% of the
aggregate principal amount at maturity of the notes remains outstanding. In
addition, any redemption shall be made within 60 days of our equity sale upon
not less than 30 nor more than 60 days notice mailed to each holder of notes
being redeemed and otherwise in accordance with the procedures in the indenture.

Selection and Notice

In the case of any partial redemption, selection of the notes for redemption
will be made by the trustee on a pro rata basis, by lot or by another method as
the trustee in its sole discretion shall deem to be fair and appropriate,
although notes in denominations of $1,000 or less will not be redeemed in part.
If any note is to be redeemed in part only, the notice of redemption relating to
the note shall state the portion of the note to be redeemed. A new note equal to
the unredeemed portion of the note will be issued in the name of the holder upon
cancellation of the original note.

Ranking

The Debt evidenced by the notes:

. is unsecured senior subordinated debt;

. is subordinated in right of payment, as described in the indenture, to
all of our existing and future Senior Debt;

. is pari passu in right of payment with all of our existing and future
senior subordinated debt including the new senior subordinated notes;

. is senior in right of payment to all of our existing and future
subordinated debt; and

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. is effectively subordinated to any of our Secured Debt and any Senior
Debt of our subsidiaries to the extent of the value of the assets
securing the Debt.

The notes are guaranteed by TeleCorp Communications, one of our subsidiaries,
and may in the future be guaranteed by some of our subsidiaries that incur Debt.
The Debt evidenced by the subsidiary guarantees:

. is unsecured senior subordinated debt of each of our subsidiary
guarantors;

. is subordinated in right of payment, as described in the indenture, to
all existing and future Senior Debt of each subsidiary guarantor;

. is pari passu in right of payment with all existing and future senior
subordinated debt of each of our subsidiary guarantors including the
guarantees on the new senior secured notes;

. is senior in right of payment to all existing and future subordinated
debt of each of our subsidiary guarantors; and

. is effectively subordinated to any Secured Debt of each of our
subsidiary guarantors and their subsidiaries to the extent of the value
of the assets securing the Debt.

Payment from the money or the proceeds of U.S. government obligations held in
any defeasance trust described under "--Defeasance," however, is not
subordinated to any Senior Debt or subject to the restrictions described within
this offer.

We conduct substantially all of our operations through our subsidiaries.
Claims of creditors of these subsidiaries, including trade creditors, and claims
of preferred stockholders, if any, of the subsidiaries generally will have
priority with respect to the assets and earnings of the subsidiaries over the
claims of our creditors, including holders of the notes. The notes are
effectively subordinated to creditors, including trade creditors, and preferred
stockholders, if any, of our subsidiaries. Although the indenture contains
limitations on the incurrence of Debt by, and the issuance of preferred stock
of, some of our subsidiaries, these limitations are subject to a number of
significant qualifications.

As of March 31, 2000:

. with respect to us:

. our outstanding Senior Debt was approximately $242.6 million,
exclusive of unused commitments under the senior credit agreement,
all of which was Secured Debt;

. our outstanding senior subordinated debt was $575.0 million
principal amount (approximately $364.3 million accreted value); and

. our outstanding debt that was subordinate or junior in right of
payment to the notes was approximately $44.4 million;

. with respect to our subsidiary guarantor:

. the outstanding Senior Debt guaranteed by our subsidiary
guarantor was approximately $225.0 million, consisting entirely of a
guarantee of Debt under our senior credit agreement;

. the outstanding senior subordinated debt guaranteed by our
subsidiary guarantor was approximately $364.3 million (consisting
entirely of a guarantee of the notes);

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. our subsidiary guarantor had no outstanding Debt that would be
subordinate or junior in right of payment to the subsidiary
guarantee; and

. with respect to our subsidiaries that will not guarantee the notes:

. our subsidiaries that will not guarantee the notes had
approximately $17.6 million of Senior Debt, consisting entirely of
debt owed to the FCC, and guaranteed approximately $225.0 million of
Senior Debt under our senior credit agreement.

As of March 31, 2000, after giving effect to the offering of the new senior
subordinated notes, we and our Restricted Subsidiaries, would have been liable
for $1,101.3 million of Debt, including approximately $17.6 million of debt owed
to the FCC by our subsidiaries that will not guarantee the notes.

Although the indenture limits the amount of additional Debt which we may
incur, under some circumstances the amount of this Debt could be substantial
and, in any case, the Debt may be Senior Debt. See "--Important Covenants--
Limitation on Incurrence of Debt."

Only Senior Debt will rank senior to the notes in accordance with the
provisions of the indenture. The notes will in all respects rank pari passu with
all of our other senior subordinated debt, including the new senior subordinated
notes. We have agreed in the indenture that we will not incur, directly or
indirectly, any Debt which is subordinate or junior in ranking in any respect to
Senior Debt unless the Debt is senior subordinated debt or is expressly
subordinated in right of payment to senior subordinated debt. Unsecured Debt is
not deemed to be subordinate or junior to Secured Debt merely because it is
unsecured.

If:

(1) any Designated Senior Debt is not paid when due; or

(2) any other default on the Designated Senior Debt occurs and the maturity of
the Designated Senior Debt is accelerated in accordance with its terms,

we may not pay principal of, or premium or interest on, the notes or make any
deposit under the provisions described under "--Defeasance" and may not
otherwise repurchase, redeem or otherwise retire any notes, other than payments
made with money or U.S. government obligations previously deposited in the
defeasance trust described under "--Defeasance"

unless, in either case:

(x) the default has been cured or waived and any acceleration has been
rescinded; or

(y) the Designated Senior Debt has been paid in full.

We may pay the notes without regard to the above restrictions if the
representative of the holders of the Designated Senior Debt approves the payment
and so notifies us and the trustee in writing. We may not pay the notes during a
default on any Designated Senior Debt that allows the representative of the
holders of the Designated Senior Debt to accelerate maturity:

. immediately without further notice; or

. when applicable grace periods expire.

When the representative of the holders of the Designated Senior Debt sends to
the trustee, and copies to us, a

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notice electing to block our paying the notes because of a default, we may not
pay the notes for a period that begins when the trustee receives the blockage
notice and ends the earlier of:

. 179 days later; and

. when the representative terminates the payment blockage period.

If:

(1) any Designated Senior Debt is not paid when due; or

(2) any other default on the Designated Senior Debt occurs and the
maturity of the Designated Senior Debt is accelerated in accordance with
its teams,

a payment blockage period terminates upon:

. written notice to the trustee and us from the person who gave the
blockage notice;

. repayment in full of the Designated Senior Debt; or

. discontinuance of the default giving rise to the blockage notice.

Unless the holders of the Designated Senior Debt or the representative of the
holders have accelerated the maturity of the Designated Senior Debt, we may
resume payments on the notes after the end of the payment blockage period.

Not more than one blockage notice may be given in any period of 360
consecutive days, irrespective of the number of defaults with respect to
Designated Senior Debt during the period. However, if any blockage notice within
the 360-day period is given by the representative of the holders of Designated
Senior Debt other than indebtedness under our senior credit facilities, the
representative of indebtedness under our senior credit facilities may give
another blockage notice within the period. In no event may the total number of
days during which any payment blockage periods are in effect exceed 179 days in
the aggregate during any period of 360 consecutive days. In addition, no default
that existed or was continuing on the date that any payment blockage period
began shall trigger a subsequent payment blockage period, whether or not within
a period of 360 consecutive days, unless the default had been cured or waived
for more than 90 consecutive days.

Upon any payment or distribution of our assets to creditors upon our
liquidation or our dissolution or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to us or our property:

. the holders of our Senior Debt will be entitled to receive payment in
full in cash of the Senior Debt before noteholders are entitled to
receive any payment of principal of, or interest on, the notes; and

. until the Senior Debt is paid in full, any payment or distribution
will be made first to holders of the Senior Debt as their interests may
appear and second to noteholders, except that noteholders may receive
shares of stock and any debt securities that are subordinated to the
Senior Debt and any securities exchanged for the Senior Debt to at least
the same extent as the notes.

If a distribution is made to noteholders that, due to the subordination
provisions of the indenture, should not have been made to them, the noteholders
will be required to hold the distribution in trust for the holders of our Senior
Debt and pay it over to them as their interests may appear.

If payment of the notes is accelerated because of an event of default, we or
the trustee shall promptly notify the holders of the Designated Senior Debt or
their representative of the acceleration. If any Designated Senior Debt is
outstanding, we may not pay the notes until five business days after the holders
or the representative of the

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Designated Senior Debt receive notice of the acceleration and, then, may pay the
notes only if the subordination provisions of the indenture otherwise permit
payment at that time.

By reason of the subordination provisions in the indenture, in the event of
insolvency, our creditors who are holders of our Senior Debt may recover more,
ratably, than the noteholders. Our creditors who are not holders of our Senior
Debt or of our senior subordinated debt, including the notes, may recover less,
ratably, than holders of our Senior Debt and may recover more, ratably, than the
holders of our subordinated debt.

The subordination provisions in the indenture will not apply to payments made
with money or U.S. government obligations previously deposited in the defeasance
trust described under "--Defeasance."

Subsidiary Guarantees

Our subsidiary guarantor and some of our future subsidiaries guarantee the
performance and full and punctual payment when due of all of our obligations
under the indenture and the notes.

The guarantees are:

. as primary obligors and not merely as sureties;

. joint and several;

. irrevocable and unconditional; and

. on an unsecured senior subordinated basis.

Guaranteed payments are deemed to be due whether:

. at maturity, on April 15, 2009;

. by acceleration; or

. otherwise.

Payments include:

. principal of the notes;

. interest on the notes;

. liquidated damages in respect of the notes;

. expenses;

. indemnification; and

. otherwise.

Our subsidiary guarantors agree to pay, in addition to the amount stated
above, any and all costs and expenses, including reasonable counsel fees and
expenses, that the trustee or the holder of notes incurs in enforcing any rights
under the subsidiary guarantees. Each subsidiary guarantee is limited in amount
to an amount not to exceed the maximum amount that can be guaranteed by the
applicable subsidiary guarantor without rendering the subsidiary guarantee, as
it relates to such subsidiary guarantor, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. We will cause each Restricted

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Subsidiary that incurs Debt to become a subsidiary guarantor; provided that we
will not cause any special purpose subsidiary, as designated in our senior
credit agreement, to become a subsidiary guarantor unless the special purpose
subsidiary incurs Debt other than Debt under our senior credit facilities, or
any Refinancing Debt incurred to refinance the Debt, or debt to the FCC. See
"--Covenants--Future Subsidiary Guarantors."

The obligations of each of our subsidiary guarantors under its subsidiary
guarantee are senior subordinated obligations. As such, the rights of
noteholders to receive payment from our subsidiary guarantor under its
subsidiary guarantee are subordinated in right of payment to the rights of
holders of Senior Debt of the subsidiary guarantor. The terms of the
subordination provisions described under "--Ranking" with respect to our
obligations under the notes apply equally to each of our subsidiary guarantors
and the obligations of the subsidiary guarantor under its subsidiary guarantee.

Each subsidiary guarantee is a continuing guarantee and shall:

. remain in full force and effect until payment in full of all of our
guaranteed obligations;

. be binding upon each of our subsidiary guarantors and its successors;
and

. inure to the benefit of and be enforceable by the trustee, the holders
of the notes and their successors, transferees and assigns.

The indenture provides that upon the merger or consolidation of our subsidiary
guarantors with or into any entity, other than us, any of our subsidiaries or
any of our affiliates, in a transaction in which the subsidiary guarantor is not
the surviving entity of the merger or consolidation, the subsidiary guarantor
shall be released and discharged from its obligations under its subsidiary
guarantee. The indenture also provides that if we or any of our subsidiaries
sell all of the capital stock or other ownership interests of any of our
subsidiary guarantors, including by issuance or otherwise, other than to us, to
any of our subsidiaries or to any of our affiliates, in a transaction
constituting an Asset Sale or which, but for the provisions of clause (3) of the
term, would constitute an Asset Sale, and:

(1) the Net Available Proceeds from the Asset Sale are used in accordance with
the covenant described under "--Important Covenants--Limitation on Asset
Sales;" or

(2) we deliver to the trustee an officers' certificate to the effect that the
Net Available Proceeds from the Asset Sale will be used in accordance with
the covenant described under "--Important Covenants--Limitation on Asset
Sales" within the time limits specified by the covenant,

then the subsidiary guarantor shall be released and discharged from its
obligations under its subsidiary guarantee upon the use, in the case of clause
(1) above or upon the delivery, in the case of clause (2) above. In addition,
any of our subsidiary guarantors that becomes our subsidiary guarantor as a
consequence of its guarantee of some Debt permitted under the indenture and that
is released and discharged from the guarantee will be released and discharged
from its subsidiary guarantee upon delivery of an officers' certificate
certifying the release and discharge from the guarantee to the trustee.

Change of Control

If a change of control occurs, each holder of notes will have the right to
require us to repurchase all or any part of the holder's notes at a purchase
price in cash equal to:

(1) 101% of the accreted value on the purchase date, if the date is on or
before April 15, 2004; or

(2) 101% of the principal amount at maturity, plus accrued and unpaid
interest, if any, to the purchase date, if the date is after April 15,
2004.

Within 30 days following any change of control, we will be required to mail a
notice to each holder of the notes,

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with a copy to the trustee, stating that we are beginning an offer to purchase
all outstanding notes at a purchase price in cash equal to:

(1) 101% of the accreted value of the notes on the purchase date, if the date
is on or before April 15, 2004; or

(2) 101% of the principal amount at maturity, plus accrued and unpaid
interest, if any, to the purchase date, if the date is after April 15,
2004.

We will not be required to make a change of control offer upon a change of
control if a third party makes the change of control offer in the manner, at the
times and otherwise in compliance with the requirements described in the
indenture applicable to a change of control offer made by us and purchases all
notes validly tendered and not withdrawn under such change of control offer.

We will be required to comply, to the extent applicable, with the requirements
of the tender offer provisions of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of the notes under this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, we will be required to
comply with the applicable securities laws and regulations and will not be
deemed to have breached our obligations under this covenant by virtue of our
compliance with such securities laws and regulations.

If, at the time of a change of control, the terms of our senior credit
facilities restrict or prohibit the repurchase of notes under this covenant,
then, prior to the mailing of the notice to holders of the notes as provided in
the immediately following paragraph, but in any event within 30 days following
any change of control, we will be required to:

. repay in full all indebtedness under our senior credit facilities;
or

. obtain the requisite consent under the senior credit agreement to
permit the repurchase of the notes as required by this covenant.

The change of control purchase feature is a result of negotiations between us
and the initial purchasers of the notes. We have no present intention to engage
in a transaction involving a change of control, although it is possible that we
may decide to do so in the future. Subject to the limitations described under
"--Important Covenants," we could, in the future, enter into transactions,
including acquisitions, refinancings or other recapitalizations, that would not
constitute a change of control under the indenture, but that could increase the
amount of Debt outstanding at the time or otherwise affect our capital structure
or credit ratings. Restrictions on our ability to incur additional Debt are
contained in the covenant described under "Important Covenants--Limitation on
Incurrence of Debt." The restrictions may only be waived with the consent of
the holders of a majority in principal amount at maturity of the notes then
outstanding. Except for the limitations contained in the covenants, however,
the indenture does not contain any covenants or provisions that may afford
holders of the notes protection in the event of a highly leveraged transaction.

The occurrence of some of the events that would constitute a change of control
would constitute a default under our senior credit agreement. Our future Senior
Debt may also contain prohibitions of particular events which would constitute a
change of control or require the Senior Debt to be repurchased upon a change of
control. Moreover, the exercise by holders of the notes of their right to
require us to repurchase the notes could cause a default under the Senior Debt,
even if the change of control itself does not, due to the financial effect of
the repurchase on us. Finally, our ability to pay cash to holders of the notes
upon a repurchase may be limited by our then existing financial resources.
There can be no assurance that sufficient funds will be available when necessary
to make any required repurchases. The provisions of the indenture related to
our obligation to make a change of control offer as a result of a change of
control may be waived or modified with the written consent of the holders of a
majority in principal amount at maturity of the notes.

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Important Covenants

The indenture limits our ability, and the ability of our Restricted
Subsidiaries, to:

. incur debt, other than specified allowed debt or if we exceed specified
financial ratios;

. create levels of debt that are senior to the notes but junior to our
senior debt;

. pay debt that is junior to the notes;

. make payments on our equity securities;

. invest in Unrestricted Subsidiaries;

. restrict dividends and other payments from our Restricted Subsidiaries
to us;

. sell assets unless we comply with restrictions on the use of proceeds
from asset sales;

. enter into non-arm's length transactions;

. engage in business outside of the telecommunications industry;

. amend our securities purchaser agreement; and

. designate Unrestricted Subsidiaries.

The indenture requires us, and our Restricted Subsidiaries, to:

. provide our financial information to you; and

. cause any Restricted Subsidiaries that incur debt to guarantee the
notes.

There are conditions and exceptions to many of the above limits, on which we
give detail below.

Our Restricted Subsidiaries are currently:

. TeleCorp Communications, Inc.;

. TeleCorp LLC;

. TeleCorp Holding Corp., Inc.;

. TeleCorp PR, Inc.;

. Puerto Rico Acquisition Corp.;

. TeleCorp Equipment Leasing, L.P.; and

. TeleCorp Realty, LLC.

Limitation on Incurrence of Debt

The indenture provides that we will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, incur any Debt, including
Acquired Debt, except:

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(1) our Debt or the Debt of any of our subsidiary guarantors if, immediately
after giving effect to the incurrence of the Debt and the receipt and
application of the net proceeds therefrom, including the application or
use of the net proceeds therefrom to repay Debt, complete an Asset
Acquisition or make any Restricted Payment, as defined in "Limitation on
Restricted Payments" below:

(a) the ratio of (x) Total Consolidated Debt to (y) Annualized Pro Forma
Consolidated Operating Cash Flow would be less than:

. 7.0 to 1.0, if the Debt is to be incurred prior to April 1,
2005; or

. 6.0 to 1.0 if the Debt is to be incurred on or after April 1,
2005; or

(b) in the case of any incurrence of Debt prior to April 1, 2005 only,
Total Consolidated Debt would be equal to or less than 75% of Total
Invested Capital;

(2) indebtedness under our senior credit facilities in an aggregate principal
amount not to exceed $600 million;

(3) our Debt and the Debt of our Restricted Subsidiaries outstanding from
time to time under any vendor credit arrangement;

(4) Debt owed by us to any Restricted Subsidiary or Debt owed by a Restricted
Subsidiary to us or another Restricted Subsidiary; provided, however,
that, upon either:

(a) the transfer or other disposition by the Restricted Subsidiary or us
of any Debt so permitted under this clause (4) to an entity other
than us or another Restricted Subsidiary; or

(b) the issuance, other than of directors' qualifying shares, sale,
transfer or other disposition of shares of capital stock or other
ownership interests, including by consolidation or merger, of such
Restricted Subsidiary to an entity other than us or another the
Restricted Subsidiary,

the exception provided by this clause (4) shall no longer be applicable
to the Debt and the Debt shall be deemed to have been incurred at the
time of any the issuance, sale, transfer or other disposition, as the
case may be;

(5) our Debt or the Debt of any Restricted Subsidiary under any hedging
agreement to the extent entered into to protect us or the Restricted
Subsidiary from fluctuations in interest rates on any other Debt
permitted under the indenture, currency exchange rates or commodity
prices and not for speculative purposes;

(6) Refinancing Debt incurred to refinance any Debt incurred under the prior
clause (1) or (3) above, the notes or the subsidiary guarantees;

(7) our Debt under the notes and Debt of our subsidiary guarantors under the
subsidiary guarantees, in each case incurred in accordance with the
indenture;

(8) our or any Restricted Subsidiary's capital lease obligations in an
aggregate principal amount not in excess of $25.0 million at any time
outstanding;

(9) debt to the FCC assumed in connection with the acquisitions from Digital
PCS or Wireless 2000;

(10) our Debt or the Debt of any Restricted Subsidiary consisting of a
guarantee of our Debt or the Debt of a Restricted Subsidiary that was
permitted to be incurred by another provision of this covenant;

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(11) our Debt or the Debt of any Restricted Subsidiary in respect of statutory
obligations, performance, surety or appeal bonds or other obligations of
a like nature incurred in the ordinary course of business;

(12) Debt of a Restricted Subsidiary existing at the time we acquired the
Restricted Subsidiary, other than Debt incurred in connection with, or in
contemplation of, the transaction or series of related transactions in
which we acquired the Restricted Subsidiary; provided, however, that on
the date we acquired the Restricted Subsidiary, we would have been able
to incur $1.00 of additional Debt under clause (1) above after giving
effect to the incurrence of the Debt under this clause (12) and the
acquisition of the Restricted Subsidiary and Refinancing Debt incurred by
us or the Restricted Subsidiary in respect of Debt incurred by the
Restricted Subsidiary under this clause (12); and

(13) our Debt not otherwise permitted to be incurred under clauses (1) through
(12) above which, together with any other outstanding Debt incurred under
this clause (13), has an aggregate principal amount not in excess of $75
million at any time outstanding.

Debt of an entity existing at the time the entity becomes a Restricted
Subsidiary or which a Lien on an asset we or a Restricted Subsidiary acquired
secures, whether or not the Debt is assumed by the acquiring person, shall be
deemed incurred at the time the entity becomes a Restricted Subsidiary or at the
time of the asset acquisition, as the case may be.

For purposes of determining compliance with this covenant:

(1) if an item of Debt meets the criteria of more than one of the categories
of Debt permitted under clauses (1) through (13) above, in our sole
discretion, we may classify the item of Debt in any manner that complies
with this covenant and may from time to time reclassify the items of Debt
in any manner that would comply with this covenant at the time of the
reclassification;

(2) Debt permitted by this covenant need not be permitted solely by reference
to one provision permitting the Debt but may be permitted in part by one
provision and in part by one or more other provisions of this covenant
permitting the Debt;

(3) if Debt meets the criteria of more than one of the types of Debt
described in this covenant, in our sole discretion, we may classify the
Debt and only be required to include the amount of the Debt in one of the
thirteen clauses above; and

(4) accrual of interest, including interest paid-in-kind, and the accretion
of accreted value will not be deemed to be an incurrence of Debt for
purposes of this covenant.

Despite any other provision of this covenant:

(1) the maximum amount of Debt that we or any Restricted Subsidiary may incur
under this covenant shall not be deemed to be exceeded solely as a result
of fluctuations in the exchange rates of currencies; and

(2) Debt incurred under our senior credit facilities prior to or on the date
of the indenture shall be treated as incurred under clause (2) of the
first paragraph of this covenant, which limits our indebtedness under our
senior credit facilities to an aggregate principal amount not to exceed
$600 million.

Limitation on Layered Debt

The indenture provides that we will not:

(1) directly or indirectly incur any Debt that by its terms would expressly
rank senior in right of payment to the

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notes and rank subordinate in right of payment to any of our other Debt;
or

(2) cause or permit any of our subsidiary guarantors to, and none of our
subsidiary guarantors will, directly or indirectly, incur any Debt that by
its terms would expressly rank senior in right of payment to the
subsidiary guarantee of the subsidiary guarantor and rank subordinate in
right of payment to any other Debt of the subsidiary guarantor;

provided that no Debt shall be deemed to be subordinated solely by virtue of
being unsecured.

Limitation on Restricted Payments

The indenture provides that we will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, on or prior to December 31,
2002:

(1) declare or pay any dividend, or make any distribution of any kind or
character, whether in cash, property or securities, in respect of any
class of our capital stock, excluding any dividends or distributions
payable solely in shares of our capital stock, which may not be converted,
exchanged or redeemed until April 16, 2010, or in options, warrants or
other rights to acquire our capital stock, which may not be converted,
exchanged or redeemed until April 16, 2010;

(2) purchase, redeem or otherwise acquire or retire for value any shares of
our capital stock, any options, warrants or rights to purchase or acquire
our shares or any securities convertible or exchangeable into our shares,
other than any shares of capital stock or other ownership interests,
options, warrants, rights or securities that we or a Restricted Subsidiary
own;

(3) make any Investment, other than a Permitted Investment, in an entity other
than us or a Restricted Subsidiary; or

(4) redeem, repurchase, retire or otherwise acquire or retire for value, prior
to its scheduled maturity, repayment or any sinking fund payment,
subordinated debt or make any payment of interest or premium on, or
distribution of any kind or character, whether in cash, property or
securities, in respect of, the Lucent series A notes, excluding payments
of interest or distributions payable solely in additional Lucent series A
notes.

Each of the transactions described in clauses (1) through (4) above, other than
any exception to any clause, is a "Restricted Payment."

At any time after December 31, 2002, we will not, and will not cause or permit
any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment
if:

(A) a default shall have occurred and be continuing at the time of or after
giving effect to the Restricted Payment;

(B) immediately after giving effect to the Restricted Payment, we could not
incur at least $1.00 of additional Debt under clause (1) of the covenant
described under "--Limitation on Incurrence of Debt;" and

(C) immediately upon giving effect to the Restricted Payment, the aggregate
amount of all Restricted Payments declared or made on or after April 23,
1999, including any designation amount, exceeds the sum, without
duplication, of:

(1) the amount of:

(x) our Consolidated Cash Flow after December 31, 2002, through the
end of the latest full fiscal quarter for which our consolidated
financial statements are available preceding the date of the

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Restricted Payment, treated as a single accounting period, less

(y) 150% of our cumulative Consolidated Interest Expense after
December 31, 2002, through the end of the latest full fiscal
quarter for which our consolidated financial statements are
available preceding the date of the Restricted Payment, treated as
a single accounting period; plus

(2) the aggregate net cash proceeds, other than Excluded Cash Proceeds,
that we received as a capital contribution in respect of our capital
stock, which capital stock may not be converted, exchanged or redeemed
until April 16, 2010, or from the proceeds of a sale of our capital
stock, which capital stock may not be converted, exchanged or redeemed
until April 16, 2010, made after April 23, 1999, excluding in each
case:

(x) the proceeds from a sale of our capital stock to a Restricted
Subsidiary; and

(y) the proceeds from a sale of our capital stock to an employee stock
ownership plan or other trust that we or any of our subsidiaries
established;

plus

(3) the aggregate net cash proceeds that we or any Restricted Subsidiary
received from the sale, disposition or repayment, other than to us or
a Restricted Subsidiary, of any Investment made after the date of the
indenture and constituting a Restricted Payment in an amount equal to
the lesser of:

(x) the return of capital with respect to the Investment; and

(y) the initial amount of the Investment, in either case, less the
cost of disposition of the Investment;

plus

(4) an amount equal to the consolidated Net Investment on the date of
revocation made by us and/or any Restricted Subsidiary in any of our
subsidiaries that has been designated as an Unrestricted Subsidiary
after April 23, 1999 upon its redesignation as a Restricted Subsidiary
in accordance with the covenant described under "--Limitation on
Designations of Unrestricted Subsidiaries."

For purposes of:

(1) clause (C)(2) above, the value of the aggregate net cash proceeds that we
received from, or as a capital contribution in connection with, the
issuance of our capital stock, which capital stock may not be converted,
exchanged or redeemed until April 16, 2010, either upon:

. the conversion of our convertible Debt or the convertible Debt of
any of our Restricted Subsidiaries or in exchange for our outstanding
Debt or the outstanding Debt of any of our Restricted Subsidiaries; or

. upon the exercise of options, warrants or rights

will be the net cash proceeds that we or any Restricted Subsidiary
received upon the issuance of the Debt, options, warrants or rights, plus
the incremental amount that we or any Restricted Subsidiary received upon
the conversion, exchange or exercise;

(2) clause (C)(4) above, the value of the consolidated Net Investment on the
date of revocation shall be equal to the fair market value, as determined
by our board in good faith, of the aggregate amount of our or any
Restricted Subsidiary's Investments in our subsidiaries on the applicable
date of designation; and

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(3) determining the amount expended for Restricted Payments, cash distributed
shall be valued at the face amount and property other than cash shall be
valued at its fair market value on the date we make or a Restricted
Subsidiary makes the Restricted Payment, as the case may be.

The provisions of this covenant shall not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date
of its declaration, if at the date of declaration the payment would comply
with the provisions of the indenture;

(2) so long as no default shall have occurred and be continuing, the purchase,
redemption, retirement or other acquisition of any of our capital stock
out of the net cash proceeds of the substantially concurrent capital
contribution to us in connection with our capital stock that may not be
converted, exchanged or redeemed until April 16, 2010 or out of the net
cash proceeds that we received from the substantially concurrent issue or
sale, other than to a Restricted Subsidiary or to an employee stock
ownership plan or other trust that we or any of our subsidiaries
established, of our capital stock that may not be converted, exchanged or
redeemed until April 16, 2010; provided that:

(a) any net cash proceeds shall be excluded from clause (C)(2) above,
and

(b) the proceeds do not constitute Excluded Cash Proceeds;

(3) so long as no default shall have occurred and be continuing, the purchase,
redemption, retirement, defeasance or other acquisition of our
subordinated debt made by exchange for or conversion into, or out of the
net cash proceeds that we received, or out of a capital contribution to us
in connection with a concurrent issue and sale, other than to a Restricted
Subsidiary, of:

. our capital stock that may not be converted, exchanged or
redeemed until April 16, 2010, provided that

. any net cash proceeds are excluded from clause (C)(2) above,

. the proceeds do not constitute Excluded Cash Proceeds, and

. the proceeds, if from a sale other than an underwritten public
offering, are not applied to optionally redeem the notes on or prior
to April 15, 2002; or

. other of our subordinated debt that has an Average Life equal to
or greater than the Average Life of the subordinated debt being
purchased, redeemed, retired or otherwise acquired and that is
subordinated in right of payment to the notes at least to the same
extent as the subordinated debt being purchased, redeemed, retired,
or otherwise acquired;

(4) so long as no default shall have occurred and be continuing, the making of
a direct or indirect Investment constituting a Restricted Payment in an
amount not to exceed the amount of the proceeds of a concurrent capital
contribution in respect of our capital stock that may not be converted,
exchanged or redeemed until April 16, 2010 or from the issue or sale,
other than to a Restricted Subsidiary, of our capital stock that may not
be converted, exchanged or redeemed until April 16, 2010; provided that:

(a) any net cash proceeds are excluded from clause (C)(2) above;

(b) the proceeds do not constitute Excluded Cash Proceeds; and

(c) the proceeds, if from a sale other than an underwritten public
offering, are not applied to optionally redeem the notes on or
prior to April 15, 2002;

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(5) so long as no default shall have occurred and be continuing and so long
as, immediately after giving effect to the Investment, we could incur at
least $1.00 of additional Debt under clause (1) of the covenant described
under "--Limitation on Incurrence of Debt," our making of a direct or
indirect Investment constituting a Restricted Payment in any entity
incorporated, formed or created to acquire one or more licenses covering
or adjacent to where we or a Restricted Subsidiary own a license through
participation in any auction or reauction of PCS licenses conducted by the
FCC, in an amount not to exceed $50.0 million at any time outstanding;
provided that

. the entity shall qualify as an entrepreneur under the Communications
Act in the case of any proposed acquisition of licenses covering or
adjacent to where we or a Restricted Subsidiary own a license through
participation in any auction or reauction of PCS licenses conducted by
the FCC; and

. we shall have received, prior to making the Investment, from one or
more Strategic Equity Investors, irrevocable, unconditional commitments
to purchase our capital stock that may not be converted, exchanged or
redeemed until April 16, 2010, at the earliest to occur of:

. the date that is 30 days after the date on which the entity acquires
any licenses covering or adjacent to where we or a Restricted Subsidiary
own a license;

. the date that is 30 days after the date on which the entity
withdraws from the auction or reauction;

. the date that is 30 days after the date the FCC terminates the
auction or reauction; and

. the date that is 180 days after the date on which any amounts
were deposited by or on behalf of the entity in escrow with the FCC in
connection with the proposed acquisition of licenses covering or
adjacent to where we or a Restricted Subsidiary own a license; and

. in an amount not less than the amount of the Investment, plus the
amount of all fees, expenses and other costs incurred in connection with
the participation;

provided further that if at any time the aggregate net cash proceeds that
the Strategic Equity Investors pay to us shall exceed the amount of the
Investment plus all fees, expenses and other costs incurred in connection
with the participation:

(a) the commitments may terminate in accordance with their terms to the
extent, but only to the extent, of the excess; and

(b) we may rescind all or a portion of the payments made by the Strategic
Equity Investors for our capital stock and redeem all or a portion of
our capital stock in an amount not greater than the excess;

provided further that:

. the aggregate net proceeds that we receive upon the purchase by the
Strategic Equity Investors of our capital stock are excluded from clause
(C)(2) above unless the entity becomes a Restricted Subsidiary or
merges, consolidates or amalgamates with or into, or transfers or
conveys substantially all its assets to us or a Restricted Subsidiary,
or liquidates into us or a Restricted Subsidiary;

. the proceeds shall not constitute Excluded Cash Proceeds; and

. the proceeds are not applied to optionally redeem the notes prior to
April 15, 2002;

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(6) so long as no default shall have occurred and be continuing and so long
as, immediately after giving effect to the Investment, we could incur at
least $1.00 of additional Debt under clause (1) of the covenant described
under "--Limitation on Incurrence of Debt," our making of a direct or
indirect Investment constituting a Restricted Payment in any entity
engaged in a Permitted Business in an amount not to exceed $60 million at
any time outstanding; provided that we shall have received, prior to
making the Investment, from one or more Strategic Equity Investors,
aggregate net cash proceeds from capital contributions or the issuance or
sale of our capital stock that may not be converted, exchanged or redeemed
until April 16, 2010, including our capital stock issued upon the
conversion of convertible Debt or upon the exercise of options, warrants
or rights to purchase our capital stock, in an amount equal to the amount
of the Investment plus the amount of all fees, expenses and other costs
incurred in connection with the Investment, regardless of whether or not
the Investment is completed; provided further that:

. the proceeds that we received as capital contributions from, or the
purchase of our capital stock by, the Strategic Equity Investors are
excluded from clause (C)(2) above unless the entity becomes a Restricted
Subsidiary or merges, consolidates or amalgamates with or into us or a
Restricted Subsidiary, or transfers or conveys substantially all its
assets to us or a Restricted Subsidiary, or liquidates into us or a
Restricted Subsidiary;

. the proceeds shall not constitute Excluded Cash Proceeds; and

. the proceeds are not applied to optionally redeem the notes prior to
April 15, 2002; or

(7) so long as no default has occurred and is continuing, the repurchase,
redemption, acquisition or retirement for value of any of our capital
stock held by any member of our management or any of our subsidiaries
under any management equity subscription agreement, stock option
agreement, restricted stock agreement or other similar agreement; provided
that:

. the aggregate amount of the dividends or distributions shall not
exceed $4.0 million in any twelve-month period;

. any unused amount in any twelve-month period may be carried forward
to one or more future twelve-month periods; and

. the aggregate of all unused amounts that may be carried forward to
any future twelve-month period shall not exceed $16 million.

Restricted Payments made under clauses (1) and (7) above shall be included
when determining available amounts under clause (C) above, Restricted Payments
made under clauses (5) and (6) above shall be included when determining
available amounts under clause (C) above unless, after giving effect to the
Investment, the entity becomes a Restricted Subsidiary or merges, consolidates
or amalgamates with or into us or a Restricted Subsidiary, or transfers or
conveys substantially all its assets to us or a Restricted Subsidiary, or
liquidates into us or a Restricted Subsidiary and Restricted Payments made under
to clauses (2), (3) and (4) above shall not be included when determining
available amounts under clause (C) above.

Limitation on Restrictions Affecting Restricted Subsidiaries

The indenture provides that we will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist any consensual encumbrances or restrictions of any kind on the
ability of any Restricted Subsidiary to:

(1) pay, directly or indirectly, dividends, in cash or otherwise, or make any
other distributions in respect of its capital stock or other ownership
interests or pay any Debt or other obligation owed to us or any other
Restricted Subsidiary;

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(2) make any Investment in us or any other Restricted Subsidiary; or

(3) transfer any of its property or assets to us or any other Restricted
Subsidiary,

except for the encumbrances or restrictions existing under or by reason of:

(A) any agreement in effect on April 23, 1999 as in effect on that date;

(B) any agreement relating to any Debt incurred by the Restricted Subsidiary
prior to the date on which we acquired the Restricted Subsidiary and
outstanding on the date and not incurred in anticipation or contemplation
of becoming a Restricted Subsidiary; provided, however, that the
encumbrance or restriction shall not apply to any of our property or
assets or any property or assets of any Restricted Subsidiary other than
the Restricted Subsidiary;

(C) customary provisions contained in an agreement which has been entered into
for the sale or disposition of all or substantially all of the capital
stock or other ownership interests or assets of a Restricted Subsidiary;
provided, however, that the encumbrance or restriction is applicable only
to the Restricted Subsidiary or its property and assets;

(D) any agreement effecting a Refinancing or amendment of Debt incurred under
any agreement referred to in clause (A) or (B) above; provided, however,
that the provisions contained in the Refinancing or amendment agreement
relating to the encumbrance or restriction are no more restrictive in any
material respect than the provisions contained in the agreement referred
to in clause (A) or (B) above in the reasonable judgment of our board;

(E) the indenture;

(F) applicable law or any applicable rule, regulation or order;

(G) customary provisions restricting subletting or assignment of any lease
governing any leasehold interest of any Restricted Subsidiary;

(H) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the type referred to in clause (3) of
this covenant; and

(I) restrictions of the type referred to in clause (3) of this covenant
contained in security agreements securing Debt of a Restricted Subsidiary
to the extent that the Liens restrict the transfer of property subject to
the agreements.

Limitation on Asset Sales

The indenture provides that we will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale unless:

(1) we or the Restricted Subsidiary, as the case may be, receives
consideration for the Asset Sale at least equal to the fair market value
of the assets sold or disposed of as determined by our board in good faith
and evidenced by a resolution of our board filed with the trustee;

(2) other than in the case of a Permitted Asset Swap, not less than 75% of the
consideration received by us or the Restricted Subsidiary from the
disposition consists of:

(A) cash or Cash Equivalents;

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(B) the assumption of our Debt or Debt of the Restricted Subsidiary, other
than non-recourse Debt or any subordinated debt, or other obligations
relating to the assets, accompanied by an irrevocable and
unconditional release of us or the Restricted Subsidiary from all
liability on the Debt or other obligations assumed; or

(C) notes or other obligations that we or the Restricted Subsidiary
received from the transferee or the Restricted Subsidiary convert into
cash or Cash Equivalents concurrently with the receipt of the notes or
other obligations to the extent of the cash that we actually received;
and

(3) all Net Available Proceeds, less any amounts invested within 365 days of
the Asset Sale to acquire all or substantially all of the assets of, or a
majority of the voting stock of, an entity primarily engaged in a
Permitted Business, to make a capital expenditure or to acquire other
long-term assets that are used or useful in a Permitted Business, are
applied, on or prior to the 365th day after the Asset Sale, unless and to
the extent that we shall determine to make an offer to purchase, to the
permanent reduction and prepayment of any of our Senior Debt then
outstanding, including a permanent reduction of the commitments in respect
of the Senior Debt.

Any Net Available Proceeds from any Asset Sale which is subject to this
covenant that are not applied as provided in the covenant shall be used promptly
after the expiration of the 365th day after the Asset Sale, or earlier if we so
elect, to make an offer to purchase the notes at a purchase price in cash equal
to:

(a) 100% of the accreted value on the purchase date, if the purchase date
is on or before April 15, 2004; and

(b) 100% of the principal amount at maturity plus accrued and unpaid
interest to the purchase date, if such purchase date is after April
15, 2004;

provided, that if we elect or the terms of any other senior subordinated debt
require, an offer may be made ratably to purchase the notes and other senior
subordinated debt

Despite the above, we may defer making any offer to purchase the notes, and
any offer to purchase other senior subordinated debt ratably, until there are
aggregate unused Net Available Proceeds from Asset Sales otherwise subject to
this covenant equal to or in excess of $15.0 million, at which time the entire
unused Net Available Proceeds from Asset Sales otherwise subject to the two
immediately preceding sentences, and not just the amount in excess of $15.0
million, shall be applied as required under this paragraph. We may use any
remaining Net Available Proceeds following the completion of the required offer
to purchase and any offer to purchase other senior subordinated debt ratably for
any other purpose, subject to the other provisions of the indenture, and the
amount of Net Available Proceeds then required to be otherwise applied in
accordance with this covenant shall be reset to zero. These provisions will not
apply to a transaction completed in compliance with the provisions of the
indenture described under "--Merger, Consolidation and Sales of Assets."

Pending application as described above, the Net Available Proceeds of any
Asset Sale may be invested in cash or Cash Equivalents or used to reduce
temporarily Debt outstanding under any revolving credit agreement to which we
are a party and under which we have incurred Debt.

We must comply, to the extent applicable, with the requirements of the tender
offer provisions of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of the notes under this covenant.
To the extent that the provisions of any securities laws or regulations conflict
with provisions of this covenant, we must comply with the applicable securities
laws and regulations and will not be deemed to have breached our obligations
under this covenant.

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Limitation on Transactions with Affiliates

The indenture provides that we will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into, renew or extend any transaction with any of our or their respective
affiliates, including the purchase, sale, lease or exchange of property, the
rendering of any service or the making of any guarantee, loan, advance or
Investment, either directly or indirectly, unless the terms of the transaction
are at least as favorable as the terms that could be obtained at the time by us
or the Restricted Subsidiary, as the case may be, in a comparable transaction
made on an arm's-length basis with an entity that is not an Affiliate; provided,
that:

(1) in any transaction involving aggregate consideration in excess of $10.0
million, we shall deliver an officers' certificate to the trustee stating
that a majority of the disinterested directors of our board or the board
of directors of the Restricted Subsidiary, as the case may be, have
determined, in their good faith judgment, that the terms of the
transaction are at least as favorable as the terms that could be obtained
by us or the Restricted Subsidiary, as the case may be, in a comparable
transaction made on an arm's-length basis between unaffiliated parties;
and

(2) if the aggregate consideration is in excess of $25.0 million, we shall
also deliver to the trustee, prior to the completion of the transaction,
the favorable written opinion of a nationally recognized accounting,
appraisal or investment banking firm as to the fairness of the transaction
to the holders of the notes, from a financial point of view.

Despite the foregoing, the restrictions described in this covenant shall not
apply to:

(1) transactions between or among us and/or any Restricted Subsidiaries;

(2) any Restricted Payment or Permitted Investment permitted by the covenant
described under "--Limitation on Restricted Payments;"

(3) directors' fees, indemnification and similar arrangements, officers'
indemnification, employee stock option or employee benefit plans and
employee salaries and bonuses paid or created in the ordinary course of
business;

(4) any other agreement in effect on the date of the indenture, as the same
shall be amended from time to time; provided that any material amendment
shall be required to comply with the provisions of the immediately
preceding paragraph;

(5) the acquisitions from Digital PCS, Wireless 2000 or AT&T;

(6) transactions with AT&T or any of its affiliates relating to marketing or
providing of telecommunication services or related hardware, software or
equipment on terms that are no less favorable, when taken as a whole, to
us or the Restricted Subsidiary, as applicable, than those available from
unaffiliated third parties;

(7) transactions involving the leasing or sharing or other use by us or any
Restricted Subsidiary of communications network facilities, including
cable or fiber lines, equipment or transmission capacity, of any of our
affiliates, as a related party, on terms that are no less favorable when
taken as a whole to us or the Restricted Subsidiary, as applicable, than
those available from the related party to unaffiliated third parties;

(8) transactions involving providing of telecommunication services by a
related party in the ordinary course of its business to us or any
Restricted Subsidiary, or by us or any Restricted Subsidiary to a related
party, on terms that are no less favorable when taken as a whole to us or
the Restricted Subsidiary, as applicable, than those available from the
related party to unaffiliated third parties;

(9) any sales agency agreements under which an affiliate has the right to
market any or all of our products or

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services or the products or services of any of the Restricted
Subsidiaries;

(10) transactions involving the sale, transfer or other disposition of any
shares of capital stock or other ownership interests of any affiliate
that is not engaged in any activity other than the registration, holding,
maintenance or protection of trademarks and related licensing; and

(11) customary commercial banking, investment banking, underwriting, placement
agent or financial advisory fees paid in connection with services
rendered to us and our subsidiaries in the ordinary course.

Limitation on our Activities and Activities of the Restricted Subsidiaries

The indenture provides that we will not, and will not permit any Restricted
Subsidiary to, engage in any business other than a Permitted Business, except to
the extent as is not material to us and our Restricted Subsidiaries, taken as a
whole.

Amendments to Securities Purchase Agreement

The indenture provides that we will not amend, modify or waive, or refrain
from enforcing, any provision of the securities purchase agreement in any manner
that would cause the net cash proceeds from capital contributions or sales of
our capital stock, which may not be converted, exchanged or redeemed until April
16, 2010, under the securities purchase agreement to be less than $128.0
million.

Providing Financial Information

The indenture provides that, whether or not required by the rules and
regulations of the SEC, so long as any notes are outstanding, we will furnish
to the holders of the notes:

(1) all quarterly and annual financial information that would be required to
be contained in a filing with the SEC on Forms 10-Q and 10-K if we were
required to file these forms, including a section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
that describes our financial condition and results of operations and that
of our consolidated subsidiaries and a report on the annual information
only by our certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on
Form 8-K if we were required to file these reports, in each case within
the time period specified in the SEC's rules and regulations.

We will file a copy of all information and reports with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations, unless the SEC will not accept the filing, and make this
information available to prospective investors upon request. In addition, we
will, for so long as any notes remain outstanding, furnish to the holders of
notes, upon request, the information required to be delivered under the
conditions for resale provisions of the Securities Act. We will also comply with
the reporting requirements of the Trust Indenture Act.

Limitation on Designations of Unrestricted Subsidiaries

The indenture allows us to designate any of our subsidiaries, other than an
Ineligible Subsidiary, as an "Unrestricted Subsidiary" under the indenture only
if:

(1) no default shall have occurred and be continuing at the time of or after
giving effect to the designation;

(2) we would be permitted under the indenture to make an Investment at the
time of designation, assuming the effectiveness of the designation, in a
designation amount equal to the fair market value of the aggregate amount
of its Investments in the Subsidiary on that date; and

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(3) except in the case of any of our subsidiaries in which an Investment is
being made under, and as permitted by, the third paragraph of the covenant
described under "--Limitation on Restricted Payments," we would be
permitted to incur $1.00 of additional Debt under clause (1) of the
covenant described under "--Limitation on Incurrence of Debt" at the time
of designation, assuming the effectiveness of the designation.

In the event of any designation, we shall be deemed to have made an Investment
constituting a Restricted Payment under the covenant described under
"--Limitation on Restricted Payments" for all purposes of the indenture in the
designation amount.

The indenture further provides that we shall not, and shall not permit any
Restricted Subsidiary to, at any time:

(1) provide direct or indirect credit support for, or a guarantee of, any Debt
of any Unrestricted Subsidiary including of any undertaking, agreement or
instrument evidencing the Debt;

(2) be directly or indirectly liable for any Debt of any Unrestricted
Subsidiary; or

(3) be directly or indirectly liable for any Debt which provides that the
holder of the Debt may upon notice, lapse of time or both declare a
default on the Debt or cause the payment be accelerated or payable prior
to its final scheduled maturity upon the occurrence of a default with
respect to any Debt of any Unrestricted Subsidiary, including any right to
take enforcement action against the Unrestricted Subsidiary, except, in
the case of clause (1) or (2) above, to the extent permitted under the
covenant described under "--Limitation on Restricted Payments."

The indenture further provides that we may revoke any designation of a
Subsidiary as an Unrestricted Subsidiary, where the Subsidiary shall then
constitute a Restricted Subsidiary, if no default shall have occurred and be
continuing at the time of and after giving effect to the revocation. In the
event of any revocation, we shall be deemed to continue to have a permanent
Investment in an Unrestricted Subsidiary constituting a Restricted Payment under
the covenant described under "--Limitation on Restricted Payments" for all
purposes under the indenture in a positive amount equal to:

(1) the fair market value of the aggregate amount of our Investments in the
subsidiary at the time of the revocation; less

(2) the portion proportionate to our equity interest in the Subsidiary of the
fair market value of the net assets of the Subsidiary at the time of the
revocation.

All designations and revocations must be evidenced by a resolution of our
board delivered to the trustee certifying compliance with the foregoing
provisions.

Future Subsidiary Guarantors

We will cause each Restricted Subsidiary that incurs Debt to become our
subsidiary guarantor, and, if applicable, execute and deliver to the trustee a
supplemental indenture in the form described in the indenture under which the
Restricted Subsidiary will guarantee payment of the notes; provided that we
shall not cause any special purpose subsidiary to become our subsidiary
guarantor unless the special purpose subsidiary incurs Debt other than Debt in
respect of the senior credit agreement, or any Refinancing Debt incurred to
refinance the Debt, or debt to the FCC. Each subsidiary guarantee will be
limited to an amount not to exceed the maximum amount that can be guaranteed by
that Restricted Subsidiary without rendering the subsidiary guarantee, as it
relates to the Restricted Subsidiary, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

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Merger, Consolidation and Sales of Assets

We may not:

. consolidate or merge with or into any entity; or

. sell, assign, lease, convey or otherwise dispose of all or
substantially all of our assets; or

. cause or permit any Restricted Subsidiary to do any of the above
including by way of liquidation or dissolution,

to any entity unless:

(1) the entity formed by or surviving any consolidation or merger, if other
than us or the Restricted Subsidiary, as the case may be, or to which the
sale, assignment, lease, conveyance or other disposition shall have been
made, is a corporation organized and existing under the laws of the United
States, any state of the United States or the District of Columbia;

(2) the surviving entity assumes by supplemental indenture all of our
obligations on the notes and under the indenture;

(3) immediately after giving effect to the transaction and the use of any net
proceeds from the transaction on a pro forma basis, we or the surviving
entity, as the case may be, could incur at least $1.00 of Debt under
clause (1) of the covenant described under "--Important Covenants--
Limitation on Incurrence of Debt;"

(4) immediately after giving effect to the transaction and treating any Debt
which becomes our obligation or an obligation of any of our Restricted
Subsidiaries as a result of the transactions as having been incurred by us
or the Restricted Subsidiary, as the case may be, at the time of the
transaction, no default shall have occurred and be continuing;

(5) we deliver to the trustee an officers' certificate and an opinion of
counsel, each stating that the merger, consolidation or sale of assets and
the supplemental indenture, if any, comply with the indenture; and

(6) we deliver to the trustee an opinion of counsel to the effect that holders
of the notes will not recognize income, gain or loss for federal income
tax purposes as a result of the merger, consolidation or sale of assets
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the merger,
sale or consolidation had not occurred.

We will determine what we deem to be all or substantially all of our assets on
a consolidated basis for us and the Restricted Subsidiaries, whether as an
entirety or substantially an entirety in one transaction or a series of
transactions.

The provisions of this paragraph shall not apply to any merger of a Restricted
Subsidiary with or into us or a wholly owned subsidiary or the release of any of
our subsidiary guarantors in accordance with the terms of its subsidiary
guarantee and the indenture in connection with any transaction complying with
the provisions of covenant described under "--Important Covenants--Limitation on
Asset Sales."

The indenture provides that we may not permit any of our subsidiary guarantors
to:

. consolidate or merge with or into any entity; or

. sell, assign, lease, convey or otherwise dispose of all or
substantially all of the subsidiary guarantor's assets, including by
way of liquidation or dissolution,

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to any entity unless:

(1) the entity formed by or surviving any consolidation or merger, if other
than the subsidiary guarantor, or to which the sale, assignment, lease,
conveyance or other disposition shall have been made, is a corporation
organized and existing under the laws of the United States, any state of
the United States or the District of Columbia;

(2) the corporation assumes by supplemental indenture all of the obligations
of our subsidiary guarantors, if any, under its subsidiary guarantee;

(3) immediately after giving effect to the transaction and treating any Debt
which becomes an obligation of the subsidiary guarantor as a result of
the transactions as having been incurred by the subsidiary guarantor at
the time of the transaction, no default shall have occurred and be
continuing; and

(4) we deliver to the trustee an officers' certificate and an opinion of
counsel, each stating that the merger, consolidation or sale of assets
and the supplemental indenture, if any, comply with the indenture.

Defaults

Each of the following events constitutes an event of default under the
indenture:

(1) a default in any payment of interest on any note when due and payable,
whether or not prohibited by the provisions described under "--Ranking,"
continued for 30 days;

(2) a default in the payment of the accreted value or principal of any note
when due and payable at maturity on April 15, 2009, upon required
redemption or repurchase, upon declaration or otherwise, whether or not
the payment is prohibited by the provisions described under "--Ranking;"

(3) our failure to comply with its obligations under the covenant described
under "--Merger, Consolidation and Sales of Assets;"

(4) our failure to comply for 30 days after notice with any of our
obligations under the covenants described under "--Change of Control" or
"--Important Covenants," other than a failure to purchase the notes;

(5) our failure to comply for 60 days after notice with its other agreements
contained in the indenture or the notes;

(6) a failure by us or any Significant Subsidiary to pay any Debt within any
applicable grace period after final maturity or the acceleration of any
the Debt by the holders of the Debt because of a default if the total
amount of the Debt unpaid or accelerated exceeds $15.0 million or its
foreign currency equivalent and the failure continues for 10 days after
receipt of the notice specified in the indenture;

(7) particular events of bankruptcy, insolvency or reorganization of us or a
Significant Subsidiary;

(8) the rendering of any final judgment or decree, not subject to appeal, for
the payment of money in excess of $15.0 million or its foreign currency
equivalent at the time it is entered against us or a Significant
Subsidiary and is not discharged, waived or stayed if:

(A) an enforcement proceeding is commenced by any creditor; or

(B) the judgment or decree remains outstanding for a period of 60 days
following the judgment and is not discharged, waived or stayed; or

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(9) any subsidiary guarantee ceases to be in full force and effect, except as
contemplated by the terms of the indenture, or any of our subsidiary
guarantors or entity acting by or on behalf of the subsidiary guarantor
denies or disaffirms the subsidiary guarantor's obligations under the
indenture or any subsidiary guarantee and the default continues for 10
days after receipt of the notice specified in the indenture.

The above will constitute events of default whatever the reason for the event
of default and whether it is voluntary or involuntary or is effected by
operation of law or under any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body.

However, a default under clauses (4), (5) or (8) will not constitute an event
of default until the trustee or the holders of at least 25% in aggregate
principal amount at maturity of the outstanding notes notify us of the default
and we do not cure the default within the time specified in clauses (4), (5) or
(8) after receipt of notice.

If an event of default occurs and is continuing, other than bankruptcy,
insolvency and reorganization, the trustee or the holders of at least 25% in
aggregate principal amount at maturity of the notes by notice to us may
accelerate the maturity of all the notes. Upon an acceleration, the notes will
become immediately due and payable. If an event of default relating to
particular events of our bankruptcy, insolvency or reorganization occurs, the
principal of and interest on all the notes will become immediately due and
payable without any declaration or other act on the part of the trustee or the
holders of the notes. The holders of a majority in aggregate principal amount
at maturity of the outstanding notes may rescind any acceleration with respect
to the notes and its consequences if rescinding the acceleration:

. would not conflict with any judgment or decree; and

. all defaults have been cured or waived except as related to payments due
solely because of acceleration.

Subject to the provisions of the indenture relating to the duties of the
trustee, in case an event of default occurs and is continuing, the trustee will
be under no obligation to exercise any of the rights or powers under the
indenture at the request or direction of any of the holders of the notes unless
the holders have offered to the trustee reasonable indemnity or security against
any loss, liability or expense. Except to enforce the right to receive payment
of principal, premium or interest when due, no holder of notes may pursue any
remedy with respect to the indenture or the notes unless:

(1) the holder has previously given the trustee notice that an event of
default is continuing;

(2) holders of at least 25% in aggregate principal amount at maturity of the
outstanding notes have requested the trustee in writing to pursue the
remedy;

(3) the holders have offered the trustee reasonable security or indemnity
against any loss, liability or expense;

(4) the trustee has not complied with the request within 60 days after the
receipt of the request and the offer of security or indemnity; and

(5) the holders of a majority in aggregate principal amount at maturity of
the notes have not given the trustee a direction inconsistent with the
request within the 60-day period.

Subject to restrictions, the holders of a majority in aggregate principal
amount at maturity of the notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or of exercising any trust or power conferred on the trustee. The trustee,
however, may refuse to follow any direction that conflicts with law or the
indenture or that the trustee determines is unduly prejudicial to the rights of
any other holder of notes or that would involve the trustee in personal
liability. Prior to taking any action under the indenture, the trustee will be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking the action.

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The indenture provides that, if a default occurs and is continuing and is
known to the trustee, the trustee must mail to each holder of notes notice of
the default within the earlier of 90 days after it occurs or 30 days after it is
known to a trust officer or written notice of it is received by the trustee.
Except in the case of a default in the payment of principal of, premium or
interest on any note, including payments under the redemption provisions of the
note, the trustee may withhold notice if and so long as a committee of its trust
officers in good faith determines that withholding notice is in the interests of
the noteholders. In addition, we will be required to deliver to the trustee,
within 120 days after the end of each fiscal year, a certificate indicating
whether the signers know of any default that occurred during the previous year.
We will also be required to deliver to the trustee, within 30 days after the
occurrence of the event, written notice of any event which would constitute
events of default, the status of any event and the action we are taking or
propose to take in respect of the event.

Amendments and Waivers

Subject to some exceptions, the indenture or the notes may be amended with the
written consent of the holders of a majority in aggregate principal amount at
maturity of the notes then outstanding, and any past default or compliance with
any provisions may be waived with the consent of the holders of a majority in
aggregate principal amount at maturity of the notes then outstanding. However,
without the consent of each holder of a note affected, no amendment may, among
other things:

(1) reduce the amount of the notes whose holders must consent to an
amendment;

(2) reduce the rate of, or extend the time for payment of, interest or any
liquidated damages on any note;

(3) reduce the principal of any note, or extend the maturity of any note
beyond April 15, 2009;

(4) reduce the premium payable upon the redemption of any note or change the
time at which any note may be redeemed as described under "--Optional
Redemption;"

(5) make any note payable in money other than that stated in the note;

(6) make any change to the subordination provisions of the indenture that
adversely affects the rights of any holder of notes;

(7) impair the right of any holder of notes to receive payment of principal
of and interest on any liquidated damages on the holder's notes on or
after the due dates for the payment or to institute suit for the
enforcement of any payment on or with respect to the holder's notes;

(8) make any change in the amendment provisions which requires the consent of
each holder of the notes or in the waiver provisions; or

(9) modify the subsidiary guarantees in any manner adverse to the holders of
the notes.

Without the consent of any holder of the notes, we and the trustee may amend
the indenture to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a successor corporation of our obligations
under the indenture;

(3) provide for uncertificated notes in addition to, or in place of,
certificated notes, provided that the uncertificated notes are issued in
registered form for purposes of the Internal Revenue Code, or in a manner
such that the uncertificated notes are described in the Internal Revenue
Code;

(4) make any change in the subordination provisions of the indenture that
would limit or terminate the benefits available to any holder of our
Senior Debt or any representative of the holder under the subordination
provisions;

(5) add additional guarantees with respect to the notes;

(6) secure the notes;

(7) add to our covenants for the benefit of the noteholders;

(8) surrender any right or power conferred upon us;

(9) make any change that does not adversely affect the rights of any holder
of the notes; or

(10) comply with any requirement of the SEC in connection with the
qualification of the indenture under the Trust Indenture Act.

No amendment may be made to the subordination provisions of the indenture,
however, that adversely affects the rights of any holder of our Senior Debt then
outstanding unless the holders of the Senior Debt, or any group or
representative of the holders authorized to give a consent, consent to the
change.

The consent of the noteholders will not be necessary under the indenture to
approve the particular form of any proposed amendment. It will be sufficient if
the consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, we will be required
to mail to noteholders a notice briefly describing the amendment. However, the
failure to give the notice to all noteholders, or any defect in the notice, will
not impair or affect the validity of the amendment.

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Defeasance

We at any time may terminate all our obligations under the indenture and the
notes, the terminations being a legal defeasance, except for specific
obligations, including obligations:

. relating to the defeasance trust;

. to register the transfer or exchange of the notes;

. to replace mutilated, destroyed, lost or stolen notes; and

. to maintain a registrar and paying agent in respect of the notes.

We at any time may terminate our obligations under:

. the covenants described under "--Important Covenants;"

. the operation of the cross acceleration provision, the bankruptcy
provisions with respect to significant subsidiaries and the judgment
default provision described under "--Defaults;"

. clauses (3), (4) and (5) described in the first paragraph under
"--Merger, Consolidation

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and Sales of Assets," the terminations being a covenant defeasance.

In the event that we exercise our legal defeasance option or our covenant
defeasance option, each of our subsidiary guarantors will be released from all
of its obligations with respect to its subsidiary guarantee.

We may exercise our legal defeasance option in spite of our prior exercise of
our covenant defeasance option. If we exercise our legal defeasance option,
payment of the notes may not be accelerated because of an event of default with
respect to our exercise of our legal defeasance option. If we exercise our
covenant defeasance option, payment of the notes may not be accelerated because
of an event of default specified in clause (4), (6), (7) with respect only to
our Restricted Subsidiaries that would be significant subsidiaries meeting the
10 percent of assets or income threshold within the meaning under Regulation S-
X, (8) with respect only to significant subsidiaries or (9) under "--Defaults"
or because of our failure to comply with clause (3), (4) and (5) described in
the first paragraph under "--Merger, Consolidation and Sales of Assets."

In order to exercise either defeasance option, we must irrevocably deposit in
a defeasance trust with the trustee, money or U.S. government obligations for
the payment of principal, premium, if any, and interest on the notes to
redemption or maturity, as the case may be, and must comply with other
conditions, including delivery to the trustee of an opinion of counsel to the
effect that holders of the notes will not recognize income, gain or loss for
federal income tax purposes as a result of the deposit and defeasance and will
be subject to federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if the deposit and defeasance had
not occurred and, in the case of legal defeasance only, the opinion of counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable federal income tax law.

Concerning the Trustee

Bankers Trust Company serves as the trustee under the indenture, and we have
appointed Bankers Trust Company as registrar and paying agent with regard to the
notes. The indenture provides that the trustee has a first priority lien
against monies or property collected or held by the trustee, other than monies
or property held in trust to pay the principal of and interest and damages on
the notes, for the payment of fees. Bankers Trust Company is also one of the
lenders under our senior credit facilities and BT Alex. Brown Incorporated, an
affiliate of Bankers Trust Company, was one of the initial purchasers of our
outstanding notes. Bankers Trust Company could also become our creditor under
the indenture. However, in the event of default, the indenture and the Trust
Indenture Act provide that a trustee who becomes a creditor under the notes,
within three months prior to a default, shall, unless and until the default is
cured, set apart and hold in a special account for the benefit of the trustee,
an amount equal to any and all reductions in the amount due and owing upon the
claim. If the event of default was not cured, Bankers Trust Company would be
required to resign as trustee.

Governing Law

The indenture provides that it and the notes will be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required.

Definitions

Described below is a summary of defined terms used in the indenture, which is
attached as an exhibit to the registration statement, of which this prospectus
is a part.

"Acquired Debt" means, with respect to any entity, Debt of the entity:

(1) existing at the time the entity becomes a Restricted Subsidiary; or

(2) assumed in connection with the acquisition of assets from another entity,
including Debt incurred in connection with, or in contemplation of, the
entity becoming a Restricted Subsidiary or the acquisition, as

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the case may be.

"affiliate" of any specified entity means any other entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, any specified entity. For purposes of this definition, "control"
when used with respect to any entity means the power to direct the management
and policies of the entity, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Annualized Pro Forma Consolidated Operating Cash Flow" means Consolidated
Cash Flow for the latest two full fiscal quarters for which our consolidated
financial statements are available multiplied by two. For purposes of
calculating "Consolidated Cash Flow" for any period for purposes of this
definition only:

(1) any of our subsidiaries that is a Restricted Subsidiary on the date of the
transaction giving rise to the need to calculate "Annualized Pro Forma
Consolidated Operating Cash Flow" shall be deemed to have been a
Restricted Subsidiary at all times during the period; and

(2) any of our subsidiaries that is not a Restricted Subsidiary on the
transaction date shall be deemed not to have been a Restricted Subsidiary
at any time during the period.

In addition to of the foregoing, for purposes of this definition only,
"Consolidated Cash Flow" shall be calculated after giving effect on a pro forma
basis for the applicable period to, without duplication, any Asset Sales or
Asset Acquisitions, including any Asset Acquisition giving rise to the need to
make the calculation as a result of our or one of the Restricted Subsidiaries,
including any entity who becomes a Restricted Subsidiary as a result of the
Asset Acquisition incurring, assuming or otherwise being liable for Acquired
Debt, occurring during the period beginning on the first day of the two-fiscal-
quarter period to and including the transaction date, as if the Asset Sale or
Asset Acquisition occurred on the first day of the reference period.

"Asset Acquisition" means:

(1) any purchase or other acquisition, by means of transfer of cash, Debt or
other property to others or payment for property or services for the
account or use of others or otherwise, of capital stock or other ownership
interests of any entity by us or any Restricted Subsidiary, in either
case, under which the entity shall become a Restricted Subsidiary or shall
be merged with or into us or any Restricted Subsidiary; or

(2) any acquisition by us or any Restricted Subsidiary of the property or
assets of any entity which constitute all or substantially all of an
operating unit or line of business of the entity.

"Asset Sale" means any sale, transfer or other disposition, including by
merger, consolidation or Sale/Leaseback Transaction, of:

(1) shares of capital stock or other ownership interests of any of our
subsidiaries, other than directors' qualifying shares;

(2) any PCS license for wireless telecommunications services held by us or any
Restricted Subsidiary, whether by sale of capital stock or other ownership
interests or otherwise; or

(3) any other property or assets of ours or any of our subsidiaries other than
in the ordinary course of business;

provided, however, that an Asset Sale shall not include:

(A) any sale, transfer or other disposition of shares of capital stock or
other ownership interests, property or assets by a Restricted Subsidiary
to us or to any other Restricted Subsidiary or by us to any Restricted
Subsidiary;

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(B) any sale, transfer or other disposition of defaulted receivables for
collection;

(C) the sale, lease, conveyance or disposition or other transfer of all or
substantially all of our assets as permitted under "--Important Covenants
--Merger, Consolidation and Sales of Assets;"

(D) any disposition that constitutes a change of control; or

(E) any sale, transfer or other disposition of shares of capital stock or
other ownership interests of any affiliate that is not engaged in any
activity other than the registration, holding, maintenance or protection
of trademarks and related licensing; or

(F) any sale, transfer or other disposition that does not, together with all
related sales, transfers or dispositions, involve aggregate consideration
in excess of $5.0 million.

"Average Life" means, as of the date of determination, with respect to any
Debt for borrowed money or preferred stock, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of
determination to the dates of each successive scheduled principal or
liquidation value payments of the Debt or preferred stock, respectively,
and the amount of the principal or liquidation value payments by

(2) the sum of all principal or liquidation value payments.

"Cash Equivalents" means:

(1) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America or
by any agency to the extent the obligations are backed by the full faith
and credit of the United States of America, in each case maturing within
one year from the date of the acquisition;

(2) investments in commercial paper maturing within 365 days from the date of
the acquisition and having, at the date of acquisition, the highest credit
rating obtainable from Standard & Poor's Corporation or from Moody's
Investors Service;

(3) investments in certificates of deposit, banker's acceptance and time
deposits maturing within 365 days from the date of the acquisition issued
or guaranteed by or placed with, and money market deposit accounts issued
or offered by, any domestic office of any commercial bank organized under
the laws of the United States of America or any of its States which has a
combined capital and surplus and undivided profits of not less than
$500 million;

(4) fully collateralized repurchase agreements with a term of not more than 30
days for securities described in clause (1) above and entered into with a
financial institution satisfying the criteria described in clause (3)
above; and

(5) money market funds substantially all of whose assets comprise securities
of the type described in clauses (1) through (3) above.

"change of control" means the occurrence of any of the following:

. any person or group, as the terms are used in the applicable
provisions of the Exchange Act, other than a Permitted Holder or
Permitted Holders or a person or group controlled by a Permitted
Holder or Permitted Holders, becomes the beneficial owner, as defined
in the beneficial

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ownership provisions under the Exchange Act, except that a person
shall be deemed to have beneficial ownership of all the securities
that the person has the right to acquire within one year, upon the
happening of an event or otherwise, directly or indirectly, of our
securities representing 50% or more of the combined voting power of
our then outstanding voting stock;

. the following individuals cease for any reason to constitute
more than a majority of the number of directors then serving on our
board: individuals who, on April 23, 1999, constituted our board and
any new director, other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including, but not limited to, a consent solicitation
relating to the election of our directors, whose appointment or
election by our board or nomination for election by our stockholders
was approved by the vote of at least two-thirds of the directors
then still in office or whose appointment, election or nomination
was previously so approved or recommended or made in accordance with
the terms of the stockholders' agreement; or

. our stockholders shall approve any plan of liquidation,
whether or not otherwise in compliance with the provisions of the
indenture.

"Consolidated Cash Flow" of any entity means, for any period, the
Consolidated Net Income of the entity for the period:

(1) increased, to the extent Consolidated Net Income for the period has been
reduced, by the sum of, without duplication"

(A) Consolidated Interest Expense of the entity for the period; plus

(B) consolidated income tax expense of the entity and its Restricted
Subsidiaries for the period; plus

(C) the consolidated depreciation and amortization expense of the entity
and its Restricted Subsidiaries for the period; plus

(D) any other non-cash charges of the entity and its Restricted
Subsidiaries for the period except for any non-cash charges that
represent accruals of, or reserves for, cash disbursements to be made
in any future accounting period; and

(2) decreased, to the extent Consolidated Net Income for the period has been
increased, by any non-cash gains from Asset Sales.

"Consolidated Interest Expense" for any entity means, for any period, without
duplication:

(1) the consolidated interest expense included in a consolidated income
statement, without deduction of interest or finance charge income, of the
entity and its Restricted Subsidiaries for the period calculated on a
consolidated basis in accordance with generally accepted accounting
principles, including (a) any amortization of debt discount, (b) the net
costs under hedging agreements, (c) all capitalized interest, (d) the
interest portion of any deferred payment obligation and (e) all
amortization of any premiums, fees and expenses payable in connection with
the incurrence of any Debt; plus

(2) the interest component of capital lease obligations paid, accrued and/or
scheduled to be paid or accrued, by the entity and its Restricted
Subsidiaries during the period as determined on a consolidated basis in
accordance with generally accepted accounting principles.

"Consolidated Net Income" of any entity means for any period the consolidated
net income or loss of the entity and its Restricted Subsidiaries for the period
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided, however, that there shall be excluded from:

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(1) the net income or loss of any entity acquired by the entity or a
Restricted Subsidiary of the entity in a pooling-of-interests transaction
for any period prior to the date of the transaction;

(2) the net income but not loss of any Restricted Subsidiary of the entity
which is subject to restrictions which prevent or limit the payment of
dividends or the making of distributions to the entity to the extent of
the restrictions, regardless of any waiver;

(3) the net income of any entity that is not a Restricted Subsidiary of the
entity, except to the extent of the amount of dividends or other
distributions representing the entity's proportionate share of the other
entity's net income for the period actually paid in cash to the entity by
the other entity during the period;

(4) gains or losses, other than for purposes of calculating Consolidated Net
Income under clause (c) of the first paragraph under "--Important
Covenants--Limitation on Restricted Payments," on Asset Sales by the
entity or its Restricted Subsidiaries;

(5) all extraordinary gains, but not, other than for purposes of calculating
Consolidated Net Income under clause (c) of the first paragraph under
"--Important Covenants--Limitation on Restricted Payments," losses,
determined in accordance with generally accepted accounting principles;
and

(6) in the case of a successor to the entity by consolidation or merger or as
a transferee of the entity's assets, any earnings or losses of the
successor corporation prior to the consolidation, merger or transfer of
assets.

"Debt" means without duplication, with respect to any entity, whether recourse
is to all or a portion of the assets of the entity and whether or not
contingent:

(1) every obligation of the entity for money borrowed;

(2) every obligation of the entity evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses;

(3) every reimbursement obligation of the entity with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of the entity;

(4) every obligation of the entity issued or assumed as the deferred purchase
price of property or services, but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business which are
not overdue or which are being contested in good faith;

(5) every capital lease obligation of the entity;

(6) every net obligation under hedging agreements or similar agreements of the
entity; and

(7) every obligation of the type referred to in clauses (1) through (6) of
another entity and all dividends of another entity the payment of which,
in either case, the entity has guaranteed or is responsible or liable for,
directly or indirectly, as obligor, guarantor or otherwise.

Debt shall:

(1) include the liquidation preference and any mandatory redemption payment
obligations in respect of any of our capital stock that may be converted,
exchanged or redeemed on or before April 15, 2010 and any Restricted
Subsidiary and any preferred stock of any of our subsidiaries;

(2) never be calculated taking into account any cash and Cash Equivalents held
by the entities;

(3) not include obligations arising from our agreements or agreement of a
Restricted Subsidiary to provide for

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indemnification, adjustment of purchase price, earn-out or other similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business or assets of a Restricted Subsidiary.

The amount of any Debt outstanding as of any date shall be:

(1) the accreted value of the indebtedness, in the case of any Debt issued
with original issue discount;

(2) the principal amount of the indebtedness, in the case of any Debt other
than Debt issued with original issue discount; and

(3) the greater of the maximum repurchase or redemption price or liquidation
preference of the indebtedness, in the case of any capital stock that may
be converted, exchanged or redeemed on or before April 15, 2010 or
preferred stock.

"Excluded Cash Proceeds" means the first $128 million of net cash proceeds
received by us subsequent to the date of the indenture from capital
contributions in respect of our capital stock or from the issue or sale, other
than to a Restricted Subsidiary, of our capital stock, which capital stock may
not be converted, exchanged or redeemed until April 16, 2010.

"hedging agreement" means any interest rate, currency or commodity swap
agreement, interest rate, currency or commodity future agreement, interest rate
cap or collar agreement, interest rate, currency or commodity hedge agreement
and any put, call or other agreement designed to protect against fluctuations in
interest rates, currency exchange rates or commodity prices.

"incur" means, with respect to any Debt or other obligation of any entity, to
create, issue, incur, including by conversion, exchange or otherwise, assume,
guarantee or otherwise become liable in respect of the Debt or other obligation
or the recording, as required under generally accepted accounting principles or
otherwise, of any Debt or other obligation on the balance sheet of the entity,
and "incurrence," "incurred" and "incurring" shall have meanings correlative to
the foregoing. Debt of any entity or any of its Restricted Subsidiaries existing
at the time the entity becomes a Restricted Subsidiary, or is merged into, or
consolidates with, us or any Restricted Subsidiary, whether or not the Debt was
incurred in connection with, or in contemplation of, the entity becoming a
Restricted Subsidiary, or being merged into, or consolidated with, us or any
Restricted Subsidiary, shall be deemed incurred at the time any the entity
becomes a Restricted Subsidiary or merges into, or consolidates with, us or any
Restricted Subsidiary.

"Ineligible Subsidiary" means:

(1) any special purpose subsidiary;

(2) any of our subsidiary guarantors;

(3) any of our subsidiaries that, directly or indirectly, own any capital
stock or other ownership interests or Debt of or own or hold any Lien on
any property of, us or any of our other subsidiaries that is not a
subsidiary of the subsidiary to be so designated; and

(4) any of our subsidiaries that, directly or indirectly, own any capital
stock or other ownership interests or Debt of, or own or hold any Lien on
any property of, any other subsidiaries that is not eligible to be
designated as an Unrestricted Subsidiary.

"Investment" in any entity means any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to, by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others or otherwise, or purchase or
acquisition of capital stock or other ownership interests, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other entity.

"Lien" means, with respect to any property or assets, any mortgage or deed of
trust, pledge, hypothecation,

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assignment, security interest, lien, charge, easement other than any easement
not materially impairing usefulness or marketability, encumbrance, preference,
priority or other security agreement with respect to the property or assets,
including any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing.

"Net Available Proceeds" from any Asset Sale by any entity means cash or
readily marketable Cash Equivalents received, including by way of sale or
discounting of a note, installment receivable or other receivable, but excluding
any other consideration received in the form of assumption by the acquiror of
Debt or other obligations relating to the properties or assets or received in
any other non-cash form, from the Asset Sale by the entity, including any cash
received by way of deferred payment or upon the monetization or other
disposition of any non-cash consideration, including notes or other securities
received in connection with the Asset Sale, net of:

(1) all legal, title and recording tax expenses, commissions and other fees
and expenses incurred and all federal, state, foreign and local taxes
required to be accrued as a liability as a consequence of the Asset Sale;

(2) all payments made by the entity or any of its Restricted Subsidiaries on
any Debt which is secured by the assets in accordance with the terms of
any Lien upon or with respect to the assets or which must, by the terms of
the Lien, or in order to obtain a necessary consent to the Asset Sale or
by applicable law, be repaid out of the proceeds from the Asset Sale;

(3) all payments made with respect to liabilities associated with the assets
which are the subject of the Asset Sale, including trade payables and
other accrued liabilities;

(4) appropriate amounts to be provided by the entity or any Restricted
Subsidiary, as the case may be, as a reserve in accordance with generally
accepted accounting principles against any liabilities associated with the
assets and retained by the entity or any Restricted Subsidiary, as the
case may be, after the Asset Sale, including liabilities under any
indemnification obligations and severance and other employee termination
costs associated with the Asset Sale, until the time as the amounts are no
longer reserved or the reserve is no longer necessary at which time any
remaining amounts will become Net Available Proceeds to be allocated in
accordance with the provisions of clause (3) of the covenant described
under "--Important Covenants--Limitation on Asset Sales"; and

(5) all distributions and other payments made to minority interest holders in
Restricted Subsidiaries of the entity or joint ventures as a result of the
Asset Sale.

"Net Investment" means the excess of:

(1) the aggregate amount of all Investments made in any Unrestricted
Subsidiary or joint venture by us or any Restricted Subsidiary on or after
the date of the indenture, in the case of an Investment made other than in
cash, the amount shall be the fair market value of the Investment as
determined in good faith by our board or the board of the Restricted
Subsidiary; over

(2) the aggregate amount returned in cash on or with respect to the
Investments whether through interest payments, principal payments,
dividends or other distributions or payments; provided, however, that the
payments or distributions shall not be, and have not been, included in
clause (c) of the first paragraph described under "--Important Covenants--
Limitation on Restricted Payments;" provided further that, with respect to
all Investments made in any Unrestricted Subsidiary or joint venture, the
amounts referred to in clause (1) above with respect to the Investments
shall not exceed the aggregate amount of all Investments made in the
Unrestricted Subsidiary or joint venture.

"our Designated Senior Debt" means:

(1) so long as outstanding, indebtedness under our senior credit facilities;
and

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(2) so long as outstanding, any other Senior Debt which has at the time of
initial issuance an aggregate outstanding principal amount in excess of
$25.0 million and which has been so designated as Designated Senior Debt
by our board at the time of its initial issuance in a resolution delivered
to the trustee. "Designated Senior Debt" of our subsidiary guarantors has
a correlative meaning.

"Permitted Asset Swap" means any exchange of assets by us or a Restricted
Subsidiary where we and/or our Restricted Subsidiaries receive consideration at
least 75% of which consists of:

(1) cash;

(2) assets that are used or useful in a Permitted Business; or

(3) any combination of cash and assets.

"Permitted Business" means:

(1) the delivery or distribution of telecommunications, voice, data or video
services;

(2) any business or activity reasonably related or ancillary to, including any
business conducted by us or any Restricted Subsidiary on the date of the
indenture and the acquisition, holding or exploitation of any license
relating to the delivery of the services described in clause (1) above; or

(3) any other business or activity in which we and the Restricted Subsidiaries
are expressly contemplated to be engaged under the provisions of our
certificate of incorporation and bylaws in effect on the date of the
indenture.

"Permitted Holder" means:

(1) each of AT&T Wireless, TWR Cellular, our cash equity investors, Mr. Vento,
Mr. Sullivan, Digital PCS, Wireless 2000 and any of their respective
affiliates and the respective successors by merger, consolidation,
transfer or otherwise to all or substantially all of the respective
businesses and assets of any of the foregoing; and

(2) any "person" or "group" as the terms are used in the applicable provisions
of the Exchange Act pertaining to beneficial ownership reporting
controlled by one or more persons identified in clause (1) above.

"Permitted Investments" means:

(1) Investments in Cash Equivalents;

(2) Investments representing capital stock or other ownership interests or
obligations issued to us or any Restricted Subsidiary in the course of the
good faith settlement of claims against any other entity or by reason of a
composition or readjustment of debt or a reorganization of any debtor of
us or any Restricted Subsidiary;

(3) deposits including interest-bearing deposits, maintained in the ordinary
course of business in banks;

(4) any Investment in any entity; provided, however, that, after giving effect
to the Investment, the entity is or becomes a Restricted Subsidiary or the
entity is merged, consolidated or amalgamated with or into, or transfers
or conveys substantially all of its assets to, or is liquidated into, us
or a Restricted Subsidiary;

(5) trade receivables and prepaid expenses, in each case arising in the
ordinary course of business; provided, however, that the receivables and
prepaid expenses would be recorded as assets of the entity in accordance
with generally accepted accounting principles;

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(6) endorsements for collection or deposit in the ordinary course of business
by the entity of bank drafts and similar negotiable instruments of the
other entity received as payment for ordinary course of business trade
receivables;

(7) any interest rate agreements with an unaffiliated entity otherwise
permitted by clause (5) or (6) under "--Important Covenants--Limitation
on Incurrence of Debt;"

(8) Investments received as consideration for an Asset Sale in compliance
with the provisions of the indenture described under "--Important
Covenants--Limitation on Asset Sales;"

(9) loans or advances to employees of us or any Restricted Subsidiary in the
ordinary course of business in an aggregate amount not to exceed $5.0
million in the aggregate at any one time outstanding;

(10) any Investment acquired by us or any of our Restricted Subsidiaries as a
result of a foreclosure by us or any of our Restricted Subsidiaries or in
connection with the settlement of any outstanding Debt or trade payable;

(11) loans and advances to officers, directors and employees for business-
related travel expense, moving expense and other similar expenses, each
incurred in the ordinary course of business; and

(12) other Investments with each Investment being valued as of the date made
and without giving effect to subsequent changes in value in an aggregate
amount not to exceed $7.5 million at any one time outstanding.

"Refinancing Debt" means Debt that is incurred to refund, refinance, replace,
renew, repay or extend, including under any defeasance or discharge mechanism,
any of our Debt or any Restricted Subsidiary existing on the date of the
indenture or incurred in compliance with the indenture, including our Debt that
refinances Refinancing Debt; provided, however, that:

(1) the Refinancing Debt has a stated maturity no earlier than the stated
maturity of the Debt being refinanced;

(2) the Refinancing Debt has an Average Life at the time the Refinancing Debt
is incurred that is equal to or greater than the Average Life of the Debt
being refinanced;

(3) the Refinancing Debt is incurred in an aggregate principal amount, or if
issued with original issue discount, an aggregate issue price, that is
equal to or less than the aggregate principal amount, or if issued with
original issue discount, the aggregate accreted value, then outstanding
of the Debt being refinanced plus the amount of any premium required to
be paid in connection with the Refinancing under the terms of the Debt
being refinanced or the amount of any premium reasonably determined by
the issuer of the Debt as necessary to accomplish the Refinancing by
means of a tender offer, exchange offer or privately negotiated
repurchase, plus the expenses of the issuer reasonably incurred in
connection with the Refinancing; and

(4) if the Debt being refinanced is pari passu with the notes, the
Refinancing Debt is made pari passu with, or subordinate in right of
payment to, the notes, and, if the Debt being refinanced is subordinate
in right of payment to the notes, the Refinancing Debt is subordinate in
right of payment to the notes on terms no less favorable to the holders
of notes than those contained in the Debt being refinanced;

provided further, however, that Refinancing Debt shall not include:

(A) Debt of a Restricted Subsidiary that refinances our Debt; or

(B) Our Debt or Debt of a Restricted Subsidiary that refinances Debt of an
Unrestricted Subsidiary.

"Restricted Subsidiary" means any of our subsidiaries other than an
Unrestricted Subsidiary.

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"Sale/Leaseback Transaction" means an arrangement relating to property owned
on the date of the indenture or acquired by us or a Restricted Subsidiary after
the date of the indenture that involves our or a Restricted Subsidiary's
transferring of the property to a person or entity and our or the Restricted
Subsidiary's leasing it from the a person or entity, other than leases between
us and a wholly owned subsidiary or between wholly owned subsidiaries.

"Senior Debt" means the principal of, premium and accrued and unpaid interest
on, and fees and other amounts owing under our senior credit facilities and all
of our other Debt, including debt to the FCC, whether outstanding on the date of
the indenture or thereafter incurred, unless in the instrument creating or
evidencing the same or under which the same is outstanding it is provided that
such obligations are not superior in right of payment to the notes; Senior Debt
includes interest accruing on or after our filing of any petition in bankruptcy
or for our reorganization, regardless of whether or not a claim for post-filing
interest is allowed in such proceedings, but does not include:

. any of our obligations to any of our subsidiaries;

. any liability for federal, state, local or other taxes that
we owe;

. any accounts payable or other liability to trade creditors
arising the ordinary course of business, including guarantees of or
instruments evidencing the liabilities;

. any of our Debt or obligations, and any accrued and unpaid
interest in respect of the Debt or obligations, that by its terms is
subordinate or junior in any respect to any of our other Debt or
obligations, including any of our senior subordinated debt and any
of our subordinated debt;

. any obligations with respect to any capital stock or other
ownership interests; or

. any Debt incurred in violation of the indenture.

"Senior Debt" of our subsidiary guarantor has a correlative meaning.

"Strategic Equity Investor" means any of the cash equity investors, any
affiliate of any cash equity investor, any other entity engaged in a Permitted
Business whose Total Equity Market Capitalization exceeds $500 million or any
other entity who has at least $100 million total funds under management and who
has issued an irrevocable, unconditional commitment to purchase our capital
stock that may not be converted, exchanged or redeemed until April 16, 2010 for
an aggregate purchase price that does not exceed 20% of the value of the funds
under management by the entity.

"Total Consolidated Debt" means, at any date of determination, an amount equal
to:

(1) the accreted value of all Debt, in the case of any Debt issued with
original issue discount; plus

(2) the principal amount of all Debt, in the case of any other Debt,

of us and our Restricted Subsidiaries outstanding as of the date of
determination; provided, however, that no amount owing by us or any of our
Restricted Subsidiaries in respect of any Lucent series A notes outstanding as
of the date of determination shall be included in the determination of Total
Consolidated Debt.

"Total Equity Market Capitalization" of any entity means, as of any day of
determination, the sum of:

(a) the product of:

(1) the aggregate number of outstanding primary shares of common stock of
the entity on the day, which shall not include any options or
warrants on, or securities convertible or exchangeable into, shares
of common stock of the entity, multiplied by

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(2) the average closing price of the common stock listed on a national
securities exchange or the Nasdaq National Market System over the 20
consecutive business days immediately preceding the day, plus

(b) the liquidation value of any outstanding shares of preferred stock of the
entity on the day.

"Total Invested Capital" means, as of any date of determination, the sum of,
without duplication:

(1) the total amount of equity contributed to us as of the date of the
indenture, as described on our December 31, 1998 consolidated balance
sheet; plus

(2) irrevocable, unconditional commitments from any Strategic Equity Investor
to purchase our capital stock that may not be converted, exchanged or
redeemed until April 16, 2010, within 36 months of the date of issuance
of the commitment, but in any event not later than April 15, 2009;
provided, however, that the commitments shall exclude commitments related
to any Investment in any entity incorporated, formed or created for the
purpose of acquiring one or more licenses covering or adjacent to where
we or a Restricted Subsidiary owns a license unless the entity shall
become a Restricted Subsidiary; plus

(3) the aggregate net cash proceeds received by us from capital contributions
or the issuance or sale of our capital stock that may not be converted,
exchanged or redeemed until April 16, 2010, but including capital stock
issued upon the conversion of convertible Debt or upon the exercise of
options, warrants or rights to purchase capital stock, subsequent to the
date of the indenture, other than issuances or sales of capital stock to
a Restricted Subsidiary and other than capital contributions from, or
issuances or sales of capital stock to, any Strategic Equity Investor in
connection with:

(a) any Investment in any entity incorporated, formed or created for the
purpose of acquiring one or more licenses covering or adjacent to
where we or a Restricted Subsidiary owns a license; and

(b) any Investment in any entity engaged in a Permitted Business,

unless, in either case, the entity shall become a Restricted Subsidiary;
provided, however, such aggregate net cash proceeds shall exclude any amounts
included as commitments to purchase our capital stock in the preceding clause
(2); plus

(4) the fair market value of assets that are used or useful in a Permitted
Business or of the capital stock or other ownership interests of an
entity engaged in a Permitted Business received by us as a capital
contribution or in exchange for our capital stock that may not be
converted, exchanged or redeemed until April 16, 2010, subsequent to the
date of the indenture, other than:

(x) capital contributions from a Restricted Subsidiary or issuance or
sales of our capital stock to a Restricted Subsidiary; or

(y) the proceeds from the sale of our capital stock that may not be
converted, exchanged or redeemed until April 16, 2010 to an employee
stock ownership plan or other trust established by us or any of our
subsidiaries;

plus

(5) the aggregate net cash proceeds received by us or any Restricted
Subsidiary from the sale, disposition or repayment of any Investment made
after the date of the indenture and constituting a Restricted Payment in
an amount equal to the lesser of:

(a) the return of capital with respect to such Investment; and

(b) the initial amount of such Investment, in either case, less the cost
of the disposition of such

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Investment;

plus

(6) an amount equal to the consolidated Net Investment of us and/or any of our
Restricted Subsidiaries in any Subsidiary that has been designated as an
Unrestricted Subsidiary after the date of the indenture upon its
redesignation as a Restricted Subsidiary in accordance with the covenant
described under "--Important Covenants--Limitation on Designations of
Unrestricted Subsidiaries;" plus

(7) cash proceeds from the sale to Lucent of the Lucent series A notes, less
payments made by us or any of our subsidiaries with respect to Lucent
series A notes, other than payments of additional Lucent series A notes;
plus

(8) Total Consolidated Debt; minus

(9) the aggregate amount of all Restricted Payments including any designation
amount, but other than a Restricted Payment of the type referred to in
clause (3)(b) of the third paragraph of the covenant described under "--
Important Covenants--Limitations on Restricted Payments," declared or made
on or after the date of the indenture.

"Unrestricted Subsidiary" means:

(1) any of our subsidiaries, other than an Ineligible Subsidiary, so
designated after the date of the indenture as such under, and in
compliance with, the covenant described under "--Important Covenants--
Limitation on Designations of Unrestricted subsidiaries"; and

(2) any affiliate that is not engaged in any activity other than the
registration, holding, maintenance or protection of trademarks and related
licensing.

Any designation of any of our subsidiaries may be revoked by a resolution of
our board delivered to the trustee certifying compliance with the covenant,
subject to the provisions of the covenant.

"vendor credit arrangement" means any Debt, including Debt under any credit
facility entered into with any vendor or supplier or any financial institution
acting on behalf of the vendor or supplier; provided that the net proceeds of
the Debt are used solely for the purpose of financing the cost, including the
cost of design, development, site acquisition, construction, integration,
handset manufacture or acquisition or microwave relocation, of assets used or
usable in a Permitted Business, including through the acquisition of capital
stock or other ownership interests of an entity engaged in a Permitted Business.

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U.S. FEDERAL TAX CONSIDERATIONS

The following is a discussion of material U.S. federal income and estate tax
consequences of the acquisition, ownership, disposition and exchange of the
notes. Unless otherwise stated, this discussion is limited to the tax
consequences to those holders who are initial purchasers of the notes and who
hold the notes as capital assets within the meaning of the applicable provision
of the Internal Revenue Code. For purposes of this discussion, a U.S. holder
means a holder that, for U.S. Federal income tax purposes, is:

. a U.S. citizen or resident;

. a corporation, partnership or other entity created or
organized in or under the laws of the United States or any
political subdivision;

. an estate the income of which is subject to U.S. Federal
income taxation regardless of its source; or

. a trust if:

. a U.S. court exercises primary jurisdiction over its
administration; and

. one or more United States persons, as defined in the
Internal Revenue Code, has the authority to control
all substantial decisions.

A non-U.S. holder is any holder other than a U.S. holder.

The discussion does not address specific tax consequences that may be relevant
to particular persons, including, for example:

. financial institutions;

. broker-dealers;

. insurance companies;

. tax-exempt organizations; and

. persons in special situations, such as those who hold the
notes as part of a straddle, hedge, conversion transaction, or
other integrated investment.

In addition, this discussion does not address U.S. federal alternative minimum
tax consequences or any aspect of state, local or foreign taxation. This
discussion is based upon the Internal Revenue Code, the Treasury regulations
promulgated under, and administrative and judicial interpretations of the
Internal Revenue Code and regulations, all of which are subject to change,
possibly on a retroactive basis.

We have not sought and will not seek any rulings from the IRS with respect to
the notes. There can be no assurance that the IRS will not take a different
position concerning the tax consequences of the purchase, ownership or
disposition of the notes or that a court would not sustain the IRS's position.

Prospective purchasers of the notes are urged to consult their tax advisors
concerning the U.S. federal income tax consequences to them of acquiring,
owning, disposing and exchanging of the notes, as well as the application of
state, local and foreign income and other tax laws and of any change in federal
tax law or administrative or judicial interpretation of the law since the date
of this prospectus.

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Characterization of the Notes

We will treat the notes as indebtedness for U.S. federal income tax purposes,
and the following discussion assumes that the treatment will be respected.
Accordingly, under the Internal Revenue Code, a holder also will generally be
required to treat the notes as indebtedness. A holder taking an inconsistent
position must expressly disclose the fact in the holder's return.

Tax Consequences to U.S. Holders

Original Issue Discount. The notes were treated as issued with original
issue discount. All U.S. holders, regardless of their method of accounting for
tax purposes, will be required to include original issue discount in income as
it accrues. The inclusion of the original issue discount in gross income will
occur in advance of the receipt of some or all of the related cash payments,
whether labeled as interest or otherwise. Original issue discount will generally
be treated as interest income to a U.S. holder and will accrue on a constant
yield-to-maturity basis over the life of the notes, as discussed below.

The amount of original issue discount with respect to a note will be equal to
the excess of the stated redemption price at maturity of the note over its issue
price. The stated redemption price at maturity of a debt instrument generally
includes all cash payments, including principal and interest, required to be
made with respect to the debt instrument through its maturity, other than
qualified stated interest. Qualified stated interest is generally defined as
stated interest that is unconditionally payable in cash or other property, other
than debt instruments of the issuer, at least annually and at a single fixed
rate that appropriately takes into account the lengths of intervals between
payments. The stated interest on the note will not qualify as qualified stated
interest, and thus the stated redemption price at maturity of a note will
include all cash payments of principal and interest through maturity. The issue
price of the note will be the first price at which a substantial portion are
sold to investors, excluding bond houses, brokers, or similar persons acting as
underwriters, placement agents, or wholesalers, for cash.

Taxation of Original Issue Discount. The amount of original issue discount
accruing to and includible in income by a U.S. holder of a note will be the sum
of the daily portions of original issue discount with respect to the note for
each day during the taxable year or portion of the taxable year on which the
holder owns the note. The daily portion is determined by allocating to each day
in any accrual period a pro rata portion of the original issue discount
allocable to that accrual period. The accrual periods are periods of any length
and may vary in length over the term of a note, provided that each accrual
period is no longer than one year and each scheduled payment of principal or
interest occurs either on the final day or on the first day of an accrual
period. The amount of original issue discount accruing during any accrual
period with respect to a note will be equal to the product of:

(x) the adjusted issue price of the note at the beginning of that accrual
period; and

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(y) the yield to maturity of the note,

taking into account the length of the accrual period. The adjusted issue price
of a note at the beginning of its first accrual period will be equal to its
issue price. The adjusted issue price at the beginning of any subsequent accrual
period will be equal to:

(1) the adjusted issue price at the beginning of the prior accrual period;
plus

(2) the amount of original issue discount accrued during the prior accrual
period; minus

(3) any payments made on the note during the prior accrual period.

The yield to maturity of a note is the discount rate that, when used in
computing the present value of all principal and interest payments to be made on
the note, produces an amount equal to the issue price of the note.

Original issue discount allocable to a final accrual period is the difference
between the amount payable at maturity and the adjusted issue price at the
beginning of the final accrual period. If all accrual periods are of equal
length, except for an initial short accrual period, the amount of original issue
discount allocable to the initial short accrual period may be computed under any
reasonable method.

We are required to report the amount of original issue discount accrued on the
notes held of record by persons other than corporations and other particular
holders. See "--Information Reporting and Backup Withholding." Because stated
interest on the note is taken into account in the accrual of original issue
discount, a U.S. holder will not be required to recognize any income upon
receipt of interest payments on the notes The tax basis of a note in the hands
of a U.S. holder will be increased by the amount of original issue discount, if
any, on the note that is included in the U.S. holder's income under these rules
and will be decreased by the amount of any payments, whether stated as interest
or principal, made with respect to the note.

Acquisition Premium. A subsequent U.S. holder of a note is generally subject
to the rules for accruing original issue discount described above. However, if
the U.S. holder's purchase price for the note exceeds the adjusted issue price
but is less than or equal to the sum of all amounts payable on the note after
the purchase date, the excess is acquisition premium and is subject to special
rules.

Acquisition premium ratably offsets the amount of accrued original issue
discount otherwise includible in the U.S. holder's taxable income, i.e., the
U.S. holder may reduce the daily portions of original issue discount by a
fraction, the numerator of which is the excess of the U.S. holder's purchase
price for the note over the adjusted issue price, and the denominator of which
is the excess of the sum of all amounts payable on the note after the purchase
date over the note's adjusted issue price. As an alternative to reducing the
amount of original issue discount otherwise includible in income by this
fraction, the U.S. holder may elect to compute original issue discount accruals
by treating the purchase as a purchase at original issuance and applying the
constant yield method described above under "Taxation of Original Issue
Discount."

Market Discount. Under the market discount rules of the Internal Revenue
Code, a U.S. holder who purchases a note at a market discount will generally be
required to treat any gain recognized on the disposition of the note as ordinary
income to the extent of the lesser of the gain or the portion of the market
discount that accrued during the period that the U.S. holder held the note.
Market discount is generally defined as the amount by which a U.S. holder's
purchase price for a note is less than the revised issue price of the note on
the date of purchase, subject to a statutory de minimis exception. A note's
revised issue price equals the sum of the issue price of the note and the
aggregate amount of the original issue discount includible in the gross income
of all holders of the note for periods before the acquisition of the note by the
holder, likely reduced, although the Internal Revenue Code does not expressly so
provide, by any cash payment in respect of the note. A U.S. holder who acquires
a note at a market discount may be required to defer a portion of any interest
expense that otherwise may be deductible on any indebtedness incurred or
continued to purchase or carry the note until the U.S. holder disposes of the
note in a taxable transaction.

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A U.S. holder who has elected under applicable Internal Revenue Code
provisions to include market discount in income annually as the discount accrues
will not, however, be required to treat any gain recognized as ordinary income
or to defer any deductions for interest expense under these rules. A U.S.
holder's tax basis in a note is increased by each accrual of amounts treated as
market discount. This election to include market discount in income currently,
once made, applies to all market discount obligations acquired on or after the
first day of the taxable year to which the election applies and may not be
revoked without the consent of the IRS. Holders should consult their tax
advisors as to the portion of any gain that would be taxable as ordinary income
under these provisions and any other consequences of the market discount rules
that may apply to them in particular.

Election to Treat All Interest as Original Issue Discount. U.S. holders may
elect to include in gross income all amounts in the nature of interest that
accrue on a note, including any stated interest, acquisition discount, original
issue discount, market discount, de minimis original issue discount, de minimis
market discount and unstated interest, as adjusted by amortizable bond premium
and acquisition premium, by using the constant yield method described above
under "Taxation of Original Issue Discount." An election for a note with
amortizable bond premium results in a deemed election to amortize bond premium
for all debt instruments owned and later acquired by the U.S. holder with
amortizable bond premium and may be revoked only with the permission of the IRS.
Similarly, an election for a note with market discount results in a deemed
election to accrue market discount in income currently for the note and for all
other bonds acquired by the U.S. holder with market discount on or after the
first day of the taxable year to which the election first applies, and may be
revoked only with permission of the IRS. A U.S. holder's tax basis in a note is
increased by each accrual of the amounts treated as original issue discount
under the constant yield election described in this paragraph.

Change of Control. In the event of a change of control, the holders will
have the right to require us to purchase their notes. The Treasury regulations
provide that the right of holders of the notes to require redemption of the
notes upon the occurrence of a change of control will not affect the yield or
maturity date of the notes unless, based on all the facts and circumstances as
of the issue date, it is more likely than not that a change of control giving
rise to the redemption right will occur. We do not intend to treat this
redemption provision of the notes as affecting the computation of the yield to
maturity of the notes.

Redemption of Notes. We may redeem the notes at any time on or after a
specified date, and, in some circumstances, may redeem or repurchase all or a
portion of the notes any time prior to the maturity date. Under Treasury
regulations, we are deemed to exercise any option to redeem if the exercise of
the option would lower the yield of the debt instrument. We believe, and intend
to take the position, that we will not be treated as having exercised an option
to redeem under these rules.

Sale, Redemption, Exchange or Retirement of the Notes. Upon the sale,
redemption, exchange or retirement of the notes, a U.S. holder will recognize
gain or loss equal to the difference between:

(1) the amount of cash and the fair market value of property received upon the
sale, redemption, exchange or retirement; and

(2) the U.S. holder's adjusted tax basis in the notes.

A U.S. holder's adjusted tax basis in the notes will generally be the U.S.
holder's cost therefor increased by the amount of original issue discount
previously accrued on the notes through the sale, redemption, exchange or
retirement date and decreased by the amount of all prior cash payments received
with respect to the notes.

Gain or loss recognized by a U.S. holder on the sale, redemption, exchange, or
retirement of the notes will be capital gain or loss, except to the extent it
constitutes accrued but unrecognized market discount, and will be long-term
capital gain or loss if the notes have been held by the U.S. holder for more
than one year.

U.S. Tax Consequences to Non-U.S. Holders

For purposes of the following discussion, interest income, original issue
discount and gain on the sale,

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redemption, exchange or retirement of a note will be U.S. trade or business
income if the income or gain is effectively connected with a trade or business
carried on by the non-U.S. holder within the United States.

Interest and Original Issue Discount. In general, any interest or original
issue discount paid to a non-U.S. holder of a note will not be subject to U.S.
federal income tax if:

(1) the interest or original issue discount is not U.S. trade or business
income; and

(2) the interest or original issue discount qualifies as portfolio interest.

Interest or original issue discount on the notes generally will qualify as
portfolio interest if:

(1) the non-U.S. holder does not actually or constructively own 10% or more of
the total combined voting power of all classes of our stock entitled to
vote;

(2) the non-U.S. holder is not a controlled foreign corporation as defined in
the Internal Revenue Code with respect to which we are a related person
within the meaning of the Internal Revenue Code; and

(3) either:

(A) the non-U.S. holder certifies to us or our agent under penalties of
perjury that it is not a U.S. person and the certificate provides the
non-U.S. holder's name and address, or

(B) in the case of a note held by a securities clearing organization or
bank that holds customers' securities in the ordinary course of its
trade or business, the financial institution certifies to us or our
agent under penalties of perjury that the certificate has been received
from the non-U.S. holder by it or by another financial institution and
the financial institution furnishes the payor with a copy of the non-
U.S. holder's certificate.

Under recently finalized Treasury Regulations, the certification requirements
described above may also be satisfied with other documentary evidence for
interest paid after January 1, 2001, with respect to an offshore account or
through foreign intermediaries.

If the interest or original issue discount neither qualifies as portfolio
interest nor is treated as U.S. trade or business income, the gross amount of
the payment generally will be subject to U.S. withholding tax at the rate of 30%
unless the rate is reduced or eliminated by an applicable income tax treaty.
U.S. trade or business income generally will be subject to U.S. federal income
tax at regular rates in the same manner as if the non-U.S. holder were a U.S.
holder, and, in the case of a non-U.S. holder that is a corporation, the income,
under some circumstances, may be subject to an additional branch profits tax at
a 30% rate or the lower rate as may be applicable under an income tax treaty,
but the income generally will not be subject to the 30% withholding tax. To
claim the benefit of a lower or zero withholding rate under an income tax treaty
or to claim exemption from withholding because the income is U.S. trade or
business income, the non-U.S. holder must provide the payor with a properly
executed IRS Form 1001 or 4224, respectively or, in the case of payments after
December 31, 1999, IRS Form W-8, prior to the payment of interest or original
issue discount.

Sale, Exchange, Redemption, or Other Disposition of a Note. Any gain
realized by a non-U.S. holder on the sale, redemption, exchange or other
disposition of a note generally will not be subject to U.S. federal income or
withholding taxes unless:

(1) the gain is effectively connected with the conduct of a trade or business
in the United States by the non-U.S. holder; or

(2) in the case of an individual, the non-U.S. holder is present in the United
States for 183 days or more and other conditions are met.

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U.S. Federal Estate Tax. In general, notes held by an individual who is
neither a citizen nor a resident of the United States for U.S. federal estate
tax purposes at the time of the individual's death will not be subject to U.S.
federal estate tax unless the income from the notes was effectively connected
with a U.S. trade or business of the individual or would not qualify as
portfolio interest, without regard to the certification requirements, if
received by the individual at the time of his or her death.

Information Reporting and Backup Withholding

We will be required to report annually to the IRS, and to each holder of
record, the amount of original issue discount paid on the notes, and the amount
withheld for federal income taxes, if any, for each calendar year, except as to
exempt holders, generally, corporations, tax-exempt organizations, qualified
pension and profit-sharing trusts, individual retirement accounts, or
nonresident aliens who provide certification as to their status. Each holder,
other than holders who are not subject to the reporting requirements, will be
required to provide to us, under penalties of perjury, a certificate containing
the holder's name, address, correct federal taxpayer identification number and a
statement that the holder is not subject to backup withholding. Should a
nonexempt holder fail to provide the required certificate, we will be required
to withhold 31% of the original issue discount otherwise payable to the holder
and to remit the withheld amount to the IRS as a credit against the holder's
federal income tax liability.

In the case of payments of original issue discount to non-U.S. holders,
temporary Treasury regulations provide that the 31% backup withholding tax and
information reporting will not apply to the payments with respect to which the
requisite certification, as described above, for the exemption from the 30%
withholding tax, has been received or an exemption has otherwise been
established; provided that neither we nor our payment agent have actual
knowledge that the holder is a U.S. person or that the conditions of any other
exemption are not in fact satisfied. Under temporary Treasury regulations, these
information reporting and backup withholding requirements will apply, however,
to the gross proceeds paid to a non-U.S. holder on the disposition of notes by
or through a U.S. office of a U.S. or foreign broker, unless the holder
certifies to the broker under penalties of perjury as to its name, address and
status as a foreign person or the holder otherwise establishes an exemption.
Information reporting requirements will also apply to a payment of the proceeds
of a disposition of notes by or through a foreign office of a U.S. broker or
foreign brokers with particular types of relationships to the United States
unless the broker has documentary evidence in its file that the holder is not a
U.S. person, and the broker has no actual knowledge to the contrary, or the
holder establishes an exception; backup withholding will not apply to the
payment, absent actual knowledge that the holder is a U.S. holder. Neither
information reporting nor backup withholding generally will apply to a payment
of the proceeds of a disposition of notes by or through a foreign office of a
foreign broker not subject to the previous sentence.

The Treasury Department recently promulgated final regulations regarding the
withholding and information reporting rules relating to non-U.S. holders
discussed above. In general, the final regulations do not significantly alter
the substantive withholding and information reporting requirements but rather
unify current certification procedures and forms and clarify reliance standards.
The final regulations are generally effective for payments made after January 1,
2001, subject to transition rules. Non-U.S. holders should consult their own tax
advisors with respect to the impact, if any, of the new final regulations.

Applicable High Yield Discount Obligations

The Internal Revenue Code provides that the yield with respect to applicable
high yield discount obligations will be bifurcated into two elements:

(1) an interest element that is deductible by the issuer only when paid,
generally in cash; and

(2) a disqualified portion, if any, for which the issuer receives no
deduction.

A U.S. holder of an applicable high yield discount obligation must continue to
include interest or original issue discount on the obligation in income as it
accrues. A corporate U.S. holder of the obligation, however, is allowed to claim
a dividends-received deduction for the part of the disqualified portion, if any,
that would have been treated as a dividend had it been distributed to the holder
by the issuing corporation with respect to its stock.

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The deduction by us of original issue discount on the notes will be limited if
the notes constitute applicable high yield discount obligations. A note will be
an applicable high yield discount obligation if:

(1) its yield to maturity equals or exceeds the sum of:

(x) the long-term applicable federal rate for the month in which it was
issued; and

(y) 5%; and

(2) the note has significant original issue discount.

A note will have significant original issue discount if:

(1) the aggregate amount that would be included in gross income with respect
to the note for periods before the close of any accrual period that ends
more than five years after the date of issue exceeds

(2) the sum of:

(x) the aggregate amount of interest to be paid, generally in cash, under
the note before the close of the accrual period; and

(y) the product of the note's issue price and its yield to maturity.

If the notes are applicable high yield discount obligations, the disqualified
portion of original issue discount will equal the lesser of:

(x) the amount of the original issue discount on the note; and

(y) the product of the total original issue discount on the notes and a
fraction, the numerator of which is:

(a) the yield to maturity; minus

(b) the sum of 6% and the long-term applicable federal rate in effect
for the month in which the notes are issued,

and the denominator of which is the yield to maturity.

Corporate U.S. holders generally will be eligible for the dividends-received
deduction with respect to any disqualified portion of original issue discount on
a note to the extent of our accumulated or current earnings and profits, if any.
The availability of the dividends-received deduction is subject to a number of
complex limitations. Although the issue is not totally clear, any amount
qualifying as a dividend should not be subject to extraordinary dividend
treatment under the Internal Revenue Code. Corporate U.S. holders should
consult their tax advisors concerning the availability of the dividends-received
deduction.

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BOOK-ENTRY; DELIVERY AND FORM

The notes are represented by a permanent global certificate in definitive,
fully registered form. The global note is registered in the name of a nominee of
the Depository Trust Company.

Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of the Depository Trust
Company, Euroclear and Cedel described below are provided solely as a matter of
convenience. These operations and procedures are solely within the control of
the respective settlement systems, and are subject to change by them from time
to time. Neither we nor any of the initial purchasers of the outstanding notes
takes any responsibility for these operations or procedures, and investors are
urged to contact the relevant system or its participants directly to discuss
these matters.

The Depository Trust Company has advised us that it is:

. a limited purpose trust company organized under the laws of the
State of New York;

. a "banking organization" within the meaning of the New York Banking
Law;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the Uniform
Commercial Code; and

. a "clearing agency" registered under the Exchange Act.

The Depository Trust Company was created to hold securities for its
participants and facilitates the clearance and settlement of securities
transactions between participants through electronic book-entry changes to the
accounts of its participants, eliminating the need for physical transfer and
delivery of certificates. The Depository Trust Company's participants include
securities brokers and dealers, including the initial purchasers, banks and
trust companies, clearing corporations and other organizations. Indirect access
to the Depository Trust Company's system is also available to indirect
participants such as banks, brokers, dealers and trust companies that clear
through, or maintain a custodial relationship with a participant, either
directly or indirectly. Investors who are not participants may beneficially own
securities held by, or on behalf of the Depository Trust Company only through
participants or indirect participants.

We expect that under procedures established by the Depository Trust Company:

(1) upon deposit of each global note, the Depository Trust Company will credit
the accounts of participants designated by the initial purchasers of the
outstanding notes with an interest in the global note; and

(2) ownership of the notes will be shown on, and the transfer of ownership of
the notes will be effected only through, records maintained by the
Depository Trust Company, with respect to the interests of participants
and the records of participants and the indirect participants, with
respect to the interests of persons other than participants.

The laws of some jurisdictions may require that purchasers of securities take
physical delivery of the securities in definitive form. Accordingly, the
ability to transfer interests in the notes represented by a global note to these
persons may be limited. In addition, because the Depository Trust Company can
act only on behalf of its participants, who in turn act on behalf of persons who
hold interests through participants, the ability of a person having an interest
in the notes represented by a global note to pledge or transfer the interest to
persons or entities that do not participate in the Depository Trust Company's
system, or to otherwise take actions in respect of the interest, may be affected
by the lack of a physical definitive security in respect of the interest.

So long as the Depository Trust Company or its nominee is the registered owner
of a global note, the Depository

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Trust Company or the nominee, will be considered the sole owner or holder of the
notes represented by the global note for all purposes under the indenture.
Except as provided below, owners of beneficial interests in a global note will
not be entitled to have the notes represented by the global note registered in
their names, will not receive or be entitled to receive physical delivery of
certificated notes and will not be considered the owners or holders under the
indenture for any purpose, including with respect to the giving of any
direction, instruction or approval to the trustee. Accordingly, each holder
owning a beneficial interest in a global note must rely on the procedures of the
Depository Trust Company and, if the holder is not a participant or an indirect
participant, on the procedures of the participant through which the holder owns
its interest, to exercise any rights of a holder of the notes under the
indenture or the global note. We understand that, under existing industry
practice, if we request any action of holders of the notes, or a holder that is
an owner of a beneficial interest in a global note desires to take any action
that the Depository Trust Company, as the holder of the global note, is entitled
to take, the Depository Trust Company would authorize the participants to take
the action and the participants would authorize holders owning through the
participants to take the action or would otherwise act upon the instruction of
the holders. Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, the notes by the Depository Trust Company, or for maintaining, supervising
or reviewing any records of the Depository Trust Company relating to these
notes.

Payments with respect to the principal and interest, and premium, if any, and
liquidated damages, if any, on any notes represented by a global note registered
in the name of the Depository Trust Company or its nominee on the applicable
record date will be payable by the trustee to, or at the direction of, the
Depository Trust Company or its nominee in its capacity as the registered holder
of the global note representing the notes under the indenture. Under the terms
of the indenture, we and the trustee will be permitted to treat the persons in
whose names the notes, including the global notes, are registered as the owners
of the notes for the purpose of receiving payment and for any and all other
purposes whatsoever. Accordingly, neither we nor the trustee have or will have
any responsibility or liability for the payment of the amounts to owners of
beneficial interests in a global note, including principal, premium, if any,
liquidated damages, if any, and interest. Payments by the participants and the
indirect participants to the owners of beneficial interests in a global note
will be governed by standing instructions and customary industry practice, and
will be the responsibility of the participants or the indirect participants and
the Depository Trust Company.

Transfers between participants in the Depository Trust Company will be
effected in accordance with the Depository Trust Company's procedures and will
be settled in same-day funds. Transfers between participants in Euroclear or
Cedel will be effected in the ordinary way in accordance with their respective
rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes,
cross-market transfers between the participants in the Depository Trust Company,
on the one hand, and Euroclear or Cedel participants on the other hand, will be
effected through the Depository Trust Company in accordance with the Depository
Trust Company's rules on behalf of Euroclear or Cedel, as the case may be.
These cross-market transactions will require delivery of instructions to
Euroclear or Cedel, as the case may be, by the counterparty in the system in
accordance with the rules and procedures, and within the established Brussels
time deadlines, of the system. Euroclear or Cedel, as the case may be, will, if
the transaction meets its settlement requirements, deliver instructions to its
depositary to take action to effect final settlement on its behalf, by
delivering or receiving interests in the relevant global notes in the Depository
Trust Company and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to the Depository Trust
Company. Euroclear participants and Cedel participants may not deliver
instructions directly to the depositaries for Euroclear or Cedel.

Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a global note from a participant in
the Depository Trust Company will be credited, and any crediting will be
reported to the relevant Euroclear or Cedel participant, during the securities
settlement processing day, which must be a business day for Euroclear or Cedel,
as the case may be, immediately following the settlement date of the Depository
Trust Company. Cash received by Euroclear or Cedel as a result of sales of
interests in a global note by or through a Euroclear or Cedel participant to a
participant in the Depository Trust Company will be received with value

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on the settlement date of the Depository Trust Company, but will be available in
the relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel, as the case may be, following the Depository Trust Company's
settlement date.

Although the Depository Trust Company, Euroclear and Cedel have agreed to the
foregoing procedures to facilitate transfers of interests in the global notes
among participants in the Depository Trust Company, Euroclear and Cedel, they
are under no obligation to perform or to continue to perform these procedures,
and these procedures may be discontinued at any time. Neither we nor the trustee
will have any responsibility for the performance by the Depository Trust
Company, Euroclear or Cedel, or their respective participants or indirect
participants, of their respective obligations under the rules and procedures
governing their operations.

Certificated Notes

If:

. we notify the trustee in writing that the Depository Trust
Company is no longer willing or able to act as a depositary, or the
Depository Trust Company ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not
appointed within 90 days of the notice or cessation;

. we, at our option, notify the trustee in writing that we
elect to cause the issuance of the notes in definitive form under
the indenture; or

. upon the occurrence of other events as provided in the
indenture,

then, upon surrender by the Depository Trust Company of the global notes,
certificated notes will be issued to each person that the Depository Trust
Company identifies as the beneficial owner of the notes represented by the
global notes. Upon any the issuance, the trustee is required to register the
certificated notes in the name of the person or persons, or the nominee of any
the person, and cause the same to be delivered to the person.

Neither we nor the trustee shall be liable for any delay by the Depository
Trust Company or any participant or indirect participant in identifying the
beneficial owners of the related notes, and each person may conclusively rely
on, and shall be protected in relying on, instructions from the Depository Trust
Company for all purposes, including with respect to the registration and
delivery, and the respective principal amounts, of the notes to be issued.

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PLAN OF DISTRIBUTION

Chase Securities Inc. may use this prospectus in connection with offers and
sales of the notes in market-making transactions at negotiated prices relating
to prevailing market prices at the time of sale. Chase Securities Inc. must
deliver this prospectus because, by virtue of the ownership of some of our
equity by affiliates of Chase Securities Inc., we may be deemed to be
affiliates. Chase Securities Inc. may act as principal or agent in the
transaction. For as long as a market-making prospectus is required to be
delivered, the ability of Chase Securities Inc. to make a market in the notes
may in part depend on our ability to maintain a current market-making
prospectus.

The notes have no established trading market and we do not intend to list
the notes on any securities exchange. Any trading that does develop will occur
on the over-the-counter market. Chase Securities Inc. makes a market in the
notes, but it has no obligation to do so. Chase Securities Inc. may discontinue
any market-making at any time. A liquid market may not develop for the notes,
you may not be able to sell your notes at a particular time and the prices that
you receive when you sell may not be favorable. Future trading prices of the
notes will depend on many factors, including our operating performance and
financial condition, prevailing interest rates and the market for similar
securities.

Chase Securities Inc. acted as an initial purchaser in connection with the
initial private offering of the notes, and received customary compensation in
connection with the offering. Chase Securities Inc. and its affiliates perform
various investment banking and commercial banking services from time to time for
us and our affiliates. The Chase Manhattan Bank, an affiliate of Chase
Securities Inc., is the agent bank and a lender under our senior credit
facilities. Mr. Michael R. Hannon, a member of our board, is a General Partner
of Chase Capital Partners, an affiliate of Chase Securities Inc. In addition,
affiliates of Chase Capital Partners own a portion of our common stock. For
further information concerning these relationships, see "Securities Ownership of
Beneficial Owners and Management."

Although there are no agreements to do so, Chase Securities Inc., and
others, may act as a broker or dealer in connection with the sale of notes
contemplated by this prospectus and may receive fees or commissions in
connection with sales.

We have agreed to indemnify Chase Securities Inc. against some liabilities
under the Securities Act or to contribute to payments that Chase Securities Inc.
may have to make in respect of such liabilities.

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LEGAL MATTERS

Certain legal matters with regard to the validity of the notes were passed
upon for us by McDermott, Will & Emery, New York, New York. Mr. Sullivan, our
Executive Vice President, Chief Financial Officer and a member of our board was
counsel to McDermott, Will & Emery until October 1999 and a partner of
McDermott, Will & Emery prior to July 1998.

EXPERTS

The consolidated financial statements of TeleCorp PCS, Inc. and Subsidiaries
and Predecessor Company as of December 31, 1999 and 1998 and for each of the
three years in the period ended December 31, 1999 and the consolidated balance
sheet of TeleCorp-Tritel Holding Company as of April 28, 2000, both included in
this prospectus, have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The consolidated balance sheets of Tritel, Inc. and subsidiaries as of
December 31, 1998 and 1999, and the consolidated statements of operations,
members' and stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1999, included in this prospectus have been
audited by KPMG LLP, independent certified public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to the notes. As permitted by the rules and
regulations of the SEC, this prospectus omits some information, exhibits and
undertakings contained in the registration statement. For further information
with respect to us and the notes, you should review the registration statement,
including the exhibits and the financial statements to the registration
statement and the notes and schedules filed as a part of the registration
statement. This prospectus incorporates important business and financial
information about the Company that is not included or delivered with this
prospectus. The registration statement and the exhibits and schedules to the
registration statement, as well as the periodic reports, proxy statements and
other information filed with the SEC by us, as well as Tritel, may be inspected
and copied at the Public Reference Section of the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, NW, Washington, DC 20549 and at the regional offices of
the SEC located at 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of these materials may be obtained from the Public Reference Section of
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549, and its public reference facilities in New York, New York at the
prescribed rates. You may obtain information as to the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website
at http://www.sec.gov that contains periodic reports, proxy and information
statements and other information regarding registrants that file documents
electronically with the SEC. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of contract or document filed as an
exhibit to the registration statement, each statement being qualified in all
respects by reference. Under the indenture, we have agreed to file with the SEC
and provide to the holders of the notes annual reports and the information,
documents and other reports which are specified in the disclosure and reporting
provisions of the Exchange Act.

The information with respect to Tritel included herein has not been
independently verified and we make no representation or warranty as to the
accuracy or completeness of this information.

-167-
<PAGE>

GLOSSARY OF SELECTED TERMS

ANALOG....................... A method of transmission where the wave form of
the output signal is analogous to the wave form
of the input signal.

BANDWIDTH.................... The number of bits of information which can
move through a communications medium in a given
amount of time; the capacity of a
telecommunications network to carry voice, data
and video information.

BASE STATION................. A fixed site with network equipment that is
used for radio frequency communications with
mobile stations, and is part of a cell, or
sector within a cell.

BLOCK........................ The distinct radio frequency block in which
one-way radio applications, such as paging or
beeper services, and two-way radio applications
such as wireless communications, cellular
telephone and ESMR networks, are licensed and
operate. Blocks are categorized as A-, B-, C-,
D-, E- or F- Blocks.

A- and B- Blocks are each PCS 30 MHz licenses
covering an MTA. C-Block is a PCS 30 MHz
license covering a BTA. D-, E- and F- Block are
each PCS 10 MHz licenses covering a BTA.

BTA.......................... One of the 493 basic trading areas, which are
smaller than MTAs, into which the licensing for
broadband PCS has been divided based on the
geographic divisions in the 1992 Rand McNally
Commercial Atlas & Marketing Guide, as modified
by the Federal Communications Commission.

CALLER ID.................... Caller identification. A service to telephone
customers that allows each such customer to
know the identity of incoming callers.

CDMA......................... Code division multiple access. A digital
spread-spectrum wireless technology which
allows a large number of users to access a
single frequency band that assigns a code to
all speech bits, sends a scrambled transmission
of the encoded speech over the air, and
reassembles the speech to its original format.

CELL SITE.................... The location of a transmitting/receiving
station serving a given geographic area in a
cellular communications system.

CELLULAR..................... Domestic public cellular radio communications
service authorized by the Federal
Communications Commission in the 824-893 MHz
band, in which each of two licensees per market
employs 25 MHz of spectrum to provide wireless
services.

CMRS......................... Commercial mobile radio service.

COVERED POPS................. The number of Pops in a defined area for whom a
cellular or PCS signal is accessible.

-168-
<PAGE>

DIGITAL...................... A method of storing, processing and
transmitting information through the use of
distinct electronic or optical pulses that
represent the binary digits 0 and 1. Digital
transmission and switching technologies employ
a sequence of discrete, distinct pulses to
represent information, as opposed to the
continuously variable analog signal. Digital
wireless networks use digital transmission.

DUAL-MODE.................... A wireless phone which is capable of operating
on both digital and analog technologies.

ESMR......................... Enhanced specialized mobile radio. A radio
communications system that employs digital
technology with multi-site configuration that
permits frequency reuse, offering enhanced
dispatch services to traditional analog SMR
users.

FREQUENCY.................... The number of cycles per second, measured in
hertz, of a periodic oscillation or wave in
radio propagation.

GSM.......................... Global system for mobile communications. The
standard digital cellular telephone service in
Europe and Japan, guided by a set of standards
specifying the infrastructure for digital
cellular service, including the radio interface
(900 MHz), switching, signaling and intelligent
network.

HAND-OFF..................... The act of transferring communication with a
mobile unit from one base station to another. A
hand-off transfers a call from the current base
station to the new base station. A "soft" hand-
off establishes communications with a new cell
before terminating communications with the old
cell, which prevents call cut-off.

INTERCONNECTION.............. Any variety of arrangements that permit the
connection of communications equipment to a
common carrier network such as a public
switched telephone network, and which defines
the terms of revenue-sharing. Terms of
interconnection are either negotiated between
the network operators or imposed by regulatory
authorities.

LICENSED POPS................ The number of Pops in the area covered by a
license (cellular or PCS).

MHZ.......................... Megahertz. A unit of measurement of bandwidth
in the radiowave spectrum.

MICROWAVE RELOCATION......... The transferal of the business and public
safety agencies which currently utilize radio
spectrum within or adjacent to the spectrum
allocated to PCS licensees by the Federal
Communications Commission.

MTA.......................... One of the major trading areas into which the
licensing for the A- and B-Blocks of broadband
PCS spectrum has been divided based on the
geographic divisions in the Rand McNally 1992
Commercial Atlas & Guide, as modified by the
Federal Communications Commission.

-169-
<PAGE>

NOC.......................... A network operations center from which a
wireless communications network is monitored
and maintained.

PBX.......................... Private branch exchange.

POPS......................... A shorthand abbreviation for the population
covered by a license or group of licenses.

RESELLER..................... A provider of PCS services that does not hold a
Federal Communications Commission PCS license
or own PCS facilities. The reseller purchases
blocks of PCS numbers and capacity from a
licensed carrier and resells service through
its own distribution network to the public.
Consequently, a reseller is both a customer of
PCS licensee's services and a competitor of
that licensee.

ROAMING...................... A service offered by mobile communications
network operators which allows a subscriber to
use his or her handset while in the service
area of another carrier. Roaming requires an
agreement between operators of different
individual markets to permit customers of
either operator to access the other's system.

SMR.......................... Specialized mobile radio. A two-way analog
mobile radio telephone system typically used
for dispatch services such as truck and taxi
fleets.

SPECTRUM..................... The range of electromagnetic frequencies
available for use for telecommunications
services.

SWITCH....................... A device that opens or closes circuits or
selects the paths or circuits to be used for
transmission of information. Switching is the
process of interconnecting circuits to form a
transmission path between users.

TDMA......................... Time division multiple access. A digital
spread-spectrum technology which allocates a
discrete amount of frequency bandwidth to each
user to permit more than one simultaneous
conversation on a single radio frequency
channel.

TRI-MODE..................... A wireless phone which is capable of operating
on either different digital protocols or both
digital and analog technologies.

WIRELESS LOCAL LOOP.......... A system that eliminates the need for a wire
(loop) connecting users to the public switched
telephone network, which is used in
conventional wired telephone systems, by
transmitting voice messages over radio waves
for the "last mile" connection between the
location of the customer's telephone and a base
station connected to the network equipment.

-170-
<PAGE>

FINANCIAL STATEMENTS INDEX

Page
----

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

Report of Independent Accountants........................................ F-2
Consolidated Balance Sheets.............................................. F-3
Consolidated Statements of Operations.................................... F-4
Consolidated Statement of Changes in Stockholders' Equity (Deficit)...... F-5
Consolidated Statements of Cash Flows.................................... F-6
Notes to Consolidated Financial Statements............................... F-8

TRITEL, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

Page
----

Independent Auditor's Report............................................. F-49
Consolidated Balance Sheets.............................................. F-50
Consolidated Statements of Operations.................................... F-51
Consolidated Statements of Members' and Stockholders' Equity............. F-52
Consolidated Statements of Cash Flows.................................... F-53
Notes to Consolidated Financial Statements............................... F-54

TELECORP-TRITEL HOLDING COMPANY AND SUBSIDIARIES

Page
----

Report of Independent Accountants........................................ F-85
Consolidated Balance Sheet............................................... F-86
Notes to Consolidated Balance Sheet.......................................F-87

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Description of Unaudited Proforma Condensed Combined Financial State-
ments................................................................... F-89
Unaudited Proforma Condensed Combined Balance Sheet as of March 31,
2000.................................................................... F-90
Unaudited Proforma Condensed Combined Statement of Operations for the
three months ended March 31, 2000....................................... F-91
Unaudited Proforma Condensed Combined Statement of Operations for the
year ended December 31, 1999............................................ F-92
Notes to Unaudited Proforma Condensed Combined Financial Statements...... F-93

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
TeleCorp PCS, Inc. and Subsidiaries and Predecessor Company:

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows present fairly, in all material respects, the
financial position of TeleCorp PCS, Inc. and Subsidiaries and Predecessor
Company (the Company) at December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the
audit to obtain reasonable assurance about whether the 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP
McLean, Virginia
March 10, 2000, except for paragraphs two through four of
Note 20 for which the date is April 27, 2000 and paragraph one of
Note 20 for which the date is July 11, 2000.

F-2
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
CONSOLIDATED BALANCE SHEETS

($ in thousands, except per share data)
<TABLE>
<CAPTION>
December 31,
-------------------
March 31,
1998 1999 2000
-------- --------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $111,733 $ 182,330 $ 94,606
Accounts receivable, net.................... -- 23,581 31,068
Inventory................................... 778 15,802 22,315
Prepaid expenses and other current assets... 3,404 3,828 3,937
-------- --------- --------
Total current assets....................... 115,915 225,541 151,926
Property and equipment, net................... 197,469 400,450 461,742
PCS licenses and microwave relocation costs,
net.......................................... 118,107 267,682 273,396
Intangible assets--AT&T agreements, net....... 26,285 37,908 36,119
Deferred financing costs, net................. 8,585 19,577 18,999
Other assets.................................. 283 1,044 6,472
-------- --------- --------
Total assets............................... $466,644 $ 952,202 $948,654
======== ========= ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED
STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable............................ $ 14,592 $ 38,903 $ 27,017
Accrued expenses............................ 94,872 51,977 79,146
Microwave relocation obligation, current
portion.................................... 6,636 36,122 30,753
Long-term debt, current portion............. -- 1,361 1,461
Accrued interest............................ 4,491 1,387 2,190
Deferred revenue............................ -- 1,709 2,907
-------- --------- --------
Total current liabilities.................. 120,591 131,459 143,474
Long-term debt................................ 243,385 639,210 649,864
Microwave relocation obligation............... 2,481 2,365 2,365
Accrued expenses and other.................... 196 6,541 7,877
-------- --------- --------
Total liabilities.......................... 366,653 779,575 803,580
-------- --------- --------
Mandatorily redeemable preferred stock, issued
255,999, 382,539 and 382,539 shares,
respectively; and outstanding, 255,215,
382,539 and 382,539 shares, respectively,
(liquidation preference $397,309 as of March
31, 2000, unaudited)......................... 240,409 360,182 367,915
Deferred compensation......................... (4) -- --
Treasury stock, 784 shares, none and none,
respectively, at cost........................ -- -- --
Preferred stock subscriptions receivable...... (75,914) (97,001) (97,001)
-------- --------- --------
Total mandatorily redeemable preferred
stock, net................................ 164,491 263,181 270,914
-------- --------- --------
Commitments and contingencies
Stockholders' equity (deficit):
Series F preferred stock, par value $.01 per
share, 10,308,676, 14,912,778 and
14,912,778 shares issued and outstanding,
respectively (liquidation preference $1 as
of March 31, 2000, unaudited).............. 103 149 149
Common stock, par value $.01 per share
issued 49,357,658, 85,592,221 and
87,837,221 shares, respectively; and
outstanding 48,805,184, 85,592,221 and
87,837,221 shares, respectively............ 493 856 878
Additional paid-in capital.................. -- 267,442 306,011
Deferred compensation....................... (7) (42,811) (42,189)
Common stock subscriptions receivable....... (86) (191) (191)
Treasury stock, 552,474 shares, none and
none, respectively, at cost................ -- -- --
Accumulated deficit......................... (65,003) (315,999) (390,498)
-------- --------- --------
Total stockholders' equity (deficit)....... (64,500) (90,554) (125,840)
-------- --------- --------
Total liabilities, mandatorily redeemable
preferred stock and stockholders' equity
(deficit)................................. $466,644 $ 952,202 $948,654
======== ========= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share data)
<TABLE>
<CAPTION>
For the three months ended
For the year ended December 31, March 31,
-------------------------------- --------------------------
1997 1998 1999 1999 2000
-------- ---------- ---------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Revenue:
Service............... $ -- $ -- $ 41,319 $ 504 $ 36,937
Roaming............... -- 29 29,010 1,878 11,452
Equipment............. -- -- 17,353 1,858 7,057
-------- ---------- ---------- ---------- ----------
Total revenue....... -- 29 87,682 4,240 55,446
-------- ---------- ---------- ---------- ----------
Operating expenses:
Cost of revenue....... -- -- 39,259 2,684 19,026
Operations and
development
(including non cash
stock compensation of
$0, $0, $1,472, $0
(unaudited) and $207
(unaudited),
respectively)........ -- 9,772 35,979 7,702 10,966
Selling and marketing
(including non cash
stock compensation of
$0, $0, $937, $0
(unaudited) and $132
(unaudited),
respectively)........ 304 6,325 71,180 7,855 34,625
General and
administrative
(including non cash
stock compensation of
$0, $0, $29,408, $0
(unaudited) and
$4,738 (unaudited),
respectively)........ 2,637 26,239 92,585 10,179 27,276
Depreciation and
amortization......... 11 1,584 55,110 2,764 23,468
-------- ---------- ---------- ---------- ----------
Total operating
expenses........... 2,952 43,920 294,113 31,184 115,361
-------- ---------- ---------- ---------- ----------
Operating loss...... (2,952) (43,891) (206,431) (26,944) (59,915)
Other (income) expense:
Interest expense...... 396 11,934 51,313 6,320 16,990
Interest income....... (13) (4,697) (6,464) (1,041) (2,384)
Other expense
(income)............. -- 27 (284) 70 (22)
-------- ---------- ---------- ---------- ----------
Net loss............ (3,335) (51,155) (250,996) (32,293) (74,499)
Accretion of mandatorily
redeemable
preferred stock........ (726) (8,567) (24,124) (4,267) (7,733)
-------- ---------- ---------- ---------- ----------
Net loss
attributable to
common equity...... $ (4,061) $ (59,722) $ (275,120) $ (36,560) $ (82,232)
======== ========== ========== ========== ==========
Net loss attributable to
common equity per
share--basic and
diluted................ $(111.74) $ (2.19) $ (3.58) $ (0.62) $ (0.83)
======== ========== ========== ========== ==========
Weighted average common
equity shares
outstanding--basic and
diluted................ 36,340 27,233,786 76,895,391 59,037,842 99,556,975
======== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

($ in thousands)

<TABLE>
<CAPTION>
Series F Common
Preferred Stock Common Stock Additional Stock Treasury Stock
----------------- ------------------ Paid-in Deferred Subscriptions ---------------- Accumulated
Shares Amount Shares Amount Capital Compensation Receivable Shares Amount Deficit
---------- ------ ---------- ------ ---------- ------------ ------------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31,
1996............ -- $-- 43,124 $ 2 $ -- $ -- $ -- -- $-- $ (814)
Issuance of
common stock for
cash............ -- -- 6,875 -- -- -- -- -- -- --
Accretion of
mandatorily
redeemable
preferred
stock........... -- -- -- -- -- -- -- -- -- (726)
Noncash
redemption of
equity
interests....... -- -- (30,664) (1) -- -- -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- -- (3,335)
---------- ---- ---------- ---- -------- -------- ----- -------- ---- ---------
Balance,
December 31,
1997............ -- -- 19,335 1 -- -- -- -- -- (4,875)
Noncash
redemption of
equity
interests....... -- -- (19,335) (1) -- -- -- -- -- --
Issuance of
preferred and
common stock for
cash, licenses
and AT&T
agreements...... 10,308,676 103 46,262,185 462 -- -- (86) -- -- (383)
Accretion of
mandatorily
redeemable
preferred
stock........... -- -- -- -- -- -- -- -- -- (8,567)
Noncash issuance
of restricted
stock to
employees....... -- -- 3,095,473 31 -- (10) -- -- -- (21)
Repurchase of
common stock for
cash............ -- -- -- -- -- 2 -- (552,474) -- (2)
Compensation
expense related
to restricted
stock awards.... -- -- -- -- -- 1 -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- -- (51,155)
---------- ---- ---------- ---- -------- -------- ----- -------- ---- ---------
Balance,
December 31,
1998............ 10,308,676 103 49,357,658 493 -- (7) (86) (552,474) -- (65,003)
Issuance of
preferred stock
and common stock
for cash and
licenses........ 4,604,102 46 23,231,331 233 21,550 -- (105) -- -- --
Issuance of
common stock in
initial public
offering........ -- -- 10,580,000 106 197,211 -- -- -- -- --
Costs associated
with initial
public
offering........ -- -- -- -- (1,801) -- -- -- -- --
Deferred
compensation
expense related
to stock option
grants and
restricted stock
awards.......... -- -- -- -- 73,049 (73,049) -- -- -- --
Compensation
expense related
to stock option
grants and
restricted stock
awards.......... -- -- -- -- -- 31,817 -- -- -- --
Non-cash
issuance of
restricted
stock........... -- -- 2,423,232 24 1,558 (1,573) -- 959,259 -- --
Repurchase of
common stock for
cash............ -- -- -- -- (1) 1 -- (406,785) -- --
Accretion of
mandatorily
redeemable
preferred
stock........... -- -- -- -- (24,124) -- -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- -- (250,996)
---------- ---- ---------- ---- -------- -------- ----- -------- ---- ---------
Balance,
December 31,
1999............ 14,912,778 149 85,592,221 856 267,442 (42,811) (191) -- -- (315,999)
Issuance of
common stock for
cash
(unaudited)..... -- -- 2,245,000 22 41,847 -- -- -- -- --
Deferred
compensation
expense related
to stock option
grants and
restricted stock
awards
(unaudited)..... -- -- -- -- 4,455 (4,455) -- -- -- --
Compensation
expense related
to stock option
grants and
restricted stock
awards
(unaudited)..... -- -- -- -- -- 5,077 -- -- -- --
Accretion of
mandatorily
redeemable
preferred stock
(unaudited)..... -- -- -- -- (7,733) -- -- -- -- --
Net loss
(unaudited)..... -- -- -- -- -- -- -- -- -- (74,499)
---------- ---- ---------- ---- -------- -------- ----- -------- ---- ---------
Balance, March
31, 2000
(unaudited)..... 14,912,778 $149 87,837,221 $878 $306,011 $(42,189) $(191) -- -- $(390,498)
========== ==== ========== ==== ======== ======== ===== ======== ==== =========
<CAPTION>
Total
----------
<S> <C>
Balance,
December 31,
1996............ $ (812)
Issuance of
common stock for
cash............ --
Accretion of
mandatorily
redeemable
preferred
stock........... (726)
Noncash
redemption of
equity
interests....... (1)
Net loss........ (3,335)
----------
Balance,
December 31,
1997............ (4,874)
Noncash
redemption of
equity
interests....... (1)
Issuance of
preferred and
common stock for
cash, licenses
and AT&T
agreements...... 96
Accretion of
mandatorily
redeemable
preferred
stock........... (8,567)
Noncash issuance
of restricted
stock to
employees....... --
Repurchase of
common stock for
cash............ --
Compensation
expense related
to restricted
stock awards.... 1
Net loss........ (51,155)
----------
Balance,
December 31,
1998............ (64,500)
Issuance of
preferred stock
and common stock
for cash and
licenses........ 21,724
Issuance of
common stock in
initial public
offering........ 197,317
Costs associated
with initial
public
offering........ (1,801)
Deferred
compensation
expense related
to stock option
grants and
restricted stock
awards.......... --
Compensation
expense related
to stock option
grants and
restricted stock
awards.......... 31,817
Non-cash
issuance of
restricted
stock........... 9
Repurchase of
common stock for
cash............ --
Accretion of
mandatorily
redeemable
preferred
stock........... (24,124)
Net loss........ (250,996)
----------
Balance,
December 31,
1999............ (90,554)
Issuance of
common stock for
cash
(unaudited)..... 41,869
Deferred
compensation
expense related
to stock option
grants and
restricted stock
awards
(unaudited)..... --
Compensation
expense related
to stock option
grants and
restricted stock
awards
(unaudited)..... 5,077
Accretion of
mandatorily
redeemable
preferred stock
(unaudited)..... (7,733)
Net loss
(unaudited)..... (74,499)
----------
Balance, March
31, 2000
(unaudited)..... $(125,840)
==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

<TABLE>
<CAPTION>
For the year ended For the three months ended
December 31, March 31,
----------------------------- -----------------------------
1997 1998 1999 1999 2000
------- --------- --------- ------------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss.............. $(3,335) $ (51,155) $(250,996) $ (32,293) $ (74,499)
Adjustment to
reconcile net loss to
net cash used in
operating activities:
Depreciation and
amortization........ 11 1,584 55,110 2,764 23,468
Noncash compensation
expense related to
stock option grants
and restricted stock
awards.............. -- 2 31,817 -- 5,077
Noncash interest
expense............. 134 1,182 32,718 753 11,089
Bad debt expense..... -- -- 2,962 -- 1,661
Noncash general and
administrative
expense charge by
affiliates.......... -- 197 -- -- --
Changes in cash flow
from operations
resulting from
changes in assets and
liabilities:
Accounts receivable.. -- -- (23,581) (3,057) (7,487)
Inventory............ -- (778) (15,024) (6,923) (6,513)
Prepaid expenses and
other current
assets.............. (52) (3,331) (424) 775 (109)
Other assets......... (27) (256) (761) (559) (347)
Accounts payable..... 619 11,586 24,808 13,656 (11,886)
Accrued expenses..... -- 9,145 17,831 5,132 (1,011)
Accrued interest..... 258 2,046 (3,104) (1,758) 803
Deferred revenue..... -- -- 1,709 -- 1,198
------- --------- --------- ------------- ------------
Net cash used in
operating
activities......... (2,392) (29,778) (126,935) (21,510) (58,556)
------- --------- --------- ------------- ------------
Cash flows from
investing activities:
Expenditures for
network under
development, wireless
network and property
and equipment........ (1,134) (107,542) (298,506) (112,233) (52,549)
Capitalized interest
on network under
development and
wireless network..... -- (227) (5,317) (1,273) (622)
Expenditures for
microwave
relocation........... -- (3,340) (5,654) (1,187) (369)
Purchase of PCS
licenses............. -- (21,000) (114,238) (17,819) (12,081)
Partial refund of
deposit on PCS
licenses............. 1,561 -- -- -- --
Purchase of
intangibles--AT&T
agreements........... -- -- (17,310) -- --
Capitalized Tritel
acquisition costs.... -- -- -- -- (5,081)
------- --------- --------- ------------- ------------
Net cash provided by
(used in) investing
activities......... 427 (132,109) (441,025) (132,512) (70,702)
------- --------- --------- ------------- ------------
Cash flows from
financing activities:
Proceeds from sale of
mandatorily
redeemable preferred
stock................ 1,500 26,661 70,323 -- --
Receipt of preferred
stock subscription
receivable........... -- -- 9,414 -- --
Direct issuance costs
from sale of
mandatorily
redeemable preferred
stock................ -- (1,027) (2,500) 3,500 --
Proceeds from sale of
common stock and
series F preferred
stock................ -- 38 21,724 -- 41,869
Proceeds from long-
term debt............ 2,809 257,492 407,635 50,000 --
Proceeds associated
with initial public
offering............. -- -- 197,317 -- --
Direct issuance cost
from the initial
public offering...... -- -- (1,801) -- --
Payments on long term
debt................. -- (2,073) (50,451) -- (335)
Payments of deferred
financing costs...... -- (9,110) (12,742) -- --
Net increase in
amounts due to
affiliates........... 171 (928) (362) -- --
------- --------- --------- ------------- ------------
Net cash provided by
financing
activities........... 4,480 271,053 638,557 53,500 41,534
------- --------- --------- ------------- ------------
Net increase in cash
and cash
equivalents.......... 2,515 109,166 70,597 (100,522) (87,724)
Cash and cash
equivalents at the
beginning of period.... 52 2,567 111,733 111,733 182,330
------- --------- --------- ------------- ------------
Cash and cash
equivalents at the end
of period.............. $ 2,567 $ 111,733 $ 182,330 $ 11,211 $ 94,606
======= ========= ========= ============= ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)

($ in thousands)

<TABLE>
<CAPTION>
For the three months
For the year ended December 31, ended March 31,
-------------------------------- -----------------------
1997 1998 1999 1999 2000
--------------------- ---------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Supplemental disclosure
of cash flow
Information:
Cash paid for income
taxes................ $ -- $ -- $ -- $ -- $ --
Cash paid for
interest............. -- 9,786 24,342 -- 5,187
Supplemental disclosure
of non-cash investing
and financing
activities:
Network under
development and
microwave relocation
costs included in
accounts payable and
accrued expenses..... 2,485 98,092 32,424 825 61,473
Issuance of
mandatorily
redeemable preferred
stock and preferred
stock in exchange for
PCS licenses and AT&T
agreements........... -- 100,900 2,674 -- --
Issuance of
mandatorily
redeemable preferred
stock and common
stock in exchange for
stock subscriptions
receivable........... -- 76,000 27,191 -- --
U.S. Government
financing of PCS
licenses............. 9,193 -- 11,551 -- --
Discount on U.S.
Government
financing............ 1,600 -- 1,631 -- --
Conversion of notes
payable to
stockholders into
preferred stock...... 499 25,300 -- -- --
Accretion of preferred
stock dividends...... 726 8,567 24,124 104 7,733
Redemption of equity
interests............ 6,370 -- -- -- --
Distribution of net
assets to
affiliates........... 3,645 -- -- -- --
Notes payable to
affiliates........... 2,725 -- -- -- --
Capitalized interest.. $ 131 $ 2,055 $ 5,409 $2,604 $ 622
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in thousands, except per share data)

1. Organization and Business

TeleCorp Holding Corp., Inc. (Holding) was incorporated in the State of
Delaware on July 29, 1996 (date of inception). Holding was formed to
participate in the Federal Communications Commission's (FCC) Auction of F-
Block Personal Communications Services (PCS) licenses (the Auction) in April
1997. Holding successfully obtained licenses in the New Orleans, Memphis,
Beaumont, Little Rock, Houston, Tampa, Melbourne and Orlando Basic Trading
Areas (BTAs). Holding qualifies as a Designated Entity and Very Small Business
under Part 24 of the rules of the FCC applicable to broadband PCS.

In April 1997, Holding entered into an agreement to transfer the PCS
licenses for the Houston, Tampa, Melbourne and Orlando BTAs to four newly-
formed entities created by Holding's existing stockholder group: THC of
Houston, Inc.; THC of Tampa, Inc.; THC of Melbourne, Inc.; and THC of Orlando,
Inc. These licenses were transferred along with the related operating assets
and liabilities in exchange for investment units consisting of Class A, B and
C common stock and Series A preferred stock in August 1997.

TeleCorp PCS, Inc. (TeleCorp) was incorporated in the State of Delaware on
November 14, 1997 by the controlling stockholders of Holding. TeleCorp is the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in its licensed regions in connection with a strategic
alliance with AT&T Wireless and its affiliates (collectively AT&T). Upon
finalization of the AT&T Transaction, Holding became a wholly-owned subsidiary
of TeleCorp (see Note 9). TeleCorp and Holding are hereafter referred to as
the Company.

TeleCorp PCS, Inc. is the largest AT&T Wireless affiliate in the United
States in terms of licensed population, with licenses covering markets where
approximately 16.7 million people reside. The Company provides wireless
personal communication services, or PCS, in selected markets in the south-
central and northeast United States and in Puerto Rico, encompassing eight of
the 100 largest metropolitan areas in the United States.

Under the terms of the AT&T strategic alliance, the Company is AT&T's
exclusive provider of wireless mobility services in the eight covered markets,
using equal emphasis co-branding with AT&T subject to AT&T's right to resell
services on the Company's network. The Company has the right to use the AT&T
brand name and logo together with the SunCom brand name and logo, giving equal
emphasis to each in its covered markets. The Company is AT&T's preferred
roaming partner for digital customers in the Company's markets. Additionally,
the Company's relationship with AT&T provides coast-to-coast coverage to
TeleCorp customers.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The unaudited consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for the three months ended March
31, 1999 and 2000, the unaudited consolidated balance sheet as of March 31,
2000, and related footnotes, have been prepared in accordance with generally
accepted accounting principles for interim financial information and Article
10 of Regulation S-X. In the opinion of management, the interim data includes
all adjustments (consisting of only normal recurring adjustments) necessary
for a fair statement of the results for the interim period.

F-8
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Basis of Presentation

Holding was formed to explore various business opportunities in the
wireless telecommunications industry. TeleCorp was formed to continue the
activity of Holding through its strategic alliance with AT&T. For purposes of
the accompanying financial statements, Holding has been treated as a
"predecessor" entity. Therefore, the financial statements for the year ended
December 31, 1997 include the historical financial information of Holding, the
predecessor entity. The financial statements as of and for the year ended
December 31, 1998 and for all periods thereafter, include the historical
financial information of Holding and TeleCorp. The Chief Executive Officer and
President of Holding maintain the positions of Chief Executive Officer and
Executive Vice President and Chief Financial Officer, respectively, of
TeleCorp. In addition, these officers own a majority of the voting stock of
TeleCorp and, prior to the finalization of the AT&T Transaction, owned a
majority of the voting stock of Holding. As a result of this relationship,
certain financing relationships and the similar nature of business activities,
Holding and TeleCorp were considered companies under common control.

Risks and Uncertainties

The Company expects to continue to incur significant operating losses and
to generate negative cash flow from operating activities for at least the next
several years while it constructs its network and develops its customer base.
The Company's ability to eliminate operating losses and to generate positive
cash flow from operations in the future will depend upon a variety of factors,
many of which it is unable to control. These factors include: (1) the cost of
constructing its network, (2) changes in technology, (3) changes in
governmental regulations, (4) the level of demand for wireless communications
services, (5) the product offerings, pricing strategies and other competitive
factors of the Company's competitors and (6) general economic conditions. If
the Company is unable to implement its business plan successfully, it may not
be able to eliminate operating losses, generate positive cash flow or achieve
or sustain profitability which would materially adversely affect its business,
operations and financial results as well as its ability to make payments on
its debt obligations.

Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, which includes TeleCorp Communications,
Inc., TeleCorp LLC and Holding. All intercompany accounts and transactions
have been eliminated in consolidation.

Development Stage Company

Prior to January 1, 1999, the Company's activities principally were
planning and participation in the Auction, initiating research and
development, conducting market research, securing capital and developing its
proposed service and network. Since the Auction, the Company has been relying
on the borrowing of funds and the issuance of common and preferred stock
rather than recurring revenues, for its primary sources of cash flow.
Accordingly, the Company's financial statements for all periods prior to
January 1, 1999 were presented as a development stage enterprise, as
prescribed by Statement of Financial Accounting Standards No. 7, "Accounting
and Reporting by Development Stage Enterprises." In the first quarter of 1999,
the Company commenced operations and began providing wireless mobility
services for its customers. As a result, the Company exited the development
stage in the quarter ended March 31, 1999.

F-9
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Fair Value of Financial Instruments

The Company believes that the carrying amount of its financial instruments
approximate fair value.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities on the date of the financial
statements and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
accounts receivable. The Company sells products and services to various
customers throughout many regions in the United States and Puerto Rico. The
Company routinely assesses the strength of its customers and maintains
allowances for anticipated losses.

For the years ended December 31, 1997, 1998, 1999 and the three months
ended March 31, 2000 and 1999, no one customer accounted for 10% or more of
total revenues or accounts receivable.

Cash Equivalents

The Company considers all highly liquid instruments with a maturity from
purchase date of three months or less to be cash equivalents. Cash equivalents
consist of overnight sweep accounts and U.S. Treasury obligations.

Inventory

Inventory, consisting of handsets and accessories, is valued at the lower
of average cost or market and is recorded net of an allowance for
obsolescence, if required.

Property and Equipment and Network Under Development

Property and equipment are recorded at cost and depreciation is computed
using the straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Computer equipment.............. 3 to 5 years
Network under development and
wireless network............... 5 to 10 years upon commencement of service
Internal use software........... 3 years
Furniture, fixtures and office
equipment...................... 5 years
Leasehold improvements.......... Lesser of useful life or lease term
</TABLE>

Expenditures for repairs and maintenance are charged to operations when
incurred. Gains and losses from disposals, if any, are included in the
statements of operations. Network under development includes all costs related
to engineering, cell site acquisition, site development, interest expense and
other development costs being incurred to ready the Company's wireless network
for use.

F-10
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Internal and external costs incurred to develop the Company's billing,
financial systems and other internal applications during the application
development stage are capitalized as internal use software. All costs incurred
prior to the application development stage are expensed as incurred. Training
costs and all post implementation internal and external costs are expensed as
incurred.

PCS Licenses and Microwave Relocation Costs

PCS licenses include costs incurred, including capitalized interest related
to the U.S. Government financing, to acquire FCC licenses in the 1850-1990 MHz
radio frequency band. Interest capitalization on the U.S. Government financing
began when the activities necessary to get the Company's network ready for its
intended use were initiated and concluded when the wireless networks were
ready for intended use. The PCS licenses are issued conditionally for ten
years. Historically, the FCC has granted license renewals providing the
licensees have complied with applicable rules, policies and the Communications
Act of 1934, as amended. The Company believes it has complied with and intends
to continue to comply with these rules and policies.

As a condition of each PCS license, the FCC requires each license-holder to
relocate existing microwave users (Incumbents) within the awarded spectrum to
microwave frequencies of equal capacity. Microwave relocation costs include
the actual and estimated costs incurred to relocate the Incumbent's microwave
links affecting the Company's licensed frequencies.

The Company began amortizing the cost of the PCS licenses, microwave
relocation costs, and capitalized interest in March 1999, when PCS services
commenced in certain BTAs. Amortization is calculated using the straight-line
method over 40 years.

Intangible assets--AT&T Agreements

The AT&T Agreements consist of the fair value of various agreements with
AT&T exchanged for mandatorily redeemable preferred stock and Series F
preferred stock (see Notes 9 and 10). The AT&T Agreements are amortized on a
straight-line basis over the related contractual terms, which range from three
to ten years.

Long-Lived Assets

The Company periodically evaluates the recoverability of the carrying value
of property and equipment, network under development, intangible assets, PCS
licenses and microwave relocation costs. The Company considers historical
performance and anticipated future results in its evaluation of potential
impairment. Accordingly, when indicators of impairment are present, the
Company evaluates the carrying value of these assets in relation to the
operating performance of the business and future and undiscounted cash flows
expected to result from the use of these assets. Impairment losses are
recognized when the sum of the present value of expected future cash flows are
less than the assets' carrying value. No such impairment losses have been
recognized to date.

Deferred Financing Costs

Deferred finance costs are capitalized and amortized as a component of
interest expense over the term of the related debt.

Revenue Recognition

The Company earns revenue by providing wireless mobility services to both
its subscribers and subscribers of other wireless carriers traveling in the
Company's service area, as well as sale of equipment and accessories.

F-11
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Wireless mobility services revenue consists of monthly recurring and non-
recurring charges for local, long distance, roaming and airtime used in excess
of pre-subscribed usage. Generally, access fees, airtime roaming and long
distance charges are billed monthly and are recognized when service is
provided. Prepaid service revenue is collected in advance, recorded as
deferred revenue, and recognized as service is provided.

Roaming revenue consists of the airtime and long distance charged to the
subscribers of other wireless carriers for use of the Company's network while
traveling in the Company's service area and is recognized when the service is
provided.

Equipment revenue is recognized upon delivery of the equipment to the
customer and when future obligations are no longer significant.

Advertising Costs

The Company expenses production costs of print, radio and television
advertisements and other advertising costs as such costs are incurred.

Income Taxes

The Company accounts for income taxes in accordance with the liability
method. Deferred income taxes are recognized for tax consequences in future
years for differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end, based on enacted laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce net deferred tax assets to the amount expected to be
realized. The provision for income taxes consists of the current tax provision
and the change during the period in deferred tax assets and liabilities.

Accounting for Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", requires
disclosure of the fair value method of accounting for stock options and other
equity instruments. Under the fair value method, compensation cost is measured
at grant date based on the fair value of the award and is recognized over the
service period which is usually the vesting period. The Company has chosen,
under provisions of SFAS No. 123, to continue to account for employee stock-
based compensation under Accounting Principles Board (APB) No. 25, "Accounting
for Stock Issued to Employees". The Company discloses in Note 11 to the
financial statements the pro forma net loss and the pro forma basic and
diluted net loss per share as if the Company had applied the method of
accounting prescribed by SFAS No. 123.

The Company periodically issues restricted stock awards and stock option
grants to its employees. Upon reaching a measurement date, the Company records
deferred compensation equal to the difference between the strike price and the
estimated fair value of the stock award. Deferred compensation is amortized to
compensation expense over the related vesting period.

Interest Rate Swaps

The Company uses interest rate swaps to hedge the effects of fluctuations
in interest rates from their Senior Credit Facility (see Note 8). These
transactions meet the requirements for hedge accounting, including designation
and correlation. The interest rate swaps are managed in accordance with the
Company's policies and procedures. The Company does not enter into these
transactions for trading purposes. The resulting gains or losses, measured by
quoted market prices, are accounted for

F-12
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

as part of the transactions being hedged, except that losses not expected to
be recovered upon the completion of hedged transactions are expensed. Gains or
losses associated with interest rate swaps are computed as the difference
between the interest expense per the amount hedged using the fixed rate
compared to a floating rate over the term of the swap agreement.

Net Loss Attributable to Common Equity Per Share

The Company computes net loss attributable to common equity per share in
accordance with SFAS No. 128, "Earnings Per Share", and SEC Staff Accounting
Bulletin No. 98 (SAB 98). Under the provisions of SFAS No. 128 and SAB 98,
basic net loss attributable to common equity per share is computed by dividing
the net loss attributable to common equity for the period by the weighted
average number of common equity shares outstanding during the period. The
weighted average number of common shares outstanding includes the Series F
Preferred Stock, which is a participating stock and has no preferential rights
over Common Stock, and all classes of Common Stock. Diluted net loss
attributable to common equity per share is computed by dividing the net loss
attributable to common equity for the period by the weighted average number of
common and dilutive common equivalent shares outstanding during the period. As
the Company had a net loss attributable to common equity in each of the
periods presented, basic and diluted net loss attributable to common equity
per share are the same.

Segment Reporting

The Company presently operates in a single business segment as a provider
of wireless mobility services in its licensed regions primarily in the south-
central and northeastern United States and Puerto Rico. The Company operates
in various MTAs including New Orleans, LA, Memphis, TN, Little Rock, AR,
Boston, MA and San Juan, Puerto Rico.

Reclassifications

Certain amounts in the 1997, 1998, and 1999 consolidated financial
statements have been reclassified to conform with the presentations of the
consolidated financial statements as of and for the three months ended March
31, 2000.

Recently Issued Accounting Standards

In July 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 137, "Deferral of the
Effective Date of FAS 133" which defers the effective date of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 30,
2000. The Company is in the process of determining the effect of adopting this
standard.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) Number 101, "Revenue Recognition in Financial
Statements." This bulletin will become effective for the Company no later than
the quarter ending December 31, 2000. This bulletin establishes more clearly
defined revenue recognition criteria than previously existing accounting
pronouncements, and specifically addresses revenue recognition requirements
for nonrefundable fees, such as activation fees, collected by a company upon
entering into an arrangement with a customer, such as an arrangement to
provide telecommunications services. The Company is currently evaluating the
full impact of this bulletin to determine the impact on its financial position
and results of operations.

In March 2000, the FASB issued Interpretation (FIN) No. 44, "Accounting for
Certain Transactions Involving Stock Compensation--An Interpretation of APB
Opinion No. 25." FIN 44 clarifies the application of APB Opinion No. 25 and,
among other issues, clarifies the following: the definition of an

F-13
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

employee for purposes of applying APB Opinion No. 25; the criteria for
determining whether a plan qualifies as a non-compensatory plan; the
accounting consequence of various modifications to the terms of previously
fixed stock options or awards; and the accounting for an exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1,
2000, but certain conclusions in FIN 44 cover specific events that occurred
after either December 15, 1998 or January 12, 2000. The Company does not
expect the application of FIN 44 to have a material impact on its financial
position or results of operations.

3. Accounts Receivable

Accounts receivables consists of the following:

<TABLE>
<CAPTION>
December 31,
------------------ March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
Accounts receivable......................... $ -- $ 26,203 $ 33,985
Allowance for doubtful accounts............. -- (2,622) (2,917)
-------- -------- --------
$ -- $ 23,581 $ 31,068
======== ======== ========

Bad debt expense for the year ended December 31, 1999 and the three months
ended March 31, 2000 was $2,962 and $1,661 (unaudited), respectively.

4. Inventory

Inventory consists of the following:

<CAPTION>
December 31,
------------------ March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
Handsets.................................... $ 778 $ 15,090 $ 21,395
Accessories................................. -- 712 920
-------- -------- --------
$ 778 $ 15,802 $ 22,315
======== ======== ========

5. Property and Equipment

Property and equipment consists of the following:

<CAPTION>
December 31,
------------------ March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
Wireless network............................ $ -- $364,491 $439,718
Network under development................... 170,886 21,758 22,543
Computer equipment.......................... 10,115 16,888 17,940
Internal use software....................... 11,161 21,648 22,898
Leasehold improvements...................... 3,205 12,011 13,358
Furniture, fixtures and office equipment.... 2,924 10,855 12,792
Land........................................ -- 49 49
-------- -------- --------
198,291 447,700 529,298
Accumulated depreciation.................... (822) (47,250) (67,556)
-------- -------- --------
$197,469 $400,450 $461,742
======== ======== ========
</TABLE>

Depreciation expense for the years ended December 31, 1997, 1998, 1999 and
the three months ended March 31, 2000 was $11, $811, $46,428 and $20,306
(unaudited), respectively.

F-14
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

6. PCS Licenses and Microwave Relocation Costs

PCS licenses, microwave relocation costs, and capitalized interest consist
of the following:

<TABLE>
<CAPTION>
December 31,
----------------- March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
PCS licenses.................................. $104,737 $221,650 $233,720
Microwave relocation costs.................... 12,457 47,835 42,835
Capitalized interest.......................... 913 1,005 1,005
-------- -------- --------
118,107 270,490 277,560
Accumulated amortization...................... -- (2,808) (4,164)
-------- -------- --------
$118,107 $267,682 $273,396
======== ======== ========
</TABLE>

Amortization expense related to PCS licenses, its related capitalized
interest, and microwave relocation costs for the years ended December 31, 1997,
1998, 1999 and the three months ended March 31, 2000 was $0, $0, $2,808 and
$1,356 (unaudited), respectively.

7. Accrued Expenses and Other

Accrued expenses and other consist of the following:

<TABLE>
<CAPTION>
December 31,
----------------- March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
Property and equipment......................... $ 85,635 $ 32,725 $ 50,414
Sales taxes.................................... -- 8,263 11,908
Merger costs................................... -- -- 3,925
Bonuses and vacation........................... 2,386 6,079 2,548
Selling and marketing.......................... 347 3,496 5,421
Other accrued expenses......................... 6,700 7,955 12,807
-------- -------- --------
95,068 58,518 87,023
Less: non-current portion...................... 196 6,541 7,877
-------- -------- --------
$ 94,872 $ 51,977 $ 79,146
======== ======== ========

8. Long-term Debt

Long-term debt consists of the following:

<CAPTION>
December 31,
----------------- March 31,
1998 1999 2000
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
Senior subordinated discount notes............. $ -- $354,291 $364,341
Senior credit facilities....................... 225,000 225,000 225,000
Lucent notes payable........................... 10,460 43,504 44,426
U.S. Government financing...................... 7,925 17,776 17,558
-------- -------- --------
243,385 640,571 651,325
Less: current portion.......................... -- 1,361 1,461
-------- -------- --------
$243,385 $639,210 $649,864
======== ======== ========
</TABLE>

F-15
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Senior Subordinated Discount Notes

On April 23, 1999, the Company completed the issuance and sale of 11 5/8%
Senior Subordinated Discount Notes (the Notes) with an aggregate principal
amount at maturity of $575,000. The total gross proceeds from the sale of the
Notes were $327,635. Offering expenses consisting of underwriting, printing,
legal and accounting fees totaled $10,999. The Notes mature April 15, 2009,
unless previously redeemed by the Company. As interest accrues, it will be
added to the principal as an increase to interest expense and the carrying
value of the Notes until April 15, 2004. The Company will begin paying
interest semi-annually beginning October 15, 2004. The Notes are not
collateralized. The Notes are subordinate to all of the Company's existing and
future senior debt and ranks equally with all other senior subordinated debt,
and ranks senior to all of the Company's existing and future subordinated
debt. The Notes are guaranteed by the Company's wholly owned subsidiary,
TeleCorp Communications, Inc. (see Note 19). As of December 31, 1999 and March
31, 2000 accrued interest added to the principal was $26,656 and $10,049
(unaudited), respectively. In October 1999, the Company registered the Notes
with the Securities and Exchange Commission to become publicly traded
securities. Offering expenses totaled $917 and are accounted for as debt
issuance costs.

Senior Credit Facilities

In July 1998, the Company entered into a credit facility (the Senior Credit
Facility) with a group of commercial lenders, under which the Company may
borrow up to $525,000, in the aggregate, consisting of (i) up to $150,000 in
revolving loans (the Senior Revolving Credit Facility) with a maturity date of
January 2007, (ii) a $150,000 term loan (the Tranche A Term Loan) with a
maturity date of January 2007, and (iii) a $225,000 term loan (the Tranche B
Term Loan) with a maturity date of January 2008. In October 1999, the Company
entered into amendments to increase the amount of credit available to
$560,000. A total of $225,000 of indebtedness from the Tranche B Term Loan was
outstanding as of December 31, 1998, 1999 and March 31, 2000. The Senior
Credit Facility also provides for an uncommitted $40,000 senior term loan (the
Expansion Facility).

Beginning in September 2002, principal repayments will be made in 18
quarterly installments for the Tranche A Term Loan and 22 quarterly
installments for the Tranche B Term Loan. Quarterly principal repayments for
the Tranche A Term Loan are as follows: first six, $3,750; next four, $9,375;
last eight, $11,250. Quarterly principal repayments for the Tranche B Term
Loan are as follows: first 18, $562, last four, $53,721. Interest payments on
the senior credit facility are made quarterly. The Senior Credit Facility
contains a prepayment provision whereby certain amounts borrowed must be
repaid upon the occurrence of certain specified events.

The commitment to make loans under the Tranche A Term loan will terminate
in July 2001, or earlier if elected by the Company. Beginning in April 2005,
the commitment to make loans under the Senior Revolving Credit Facility will
be permanently reduced on a quarterly basis through April 2007 as follows:
first four reductions, $12,500; last four reductions $25,000. The unpaid
principal on the Senior Revolving Credit Facility is due January 2007. In July
2000, if the undrawn portion of the Tranche A Term Loan exceeds $50,000 the
amount of the Tranche A Term Loan will be automatically reduced by such
excess.

The interest rate applicable to the Senior Credit Facility is based on, at
the Company's option, (i) LIBOR (Eurodollar Loans) plus the Applicable Margin,
as defined, or (ii) the higher of the administrative agent's prime rate or the
Federal Funds Effective Rate (ABR Loans), plus the Applicable Margin, as
defined. The Applicable Margin for Eurodollar Loans will range from 125 to 325
basis points based

F-16
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

upon certain events by the Company, as specified. The Applicable Margin for
ABR Loans will range from 25 to 225 basis points based upon certain events by
the Company, as specified. At December 31, 1998, the interest rate applicable
to the Tranche B Term Loan was 8.75% and interest incurred for the year ended
December 31, 1998 was $9,210 of which $7,710 was expensed and $1,500 was
capitalized. At December 31, 1999, the interest rate applicable to the Tranche
B Term Loan was 9.12%, and for the year ended December 31, 1999 interest
incurred on the Tranche B Term Loan was $19,110 of which $13,793 was expensed
and $5,317 was capitalized. At March 31, 2000, the interest rate applicable to
the Tranche B Term Loan was 9.12%, and for the three months ended March 31,
2000 interest incurred on the Tranche B Term Loan was $4,576 (unaudited) of
which $3,954 (unaudited) was expensed and $622 (unaudited) was capitalized.

The loans from the Senior Credit Facility are subject to an annual
commitment fee which ranges from 0.50% to 1.25% of the available portion of
the Tranche A Term Loan and the Senior Revolving Credit Facility. The Company
has expensed $3,306, $3,817 and $954 (unaudited) for the year ended December
31, 1998, 1999 and the three months ended March 31, 2000, respectively,
related to these bank commitment fees. The Senior Credit Facility requires the
Company to purchase interest rate hedging contracts covering amounts equal to
at least 50% of the total amount of the outstanding indebtedness of the
Company. As of December 31, 1998, 1999 and March 31, 2000, the Company hedged
100% of its outstanding indebtedness of $225,000 to take advantage of
favorable interest rate swaps. The six outstanding interest rate swap
contracts fix LIBOR at annual interest rates from 5.20% to 5.26%. The
contracts mature in September of 2003.

Initially, borrowings under the Senior Credit Facility are subject to a
maximum Senior Debt to Total Capital ratio, as defined, of 50%. This ratio has
been increased to 55% because certain specified operating benchmarks have been
achieved. In addition, the Company must comply with certain financial and
operating covenants. The financial covenants include various debt to equity,
debt to EBITDA, interest coverage, and fixed charge coverage ratios, as
defined in the Senior Credit Facility. The operating covenants include minimum
subscribers, minimum aggregate service revenue, minimum coverage of population
and maximum capital expenditure thresholds. As of December 31, 1998, 1999, and
March 31, 2000 the Company was in compliance with these covenants.

The Company may utilize the Expansion Facility as long as the Company is
not in default of the Senior Credit Facility and is in compliance with each of
the financial covenants. However, none of the lenders are required to
participate in the Expansion Facility.

The Senior Credit Facility is collateralized by substantially all of the
assets of the Company. In addition, the Senior Credit Facility has been
guaranteed by the Company's subsidiaries and shall be guaranteed by
subsequently acquired or organized domestic subsidiaries of the Company.

Lucent Notes Payable

In May 1998, the Company entered into a Note Purchase Agreement (the Lucent
Note Agreement) with Lucent Technologies, Inc. (Lucent) which provides for the
issuance of increasing rate 8.5% Series A (the Series A Notes) and 10.0%
Series B (the Series B Notes) junior subordinated notes (the Subordinated
Notes) with an aggregate face value of $80,000. The aggregate face value of
the Subordinated Notes shall decrease dollar for dollar, upon the occurrence
of certain events as defined in the Lucent Note Agreement. The proceeds of the
Subordinated Notes are to be used to develop the Company's network in certain
designated areas. As of December 31, 1998, 1999 and March 31, 2000

F-17
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

the Company had $10,460, $43,504 and $44,426 (unaudited), respectively
outstanding under the Series A Notes. During the year ended December 31, 1999,
the Company borrowed and repaid $40,000 on the Lucent Series B Notes plus $228
of accrued interest. Interest expense for the years ended December 31, 1998,
1999 and the three months ended March 31, 2000 was $460, $3,044, and $921
(unaudited), respectively.

The Series A and Series B Notes will not amortize and will have a maturity
date six months after the final maturity of the Company's high yield debt
offering, but in no event later than May 1, 2012. The Series A Notes will have
a mandatory redemption at par plus accrued interest from the proceeds of a
subsequent equity offering to the extent the net proceeds exceed an amount
identified in the Lucent Note Agreement. If the Series A Notes and Series B
Notes are not redeemed in full by January 2001 and January 2000, respectively,
the interest rate on each note will increase by 1.5% per annum on January 1.
However, the interest rate applicable to the Subordinated Notes shall not
exceed 12.125%. Interest payable on the Series A Notes and the Series B Notes
on or prior to May 11, 2004 shall be payable in additional Series A and Series
B Notes. Thereafter, interest shall be paid in arrears in cash on each six
month and yearly anniversary of the Series A and Series B closing date or, if
cash interest payments are prohibited under the Senior Credit Facility and/or
the Senior Subordinated Discount Notes, in additional Series A and Series B
Notes. As of December 31, 1998, 1999 and March 31, 2000 interest accrued under
the Series A Notes of $460, $3,504 and $4,426 (unaudited), respectively has
been included in long-term debt.

The Company may redeem the Subordinated Notes held by Lucent or any of its
affiliates at any time. The Series A Notes that are not held by Lucent or any
of its affiliates may be redeemed by the Company prior to May 2002 and after
May 2007. The Series B Notes that are not held by Lucent or any of its
affiliates may be redeemed by the Company prior to May 2000 and after May
2005. Any redemption after May 2007, in the case of the Series A Notes, and
May 2005, in the case of the Series B Notes, shall be subject to an interest
rate premium, as specified. All of the outstanding notes under the Lucent Note
Agreement as of December 31, 1998 and 1999 are held by Lucent. The Company
must comply with certain operating covenants. As of December 31, 1998, 1999
and March 31, 2000, the Company was in compliance with these operating
covenants.

In October 1999, the Company entered into an amended and restated note
purchase agreement with Lucent for the issuance of up to $12,500 of new series
A notes and up to $12,500 of new series B notes under a vendor expansion
facility in connection with prior acquisitions of licenses in certain markets.
The terms of these notes issued under these facilities are identical to the
original Lucent series A and series B notes.

In addition, pursuant to the amended and restated note purchase agreement,
Lucent has agreed to make available up to an additional $50.0 million of new
vendor financing not to exceed an amount equal to 30% of the value of
equipment, software and services provided by Lucent in connection with any
additional markets the Company acquires. This $50.0 million of availability is
subject to a reduction up to $20.0 million on a dollar for dollar basis of any
additional amounts Lucent otherwise lends to the Company for such purposes
under the Company's senior credit facilities. Any notes purchased under this
facility would be divided equally between Lucent series A and series B notes.
The terms of Lucent series A and series B notes issued under these expansion
facilities would be identical to the terms of the original Lucent series A and
series B notes as amended, including a maturity date of October 23, 2009.

In addition, any Lucent series B notes issued under the vendor expansion
facility will mature and will be subject to mandatory prepayment on a dollar
for dollar basis out of the net proceeds of any

F-18
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

future public or private offering or sale of debt securities, exclusive of any
private placement of notes issued to finance any additional markets and
borrowings under the senior credit facilities or any replacement facility.

U.S. Government financing

As of December 31, 1998, 1999 and March 31, 2000 the Company owes the U.S.
Government $9,192, $20,247 and $19,957 (unaudited) less a discount of $1,268,
$2,471 and $2,399 (unaudited) respectively, for the acquisition of PCS
licenses.

The terms of the notes related to the PCS licenses in New Orleans, Memphis,
Beaumont and Little Rock obtained during the 1997 F-Block auction include: an
interest rate of 6.25%, quarterly interest payments which commenced in July
1998 and continue for the one year thereafter, then quarterly principal and
interest payments for the remaining nine years. The promissory notes are
collateralized by the underlying PCS licenses.

During the year ended December 31, 1999, the Company completed the
acquisition of additional PCS licenses from Digital PCS, LLC and Wireless
2000, Inc. (see Note 10). As part of these acquisitions, the Company assumed
additional U.S. Government financing with the FCC amounting to $11,551, less a
discount of $1,631. The terms of the notes include an interest rate of 6.125%
for notes assumed from Digital PCS, LLC and 7.00% for notes assumed from
Wireless 2000, Inc., quarterly interest payments for a two-year period and
then quarterly principal and interest payments for the remaining eight years.

The notes were discounted using management's best estimate of the
prevailing market interest rate at the time of issuance of 10.25%.

In connection with entering into the senior credit facilities and the
senior-subordinated discount notes, the Company incurred certain debt issuance
costs. The Company capitalized debt issuance costs of $9,110, $12,742, and $0
(unaudited) during the years ended December 31, 1998, 1999 and the three
months ended March 31, 2000, respectively. The financing costs are being
amortized using the straight-line method over the term of the related debt.
For the years ended December 31, 1998, 1999 and the three months ended March
31, 2000, the Company recorded interest expense related to the amortization of
the deferred financing costs of $525, $1,750 and $578 (unaudited),
respectively.

As of March 31, 2000, minimum required annual principal repayment
(undiscounted) under all of the Company's outstanding debt obligations were as
follows (unaudited):

<TABLE>
<S> <C>
April-December 2000............................................ $ 1,037
For the year ending December 31,
2001......................................................... 1,448
2002......................................................... 2,102
2003......................................................... 5,561
2004......................................................... 5,785
2005......................................................... 6,037
Thereafter................................................... 842,414
--------
Total........................................................ $864,384
========
</TABLE>

F-19
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

As of December 31, 1999, minimum required annual principal repayment
(undiscounted) under all of the Company's outstanding debt obligations were as
follows:

<TABLE>
<S> <C>
For the year ending December 31,
2000......................................................... $ 1,361
2001......................................................... 1,448
2002......................................................... 2,102
2003......................................................... 5,561
2004......................................................... 5,785
Thereafter................................................... 847,494
--------
Total........................................................ $863,751
========
</TABLE>

9. AT&T Transaction

In January 1998, the Company entered into a Securities Purchase Agreement
(the Securities Purchase Agreement) with AT&T Wireless PCS, Inc. and TWR
Cellular Inc. (both subsidiaries of AT&T Corporation and collectively referred
to as AT&T), the stockholders of Holding and various venture capital
investment firms (the Cash Equity Investors). The Securities Purchase
Agreement allows the Company to be a provider of wireless mobility services in
its licensed regions utilizing the AT&T brand name.

Upon the receipt of FCC approval in July 1998, the Company finalized the
transaction contemplated in the Securities Purchase Agreement (the AT&T
Transaction). As a result, the Company (i) issued preferred stock and paid
AT&T $21,000 in exchange for 20 MHz PCS licenses with a fair value of $94,850
and certain operating agreements with AT&T for exclusivity, network
membership, long distance and roaming with a fair value of $27,050 (ii) issued
preferred and common stock for 100% of the outstanding ownership interests in
Holding, which includes 10 MHz PCS licenses which was recorded at historical
cost; and (iii) issued preferred and common stock for a cash commitment from
the initial investors other than AT&T Wireless of $128,000 to be paid over a
three year term plus an additional $5,000 upon the closing of the Digital PCS,
Inc. transaction (see Note 10).

The general terms of the operating agreements with AT&T are summarized
below:

AT&T Exclusivity: The Company will be AT&T's exclusive facilities-based
provider of mobile wireless telecommunications services within the
Company's BTAs for an initial ten year period. This agreement will
automatically renew for a one-year term and then operate on a year-to-year
basis unless one party terminates at least ninety (90) days prior to the
end of any one-year term.

The Company has determined the fair value of this agreement to be $11,870
and is amortizing this value over the initial 10 year term.

Network Membership License Agreement: The Network Membership License
Agreement (the License Agreement) defines that AT&T will make available to
the Company use of the AT&T logo and the right to refer to itself as a
"Member of the AT&T Wireless Network" to market its PCS services. Through
the use of these rights, the Company expects to participate in and benefit
from AT&T promotional and marketing efforts. The License Agreement has an
initial five-year term with a five-year renewal term if both the Company
and AT&T elect to renew at least ninety 90 days prior to the expiration of
the initial term. The Company determined the fair value of this agreement
to be $8,480 and is amortizing this value over the initial five-year term.

F-20
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Intercarrier Roamer Services Agreement: AT&T and the Company have entered
into a twenty-year reciprocal roaming agreement provided that their
customers who own tri-mode phones will roam on the other's mobile wireless
systems at commercially reasonable rates to the extent commercially and
technologically feasible. Thereafter, this agreement shall renew
automatically on a year-to-year basis unless either the Company or AT&T
terminates this agreement by written notice at least 90 days prior to the
conclusion of the original or any subsequent term. After ten years, this
agreement may be terminated by the Company or AT&T at any time upon 90 days
prior written notice.

The Company has determined the value of this roaming agreement to be $3,500
and is amortizing this value over the initial 10-year term.

Long Distance Agreement: The long distance agreement provides that AT&T
will be the exclusive provider for long distance services to the Company's
customers within the Company's licensed regions for an initial three year
period. The long distance agreement requires that the Company meet a
minimum traffic volume commitment during the term of the agreement. If the
Company fails to meet such volume commitments, the Company must pay to AT&T
the difference between the expected fee based on the volume of the
commitment and the fees based on actual volume.

The Company had determined the fair value of this agreement to be $3,200
and is amortizing this value over the initial three-year term.

Triton PCS, Inc. (Triton), Tritel Communications (Tritel), and the Company
have adopted a common brand, SunCom, which is co-branded with equal emphasis
with the AT&T brand name and logo. On April 16, 1999, Triton, Tritel and
TeleCorp Communications formed a new company, Affiliate License Co., L.L.C.,
to own, register and maintain the marks SunCom, SunCom Wireless and other
SunCom and Sun formative marks (SunCom Marks) and to license the SunCom Marks
to Triton, Tritel and the Company. Triton, Tritel and TeleCorp Communications
each have a 33% membership interest in Affiliate License Co., L.L.C. On April
16, 1999, Triton entered into an agreement to settle a potential dispute
regarding prior use of the SunCom brand. In connection with this settlement,
Triton agreed to pay $975 to acquire the SunCom Marks that were contributed to
Affiliate License Co., L.L.C. The Company paid $325 in royalty payments to
reimburse Triton for the contributed SunCom marks.

10. Acquisitions

On April 20, 1999, the Company completed the acquisition of 10 MHz PCS
licenses covering the Baton Rouge, Houma, Hammond and Lafayette, Louisiana
BTA's from Digital PCS, LLC. The total purchase price of $6,114 was comprised
of $2,335 of mandatorily redeemable preferred stock and common stock of the
Company, the assumption of U.S. Government financing with the FCC of $4,102
less a discount of $609, and $286 in cash as reimbursement to Digital PCS,
LLC, for interest due to the FCC incurred prior to close and legal costs. The
entire purchase price has been allocated to the PCS license.

As a result of completing the transaction with Digital PCS, LLC, the Cash
Equity Investors have irrevocably committed to contribute $5,000 in exchange
for mandatorily redeemable preferred stock and common stock over a two year
period from the close of this transaction. As of March 31, 2000 the Company
has received $2,200 of the $5,000 commitment.

On May 24, 1999, the Company sold mandatorily redeemable preferred stock
and preferred stock to AT&T for $40,000. On May 25, 1999, the Company acquired
from AT&T 20 MHz PCS licenses

F-21
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

covering the San Juan MTA, 27 constructed cell sites, a switching facility,
leases for additional cell sites, the extension of the Network Membership
License Agreement, Long Distance Agreement, Intercarrier Roamer Services
Agreement and AT&T Exclusivity Agreement and the reimbursement of AT&T for
microwave relocation costs, salary and lease payments (the Puerto Rico
Transaction) incurred prior to acquisition. The total purchase price of this
asset acquisition was $99,694 in cash plus legal fees of $252. The purchase
price has been allocated to the assets acquired, based upon their estimated
fair value as follows:

<TABLE>
<S> <C>
PCS licenses..................................................... $70,421
Intangible assets--AT&T Agreements............................... 17,310
Cell sites site acquisition, switching facility assets and other
assets.......................................................... 9,015
Microwave relocation costs....................................... 3,200
-------
$99,946
=======
</TABLE>

As a result of completing this transaction, the Company's available
borrowings under the Lucent Note Agreement increased by $15,000 ($7,500 of
Series A and $7,500 of Series B) and certain Cash Equity Investors committed
$39,997 in cash in exchange for mandatorily redeemable preferred and common
stock. The Cash Equity Investors cash commitment of $39,997 will be funded
over a three-year period from the close of this transaction. As of December
31, 1999, the Company received $17,999 of this cash commitment. As a part of
obtaining this additional preferred and common stock financing, the Company
paid $2,000 to a Cash Equity Investor upon the closing of the transaction. In
addition, certain officers, the Chief Executive Officer and the Executive Vice
President and Chief Financial Officer of the Company were issued fixed and
variable awards of 5,318 and 2,380,536 restricted shares of mandatorily
redeemable Series E preferred stock and Class A common stock, respectively, in
exchange for their interest in Puerto Rico Acquisition Corporation. Puerto
Rico Acquisition Corporation was a special purpose entity wholly-owned by the
Company's Chief Executive Officer and Executive Vice President and Chief
Financial Officer. The fixed awards typically vest over a five-year period.
The estimated fair value of these shares has been recorded as deferred
compensation and is being amortized over the related vesting periods. The
variable awards vested based upon the completion of the Company's initial
public offering.

On June 2, 1999 the Company acquired from Wireless 2000, Inc. 15 MHz PCS
licenses in the Alexandria, Lake Charles and Monroe, Louisiana BTAs. The total
purchase price of $7,448 was comprised of $371 of mandatorily redeemable
preferred stock and common stock of the Company, the assumption of U.S.
Government financing with the FCC of $7,449 less a discount of $1,022 and $650
in cash as reimbursement of microwave relocation costs and reimbursement of
FCC interest and legal costs. The entire purchase price has been allocated to
the PCS licenses acquired.

In February 1999, Viper Wireless, Inc. (Viper), was formed to participate
in the C-Block PCS license reauction for additional spectrum in most of the
Company's markets. Viper was initially capitalized for $100 and was equally-
owned by the Company's Chief Executive Officer and Executive Vice President-
Chief Financial Officer. In order to participate in the reauction, the Company
paid the FCC an initial deposit of $17,819, on behalf of Viper.
Simultaneously, the Company transferred this initial deposit to Viper in
exchange for an 85% ownership interest which represented a 49.9% voting
interest.

On April 15, 1999, the FCC announced Viper was the high bidder for 15 MHz
licenses in New Orleans, Houma and Alexandria, Louisiana, San Juan, Puerto
Rico and Jackson, Tennessee and 30 MHz licenses in Beaumont, Texas. The total
auction price is $32,286 plus legal fees of $47. During

F-22
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

the year ended December 31, 1999, the FCC refunded $11,361 of the initial
deposit; however, the Company was required to pay the FCC $11,059 as a final
deposit on behalf of Viper. As of and for the year ended December 31, 1999,
Viper had no financial activity other than its capitalization which includes
the transfer of the initial deposit to Viper. The Company received final
regulatory approval of the license transfer from the FCC on September 9, 1999.
The entire purchase price has been allocated to the PCS licenses acquired.

AT&T and certain of the Company's other stockholders have committed an
aggregate of up to approximately $32,300 in exchange for additional shares of
mandatorily redeemable preferred stock, Series F preferred stock and Class A
common stock of the Company. As part of this financing, the Company paid
approximately $500 to an affiliate of a Cash Equity Investor for closing this
preferred and common stock financing. In May and July 1999, AT&T and certain
Cash Equity Investors funded approximately $17,516 of their commitment to the
Company. The Company made its final payment of $14,770 to the FCC on September
13, 1999 with respect to these licenses and received the remaining funding
commitments from AT&T and the certain Cash Equity Investors on September 29,
1999.

11. Mandatorily Redeemable Preferred Stock and Stockholders' Equity

Holding

Holding's authorized capital stock consisted of 6,000 shares of no par
value mandatorily redeemable Series A preferred stock, 125,000 shares of no
par value Class A common stock, 175,000 shares of no par value Class B common
stock and 175,000 shares of no par value Class C common stock. This capital
stock was in existence during 1996, 1997, and through July 1998, the closing
of the AT&T Transaction, at which time Holding became a wholly-owned
subsidiary of the Company. Subsequent to the AT&T Transaction, the authorized
and outstanding shares of Holding were cancelled and replaced with 1,000
authorized shares of common stock of which 100 shares were issued to the
Company.

TeleCorp

On May 14, 1999, TeleCorp restated its Certificate of Incorporation, which
was subsequently amended. The Restated Certificate of Incorporation, as
amended, provides the Company with the authority to issue 918,339,090 shares
of common stock, consisting of the following:

<TABLE>
<CAPTION>
Par Shares
Preferred Stock Value Authorized
--------------- ----- ----------
<S> <C> <C>
Mandatorily redeemable
Series A............... $0.01 100,000
Mandatorily redeemable
Series B............... $0.01 200,000
Mandatorily redeemable
Series C............... $0.01 215,000
Mandatorily redeemable
Series D............... $0.01 50,000
Mandatorily redeemable
Series E............... $0.01 30,000
Series F................ $0.01 15,450,000
----------
Total................. 16,045,000
==========
</TABLE>
<TABLE>
<CAPTION>
Par Shares
Common Stock Value Authorized
------------ ----- -----------
<S> <C> <C>
Class A................ $0.01 608,550,000
Class B................ $0.01 308,550,000
Class C tracked........ $0.01 309,000
Class D tracked........ $0.01 927,000
Voting Preference...... $0.01 3,090
-----------
Total................ 918,339,090
===========
</TABLE>

F-23
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

The following schedules represent the transactions that took place with
respect to Holding's mandatorily redeemable preferred stock and common stock
for the year ended December 31, 1998.

<TABLE>
<CAPTION>
Series A Preferred stock
--------------------------
Shares Amount
------------ -------------
<S> <C> <C>
Balance, December 31, 1997....................... 367 $ 4,144
Accretion of preferred stock dividends........... -- 224
Recapitalization of Holding...................... (367) (4,368)
---------- -------------
Balance, December 31, 1998....................... -- $ --
========== =============
</TABLE>

<TABLE>
<CAPTION>
Class A Class B Class C
Common Stock Common Stock Common Stock Common Stock
-------------- -------------- --------------- -------------
Shares Amount Shares Amount Shares Amount Shares Amount Total
------ ------ ------ ------ ------- ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1997................... 4,834 $ 856 1,974 $ -- 12,527 $ -- -- $ -- $ 856
Recapitalization of
Holding................ (4,834) (856) (1,974) -- (12,527) -- 100 -- (856)
Elimination of 100% of
equity interests in
Holding................ -- -- -- -- -- -- (100) -- --
------ ----- ------ ----- ------- ----- ---- ----- -----
Balance, December 31,
1998................... -- $ -- -- $ -- -- $ -- -- $ -- $ --
====== ===== ====== ===== ======= ===== ==== ===== =====
</TABLE>

The following schedule represents the transactions that took place with
respect to TeleCorp's mandatorily redeemable preferred stock, Series F
preferred stock and common stock for the period July 1998 to March 31, 2000.

<TABLE>
<CAPTION>
Series A Series C Series D Series E
Preferred stock Preferred stock Preferred stock Preferred stock
--------------- ---------------- ---------------- ----------------
Shares Amount Shares Amount Shares Amount Shares Amount Total
------ -------- ------- -------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mandatorily redeemable
preferred stock
Issuance of preferred
stock to AT&T PCS for
licenses and AT&T
agreements............. 66,723 $ 66,723 -- $ -- 34,267 $ 34,143 -- $ -- $100,866
Issuance of preferred
stock to initial
investors other than
AT&T Wireless, net of
issuance costs of
$1,028................. -- -- 128,000 126,848 -- -- -- -- 126,848
Accretion of preferred
stock dividends........ -- 3,040 -- 3,819 -- 946 -- 541 8,346
Noncash issuance of
restricted stock....... -- -- -- -- -- -- 5,505 6 6
Repurchase of restricted
stock for cash......... -- -- -- -- -- -- (784) (1) (1)
Noncash issuance of
preferred stock for
equity of Holding...... -- -- 7,348 4,334 -- -- 14,156 10 4,344
------ -------- ------- -------- ------- -------- ------- ------- --------
Balance, December 31,
1998................... 66,723 69,763 135,348 135,001 34,267 35,089 18,877 556 240,409
Issuance of preferred
stock for cash, net of
issuance costs
of $2,500.............. 30,750 30,454 72,382 51,089 15,150 11,080 -- -- 92,623
Issuance of preferred
stock for PCS licenses
and operating
agreements............. -- -- 2,878 2,674 -- -- -- -- 2,674
Accretion of preferred
stock dividends........ -- 9,124 -- 10,939 -- 2,646 -- 1,415 24,124
Noncash issuance of
restricted stock....... -- -- -- -- -- -- 6,741 353 353
Repurchase of restricted
stock or cash.......... -- -- -- -- -- -- (577) (1) (1)
------ -------- ------- -------- ------- -------- ------- ------- --------
Balance, December 31,
1999................... 97,473 109,341 210,608 199,703 49,417 48,815 25,041 2,323 360,182
Accretion of preferred
stock dividends
(unaudited)............ -- 2,765 -- 3,723 -- 844 -- 401 7,733
------ -------- ------- -------- ------- -------- ------- ------- --------
Balance, March 31, 2000
(unaudited)............ 97,473 $112,106 210,608 $203,426 49,417 $ 49,659 25,041 $ 2,724 $367,915
====== ======== ======= ======== ======= ======== ======= ======= ========
</TABLE>

F-24
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

<TABLE>
<CAPTION>
Voting
Series F Class A Class C tracked Class D tracked Preference
Preferred stock Common stock Common stock Common stock Common stock
----------------- ------------------ ----------------- ----------------- -------------
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Total
---------- ------ ---------- ------ --------- ------- --------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series F preferred and
common stock
Issuance of common stock
to initial investors
other than AT&T
Wireless for cash...... -- $-- 37,540,390 $375 110,549 $1 827,487 $8 -- $-- $ 384
Issuance of preferred
stock to AT&T PCS for
licenses and AT&T
agreements............. 10,308,676 103 -- -- -- -- -- -- -- -- 103
Exchange of 100% of
equity interests in
Predecessor Company for
equity in the Company.. -- -- 7,583,463 76 173,264 2 23,942 -- 3,090 -- 78
Noncash issuance of
restricted stock....... -- -- 3,095,473 31 -- -- -- -- -- -- 31
Repurchase of restricted
stock for cash......... -- -- (552,474) -- -- -- -- -- -- -- --
---------- ---- ---------- ---- --------- ----- --------- ----- ----- ---- ------
Balance, December 31,
1998................... 10,308,676 103 47,666,852 482 283,813 3 851,429 8 3,090 596
Issuance of common stock
and preferred stock for
cash................... 4,604,102 46 22,366,242 224 -- -- -- -- -- -- 270
Issuance of common stock
in initial public
offering............... -- -- 10,580,000 106 -- -- -- -- -- -- 106
Issuance of common stock
for PCS licenses and
operating agreements... -- -- 865,089 9 -- -- -- -- -- -- 9
Noncash issuance of
restricted stock....... -- -- 3,382,493 24 -- -- -- -- -- -- 24
Repurchase of restricted
stock for cash......... -- -- (406,787) -- -- -- -- -- -- -- --
---------- ---- ---------- ---- --------- ----- --------- ----- ----- ---- ------
Balance, December 31,
1999................... 14,912,778 149 84,453,889 845 283,813 3 851,429 8 3,090 -- 1,005
Issuance of common stock
in concurrent AT&T
offering (unaudited)... -- -- 2,245,000 22 -- -- -- -- -- -- 22
---------- ---- ---------- ---- --------- ----- --------- ----- ----- ---- ------
Balance, March 31, 2000
(unaudited)............ 14,912,778 $149 86,698,889 $867 283,813 $3 851,429 $8 3,090 $-- $1,027
========== ==== ========== ==== ========= ===== ========= ===== ===== ==== ======
</TABLE>

F-25
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Stock Split

On August 27, 1999 and on November 5, 1999, the Company filed amendments to
its certificate of incorporation with the Delaware Secretary of State to
effect a 100 for 1 stock split and 3.09 for 1 stock split respectively, of its
outstanding and authorized Series F preferred stock and all classes of its
common stock. The stock splits have been retroactively reflected in the
financial statements for all periods presented. In addition, the amendment to
the Company's certificate of incorporation increased the authorized number of
shares of each of the Class A common stock and the Class B common stock by 15
million. In addition, the Board of Directors and the stockholders approved
further amendments and restatements to the Company's certificate of
incorporation becoming effective upon the closing of the Company's initial
public offering, including a 300 million increase in the number of authorized
shares of the Company's class A common stock.

Initial Public Offering and Concurrent Offering

On November 23, 1999 in an initial public offering of 10.58 million shares
of Class A common stock for $20.00 per share, the Company raised proceeds of
approximately $197,317, net of underwriter's discount of $14,283. Offering
costs, including legal, accounting and printing costs associated with the
offering totaled $1,801, and these costs were charged directly against paid-in
capital.

In a concurrent offering to AT&T Wireless, the Company issued 2,245,000
shares of Class A common stock for $18.65 per share. The Company raised
proceeds of $41,869, which was received on January 18, 2000.

There are no issued or outstanding shares of Series B preferred stock,
Senior common stock or Class B common stock as of December 31, 1999 or March
31, 2000.

F-26
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

The conversion features and conversion prices of the Company's issued stock
are summarized below:

<TABLE>
<CAPTION>
Convertible
Security Convertible Into Conversion Price
------------------- ---------------------------- ----------------------------
<C> <C> <S>
Series A preferred After July 2006, at the The Series A conversion rate
stock holders' option, into Class is equal to the liquidation
A common stock Preference of the Series A
preferred stock on the
conversion date divided by
the market price of the
Class A common stock on the
Conversion date.

Series C preferred At the option of the Company The liquidation preference
stock at the IPO price of A or B of the Series C preferred
common stock stock divided by the IPO
price of $20.00 per share.

Series D preferred If Series C preferred stock The liquidation preference
stock is Converted then divided by the IPO price of
automatically at the IPO $20.00 per share.
date into Senior common
stock

Series E preferred At the option of the Company The liquidation preference
stock at the IPO date into either of the Series E preferred
Class A or Class B common stock divided by the IPO
stock price of $20.00 per share.

Series F preferred At the holders' option, into One share of Series F
stock and Senior Class A, Class B or Class D preferred stock or Senior
common stock common stock, depending upon common stock for one share
the occurrence of certain of either Class A, Class B
defined events or Class D common stock.

Class A common At the holders' option into One share of Class B common
stock Class B common stock stock for one share of Class
A Common stock.

Class C tracked Subject to FCC constraints One share of Class A or
common stock and Board approval, at the Class B common stock for one
holders' option and by share of Class C tracked
affirmative vote of at least common stock.
66 2/3% of Class A common
stock into Class A or Class
B common stock

Class D tracked Subject to FCC constraints One share of Class A or
common stock and Board approval, at the Class B common stock for one
holders' option and by share of Class D tracked
affirmative vote of at least common stock.
66 2/3% of Class A common
stock into Class A or Class
B common stock
</TABLE>

F-27
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

The conversion features and conversion prices of the Company's issued stock
are summarized below:

Liquidation rights

In the event of any liquidation, dissolution or winding up of the Company,
as defined, the stockholders of the Company are entitled to liquidation
preferences as follows:

<TABLE>
<CAPTION>
Order of
Distribution Stock Classification Distribution Preference
------------------- --------------------------------- ------------------------
<C> <C> <S>
First Series A and Series B preferred $1,000 per share plus
stock accrued and unpaid
dividends.

Second Series C and Series D preferred Series C: actual paid-in
stock capital per share plus
accrued and unpaid
dividends plus interest
of 6% per annum on the
actual paid-in capital,
compounded quarterly,
less amount of dividends
declared and paid.

Series D: $1,000 per
share plus accrued and
unpaid dividends plus an
amount equal to interest
on $1,000 per share at a
rate of 6% per annum,
compounded quarterly,
less amount of dividends
declared and paid.

Third Series E preferred stock Accrued and unpaid
dividends, plus an
amount equal to interest
on $1,000 per share at
6% per annum, compounded
quarterly, less
dividends declared and
paid.

Fourth Series F preferred stock and Series F preferred:
Senior common stock $0.000032 per share plus
accrued and unpaid
dividends.

Senior common stock: The
sum of the liquidation
preference of each share
of Series D and Series F
preferred stock
converted in Senior
common stock divided by
the aggregate number of
shares of Senior common
stock issued upon
conversion of shares of
Series D and Series F
preferred stock.
</TABLE>
Dividends and voting rights

The holders of the Series A and Series B preferred stock are entitled to
cumulative quarterly cash dividends at an annual rate of 10% of the
liquidation preference of the then outstanding shares. The holders of the
remaining shares of preferred and common stock are entitled to dividends if
and when declared.

The Class A common stock has 4,990,000 voting rights and the Voting
Preference common stock has 5,010,000 voting rights. The remaining shares of
preferred and common stock shall have no voting rights, except as provided by
law or in certain limited circumstances.

F-28
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Call and redemption features

The preferred stock is callable at the option of the Company at a price
equal to the liquidation preference on the redemption date. The Series A
preferred stock is callable thirty days after the 10th anniversary of the
issuance of such shares. The Series B preferred stock is callable at any time.
The Series C and Series D preferred stock are callable at any time, provided
that the Series C and Series D Preferred Stock are called concurrently.

The Series A, Series B, Series C, Series D and Series E preferred stock are
redeemable thirty days after the 20th anniversary of the issuance of such
shares at the option of the holder at a price equal to the liquidation
preference on the redemption date. The Series F preferred stock is not
redeemable. Pursuant to a Management Agreement, the Company may redeem certain
shares of Class A common stock and Series E preferred stock held by the
Company's Chief Executive Officer and Executive Vice President (the TeleCorp
Management Company officers). For the period from the finalization of the AT&T
Transaction to December 31, 1998, the Company accreted $8,345 of dividends in
connection with this redemption feature.

Tracked common stock

The Class C and Class D common stock have been designated as Tracked common
stock. The holders of the Tracked common stock are entitled to a dividend,
when available, equal to the excess of the fair value of the net assets of
Holding over the aggregate par value of the outstanding shares of the Tracked
common stock. After all other preferential liquidating distributions have been
made, the holders of the Tracked common stock will be entitled to a
liquidation preference equal to the excess of the fair value of the net assets
of Holding.

Participating stock

The Series F preferred stock, the Senior common stock and the Class A and B
common stock are participating stock, and the Board of Directors may not
declare dividends on or redeem, purchase or otherwise acquire for
consideration any shares of the Participating Stock, unless the Board of
Directors makes such declaration or payment on the same terms with respect to
all shares of participating stock, ratably in accordance with each class and
series of participating stock then outstanding.

Net Loss Per Share

The following table sets forth the computation of basic and diluted net
loss per share:

<TABLE>
<CAPTION>
For the
three months
For the year ended December 31, ended March 31,
---------------------------------- ---------------
1997 1998 1999 2000
-------- ----------- ----------- ---------------
(unaudited)
<S> <C> <C> <C> <C>
Numerator:
Net loss.............. $ (3,335) $ (51,155) $ (250,996) $ (74,499)
Less: accretion of
mandatorily redeemable
preferred stock........ (726) (8,567) (24,124) (7,733)
-------- ----------- ----------- -----------
Net loss attributable
to common equity..... $ (4,061) $ (59,722) $ (275,120) $ (82,232)
======== =========== =========== ===========

Denominator:
Basic and diluted net
loss per share--
weighted average
shares................. 36,340 27,233,786 76,895,391 99,556,975
======== =========== =========== ===========
Net loss attributable to
common equity per
share--basic and
diluted................ $(111.74) $ (2.19) $ (3.58) $ (0.83)
======== =========== =========== ===========
</TABLE>

F-29
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

The following equity instruments were not included in the diluted net loss
per share calculation because their effect would be anti-dilutive:
<TABLE>
<CAPTION>
For the year
ended For the
December 31, three months ended
----------------- March 31,
1997 1998 1999 2000
---- ---- ------- ------------------
(unaudited)
<S> <C> <C> <C> <C>
Mandatorily redeemable preferred
stock series A...................... -- -- 97,473 97,473
Stock options........................ -- -- 545,497 779,599
Contingently returnable Class A
common stock........................ -- -- -- 2,748,958
</TABLE>

12. Restricted Stock Plan and Restricted Stock Awards

In July 1998, the Company adopted a Restricted Stock Plan (the Plan) to
attract and retain key employees and to reward outstanding performance. Key
employees selected by management may elect to become participants in the Plan
by entering into an agreement which provides for issuance of fixed and
variable units consisting of Series E mandatorily redeemable preferred stock
and Class A common stock. The fixed units typically vest over a five or six
year period. The variable units vest based upon certain events taking place,
such as buildout milestones, Pop coverage, the completion of an initial public
offering and other events. Unvested shares are forfeited upon termination of
employment. The shares issued under the Plan shall consist of units
transferred to participants without payment as additional compensation for
their services to the Company. The total number of units that may be awarded
to key employees shall not exceed 7,085 units and 4,000,000 shares of Series E
preferred stock and Class A common stock, respectively, as determined upon
award. Any units not granted on or prior to July 17, 2003 shall be awarded to
two officers of the Company. Each participant has voting, dividend and
distribution rights with respect to all shares of both vested and unvested
common stock. After the Class A shares become publicly traded, the right of
first offer will no longer exist for the Series E preferred shares. In
addition the shares contain rights of inclusion and first negotiation. The
Company may repurchase unvested shares, and under certain circumstances,
vested shares of participants whose employment with the Company terminates.
The repurchase price is equal to $0.01 and $0.00003 per share for the Series E
preferred and common stock, respectively.

Activity under the Plan is as follows:

<TABLE>
<CAPTION>
Series E Estimated Estimated
preferred fair value Class A fair value
stock per share common stock per share
--------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Shares awarded......... 5,505 $ 1.00 3,095,473 $ .003
Repurchases............ (784) -- (552,474) --
----- ---------
Balance, December 31,
1998.................. 4,721 $ 1.00 2,542,999 $ .003
Shares awarded......... 2,677 $52.00-$72.98 1,748,609 $.003-$20.00
Repurchases............ (577) -- (406,787) --
----- ---------
Balance, December 31,
1999.................. 6,821 $ 1.00-$72.98 3,884,821 $.003-$20.00
Shares awarded (unau-
dited)................ -- -- -- --
Repurchases (unaudited)
...................... -- -- -- --
----- ---------
Balance, March 31, 2000
(unaudited)........... 6,821 $ 1.00-$72.98 3,884,821 $.003-$20.00
===== =========
</TABLE>

Deferred compensation and compensation expense related to the issuance of
restricted stock to employees, based on the estimated fair value of the
preferred and common stock, was immaterial for the year ended December 31,
1998.

F-30
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Certain awards granted under the Plan were variable awards. Upon the
initial offering, the variable stock awards became fixed. At that point, the
Company recorded deferred compensation expense based on the difference between
the estimated fair value and the exercise price of the award in the amount of
$61,999. For the year ended December 31, 1999 and the three months ended March
31, 2000, the Company recorded compensation expense related to those
restricted stock awards of $30,115 and $4,107 (unaudited), respectively. The
remaining deferred compensation balance related to the restricted stock awards
of $32,670 and $28,563 (unaudited) at December 31, 1999 and March 31, 2000,
respectively, will be recognized as compensation expense over the remaining
vesting period. Outstanding fixed awards and variable awards as of
December 31, 1998, 1999 and March 31, 2000 are as follows:

<TABLE>
<CAPTION>
December 31, December 31, March 31,
1998 1999 2000
------------ ------------ -----------
(unaudited)
<S> <C> <C> <C>
Series E preferred stock:
Fixed awards......................... 3,664 6,821 6,821
Variable awards...................... 1,057 -- --
--------- --------- ---------
Total Series E awards.............. 4,721 6,821 6,821
========= ========= =========
Class A common stock:
Fixed awards......................... 1,152,605 3,884,821 3,884,821
Variable awards...................... 1,390,394 -- --
--------- --------- ---------
Total Class A awards............... 2,542,999 3,884,821 3,884,821
========= ========= =========
</TABLE>

The Chief Executive Officer and the Executive Vice President were issued
variable restricted stock awards outside of the Restricted Stock Plan. Upon
the initial public offering, the variable stock awards became fixed. At that
point, the Company recorded deferred compensation expense based the difference
between the estimated fair value and the exercise price of the award. The
company recorded $28,823 as deferred compensation related to these awards and
will recognize that as compensation expense over the related vesting periods,
of which $14,809 and $1,201 (unaudited) was recorded as compensation expense
for the year ended December 31, 1999 and the three months ended March 31,
2000, respectively.

13. Employee and Director Stock Option Plan

On July 22, 1999, the Company implemented the 1999 Stock Option Plan to
allow employees and members of the Board of Directors to acquire shares of
Class B common stock. The options have an option term of 10 years, ratable
vesting over a three to four year period, exercise prices equal to the
estimated fair value of the underlying Class B common stock on the date of
award and restrictions on exercisability until (i) a qualified initial public
offering (IPO) to which the Class A voting common stock has been registered
under the Securities Act of 1933 for aggregate proceeds of $20,000, (ii) the
sale of all or substantially all of the assets of the Company or (iii) the
sale of all or substantially all of the outstanding capital stock of the
Company. The Company has reserved 1,814,321 shares of Class A common stock for
issuance under this plan.

The 581,967 stock options awarded during the period from July 22, 1999 to
November 23, 1999 represented variable awards since their exercisability was
restricted until the completion of the initial public offering, sale of assets
or sale of the Company. Therefore, the measurement date occurred when the
exercisability restrictions were relieved, upon the initial public offering.
At that point, the Company recorded deferred compensation expense based on the
difference between the initial public offering of $20.00 per share and the
exercise price of the award. All awards after the initial public offering are
fixed awards. The Company recorded $11,050 as deferred compensation related to
the

F-31
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

stock option awards and will recognize expense over the related vesting
periods, of which $1,709 and $970 (unaudited) was recorded as compensation
expense for the year ended December 31, 1999 and the three months ended March
31, 2000, respectively.

A summary of the status of the Company's stock option plan is presented
below:

<TABLE>
<CAPTION>
Weighted
Average
Remaining Weighted
Contractual Average
Option Price Life Exercise
Shares Range per share (Years) Price
------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Outstanding at December 31,
1998........................... -- $ -- -- $ --
Granted....................... 611,967 $0.0065--$37.88 9.6 $ 1.28
Exercised..................... -- -- -- --
Forfeited..................... (66,470) $ 0.0065 9.6 $0.0065
-------
Outstanding at December 31,
1999........................... 545,497 $0.0065--$37.88 9.6 $ 1.43
-------
Granted....................... 247,500 $ 20.00 9.8 $ 20.00
Exercised..................... -- -- -- --
Forfeited..................... (13,398) $ 0.0065 9.3 $0.0065
-------
Outstanding at March 31, 2000
(unaudited).................... 779,599 $0.0065--$37.88 9.5 $ 7.35
=======
Options vested at March 31, 2000
(unaudited).................... 76,801 $ 0.0065 9.3 $0.0065
=======
</TABLE>

No options were exercisable as of December 31, 1999 and March 31, 2000.

Options Outstanding at December 31, 1999
-----------------------------------

<TABLE>
<CAPTION>
Weighted Average
Remaining
Weighted Average Contractual Life
Exercise Price Number of Shares (Years)
---------------- ---------------- ----------------
<S> <C> <C>
$0.0065 515,497 9.1
$ 20.00 20,000 10.0
$ 37.88 10,000 10.0
-------
$ 1.43 545,497 9.2
=======
</TABLE>

Options Outstanding at March 31, 2000 (unaudited)
------------------------------------------

<TABLE>
<CAPTION>
Weighted Average
Remaining
Weighted Average Contractual Life
Exercise Price Number of Shares (Years)
---------------- ---------------- ----------------
<S> <C> <C>
$0.0065 502,099 9.3
$ 20.00 20,000 9.8
$ 37.88 10,000 9.8
$ 20.00 247,500 9.8
-------
$ 7.35 779,599 9.5
=======
</TABLE>

During the year ended December 31, 1999, the Company granted options to
purchase 611,967 shares of common stock, of which options to purchase 601,967
shares of common stock were granted at exercise prices below fair market
value.

F-32
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

During the three months ended March 31, 2000 the Company granted options to
purchase 247,500 shares of common stock, of which all was granted at an
exercise price below fair market value.

Options Granted for the Year Ended December 31, 1999
----------------------------------------------

<TABLE>
<CAPTION>
Market Price Weighted Average
Weighted Average of Stock on Fair Value Remaining Life
Shares Exercise Price Grant Date of Options (year)
------ ---------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C>
581,967 $0.0065 $20.00 $20.00 9.3
10,000 $ 20.00 $20.00 $18.34 9.8
10,000 $ 20.00 $36.97 $34.82 9.8
10,000 $ 37.88 $39.25 $36.09 9.8
-------
611,967 $ 1.28 $20.00--$39.25 $18.34--$36.09 9.2
=======
</TABLE>

Options Granted for the Three months Ended March 31, 2000 (unaudited)
-------------------------------------------------------------

<TABLE>
<CAPTION>
Market Price Weighted Average
Weighted Average of Stock on Fair Value Remaining Life
Shares Exercise Price Grant Date of Options (year)
------ ---------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C>
247,500 $20.00 $37.87 $35.70 9.8
-------
247,500 $20.00 $37.87 $35.70 9.8
=======
</TABLE>

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has elected to continue to follow the provisions of Accounting
Principle Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to
Employees," and to adopt the disclosure only provision of SFAS No. 123. If
compensation expense had been recorded based on the fair value at the grant
dates for awards under the Plan, the Company's pro forma net loss, pro forma
net loss per share basic and diluted would have been $82,552 and $0.83,
respectively, for the three months ended March 31, 2000. If compensation
expense had been recorded based on the fair value at the grant dates for
awards under the Plan for the years ended December 31, 1997, 1998 and 1999 and
for the three months ended March 31, 1999, the Company's pro forma net loss,
pro forma basic net loss per share and pro forma diluted net loss per share
would have been the same as their respective reported balances disclosed in
the financial statements for such periods.

The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions used for
grants issued during the year ended December 31, 1999 and the three months
ended March 31, 2000: volatility factor of 100%, weighted average expected
life of 10 years, weighted-average risk free interest rate of 6%, and no
dividend yield. The weighted average fair value of grants made during the year
ended December 31, 1999 and the three months ended March 31, 2000 was $20.52
and $35.70 (unaudited), respectively.

14. Mandatorily Redeemable Preferred and Common Stock Subscriptions Receivable

In connection with the AT&T Transaction described in Note 9 and the
acquisitions described in Note 10, the Company received various cash
commitments from the Cash Equity Investors in exchange for Series C preferred
stock and various classes of common stock. The Company has recorded a
preferred stock subscription receivable of $75,914, $97,001 and $97,001
(unaudited) as of

F-33
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

December 31, 1998, 1999 and March 31, 2000, respectively, as a reduction to
the mandatorily redeemable preferred stock and a common stock subscription
receivable of $86, $191 and $191 (unaudited) as of December 31, 1998, 1999 and
March 31, 2000, respectively, as a reduction to stockholders' equity (deficit)
for the unpaid commitment.

As of December 31, 1999 and March 31, 2000, the agreements require the
initial investors other than AT&T Wireless to fund their unconditional and
irrevocable obligations in installments in accordance with the following
schedules:

<TABLE>
<CAPTION>
For the year ended December 31, Amount
------------------------------- -------
<S> <C>
2000.............................................................. $37,650
2001.............................................................. 48,542
2002.............................................................. 11,000
-------
Total........................................................... $97,192
=======
</TABLE>

15. Income Taxes

There was no provision for income tax for the years ended December 31,
1997, 1998 and 1999, respectively. The tax effect of temporary differences
which gives rise to significant portions of the deferred tax assets as of
December 31, 1998, 1999 and March 31, 2000, respectively, are as follows:

<TABLE>
<CAPTION>
December 31,
------------------- March 31,
1998 1999 2000
-------- --------- -----------
(unaudited)
<S> <C> <C> <C>
Capitalized start-up costs.................. $ 17,599 $ 13,517 $ 12,673
Net operating losses........................ 3,635 92,579 112,183
Depreciation and amortization............... 289 (14,180) (15,716)
Original Issue Discount..................... 175 11,461 19,671
Other....................................... (843) 1,402 (252)
-------- --------- --------
20,855 104,779 128,559
Less valuation allowance.................... (20,855) (104,779) (128,559)
-------- --------- --------
$ -- $ -- $ --
======== ========= ========
</TABLE>

For federal income tax purposes, start-up costs are being amortized over
five years starting January 1, 1999 when active business operations commenced.
As of March 31, 2000, the Company had approximately $295,000 (unaudited) of
net operating losses. The net operating losses will begin to expire in 2012.
There may be a limitation on the annual utilization of net operating losses
and capitalized start-up costs as a result of certain ownership changes that
have occurred since the Company's inception. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely
than not that some portion or all of the deferred tax asset will not be
realized. Based on the Company's financial results, management has concluded
that a full valuation allowance for all of the Company's deferred tax assets
is appropriate.

F-34
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

A reconciliation between income taxes from operations computed using the
federal statutory income tax rate and the Company's effective tax rate is as
follows:

<TABLE>
<CAPTION>
December 31, March 31,
1999 2000
------------ -----------
(unaudited)
<S> <C> <C>
Federal tax at statutory rates................ 34.0% 34.0%
State tax expense............................. 3.5% 3.5%
Stock based compensation...................... (4.1%) (4.1%)
Change in valuation allowance................. (33.4%) (33.4%)
------- -------
0.0% 0.0%
======= =======
</TABLE>

16. Commitments

In May 1998, the Company entered into a vendor procurement contract (the
Vendor Procurement Contract) with Lucent, pursuant to which the Company may
purchase up to $285,000 of radio, switching and related equipment and services
for the development of the Company's wireless communications network. At
December 31, 1998, 1999, and March 31, 2000, the Company has purchased
approximately $90,900, $294,500, and $295,700 (unaudited), respectively, of
equipment and services from Lucent since the inception of the Vendor
Procurement Contract.

The Company has operating leases primarily related to retail store
locations, distribution outlets, office space, and rent for the Company's
network build-out. The terms of some of the leases include a reduction of
rental payments and scheduled rent increases at specified intervals during the
term of the leases. The Company is recognizing rent expense on a straight-line
basis over the life of the lease, which establishes deferred rent on the
balance sheet. As of March 31, 2000, the aggregate minimum rental commitments
under non-cancelable operating leases are as follows (unaudited):

<TABLE>
<S> <C>
For the Period April 1--December 31, 2000...................... $ 18,634
For the Year Ended December 31;
2001......................................................... 24,581
2002......................................................... 24,216
2003......................................................... 21,301
2004......................................................... 11,880
2005......................................................... 7,801
Thereafter................................................... 24,398
--------
Total...................................................... $132,811
========
</TABLE>

As of December 31, 1999, the aggregate minimum rental commitments under
non-cancelable operating leases are as follows:

<TABLE>
<S> <C>
For the Year Ended December 31;
2000......................................................... $ 21,605
2001......................................................... 21,375
2002......................................................... 21,057
2003......................................................... 18,374
2004......................................................... 10,330
Thereafter................................................... 27,999
--------
Total...................................................... $120,740
========
</TABLE>

F-35
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Rental expense was approximately $157, $3,193, $13,792 and $4,949
(unaudited) for the years ended December 31, 1997, 1998, 1999, and the three
months ended March 31, 2000 respectively.

The Company has entered into letters of credit to facilitate local business
activities. The Company is liable under the letters of credit for
nonperformance of certain criteria under the individual contracts. The total
amount of outstanding letters of credit was $1,425, $1,576 and $1,762
(unaudited) at December 31, 1998, 1999 and March 31, 2000, respectively. The
outstanding letters of credit reduce the amount available to be drawn under
the Senior Credit Facility (see Note 8). The Company is unaware of any events
that would have resulted in nonperformance of a contract during the years
ended December 31, 1998, 1999 or the three months ended March 31, 2000.

The Company has minimum purchase commitments of 15 million roaming minutes
from July 1999 to January 2002 from another wireless provider in Puerto Rico
relating to customers roaming outside its coverage area. The Company believes
it will be able to meet these minimum requirements.

Additionally, the Company has an obligation to AT&T Wireless to purchase a
minimum number of minutes of traffic annually over a specified time period and
a specified number of dedicated voice and data leased lines in order for it to
retain preferred pricing rates. The Company believes it will be able to meet
these minimum requirements.

17. Related Parties

The Company receives site acquisition, construction management, program
management, microwave relocation, and engineering services pursuant to a
Master Services Agreement with WFI. The Chief Executive Officer and Executive
Vice President and Chief Financial Officer of the Company were formerly
stockholders and senior officers of WFI. Fees for the above services are as
follows: $12 per site for site acquisition services, $7 per site for
construction management services, $9 per site for program management and $1
for microwave relocation services for all of the Company's existing regions.
Fees for engineering services are based upon WFI's customary hourly rates. For
the years ended December 31, 1997, 1998, 1999 and the three months ended March
31, 2000. the Company paid $1,940, $30,720, $75,975 and $9,836 (unaudited),
respectively, to WFI for these services. As of December 31, 1997, 1998, 1999
and March 31, 2000, the Company owed WFI $171, $21,178, $15,053 and $669
(unaudited), respectively. Subsequent to December 31, 1997, the Chief
Executive Officer and Executive Vice President sold 100% of their interests in
WFI.

In April 1997, Holding entered into an agreement to transfer PCS licenses,
operating assets, liabilities and U.S. Government financing, for the Houston,
Tampa, Melbourne and Orlando BTAs to four newly-formed entities created by
Holding's existing stockholder group: THC of Houston, Inc.; THC of Tampa,
Inc.; THC of Melbourne, Inc.; and THC of Orlando, Inc. (the THC entities).
These assets and liabilities were transferred in exchange for investment units
of the newly-formed THC entities which consisted of Class A, B and C common
stock and Series A preferred stock in August 1997. The carrying amount of the
total assets and liabilities transferred was $15,679 and $12,034,
respectively. Simultaneously, Holding reacquired shares of its preferred and
common stock in a $6,370 partial stock redemption through the exchange of the
investment units in the newly-formed companies of $3,645, which represented
the net difference between the cost of the assets and liabilities transferred
and the issuance of an aggregate of $2,725, of notes payable to those newly-
formed THC entities.

As a result of this transfer, Holding no longer retains any ownership
interest in the THC entities. Because this transaction was non-monetary in
nature and occurred between entities with the same stockholder group, the
transaction was recorded at historical cost. Subsequent to the transfer, the
Company reduced the notes payable by $653 which represented certain costs
incurred by the

F-36
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Company on behalf of the THC entities for the year ended December 31, 1997
pursuant to Transfer Agreements and Management Agreements. The combined
amounts owed THC Houston, Inc., THC Tampa, Inc., THC Melbourne, Inc., and THC
Orlando, Inc. of $2,073 as of December 31, 1997 were repaid in full during
1998. As of December 31, 1998, 1999 and March 31, 2000, the combined amounts
owed by the Company to THC Houston, Inc., THC Tampa, Inc., THC Melbourne,
Inc., and THC Orlando, Inc. were $547, $0 and $0 (unaudited), respectively.

The Executive Vice President serves as a consultant to ML Strategies, a
division of the law firm, Mintz, Levin, Cohn, Ferris, Glozsky, and Popeo, PC
(the Firm). The Firm also provides services for the Company. The Company
incurred $506 and $951(unaudited) during the year ended December 31, 1999 and
the three months ended March 31, 2000, respectively, for related services
performed by the Firm and the Company owed the Firm $50 and $0 (unaudited) at
December 31, 1999 and March 31, 2000, respectively.

As of December 31, 1997, the Company had amounts payable of $824, to
TeleCorp WCS, Inc. (WCS), an affiliate, formerly TeleCorp Management
Corporation, Inc. The amount payable to WCS represented $1,200 of funds
received by the Company on behalf of WCS related to wireless communications
service licenses owned by WCS reduced by expenses and other payments owed by
WCS to the Company. The entire balance due WCS as of December 31, 1997 was
repaid during 1998.

Pursuant to a Management Agreement, TeleCorp Management Corp. (TMC)
provides assistance to the Company in the form of administrative, operational,
marketing, regulatory and general business services. For these services,
beginning in July 1998, the Company pays a management fee to TMC of $550 per
year plus reimbursement of certain business expenses, payable in equal monthly
installments, plus an annual bonus. The management agreement has a five-year
term, but may be terminated by the Company upon the occurrence of certain
defined events. TMC may terminate the agreement at any time with proper
notice. The Officers of TMC own all of the ownership interest in TMC. For the
years ended December 31, 1998, 1999 and the three months ended March 31, 2000,
the Company paid approximately $533, $1,665 and $276 (unaudited),
respectively, to TMC for these services.

The Company has entered into a Master Site Lease Agreement with American
Towers, Inc., a company partially owned by certain stockholders of the
Company. Under this arrangement American Towers provides network site leases
for PCS deployment. The Company has incurred $17, $77 and $99 (unaudited)
expense for the years ended December 31, 1998, 1999 and the three months ended
March 31, 2000, respectively.

18. Defined Contribution Plan

During 1998, the Company established the TeleCorp Communications, Inc.
401(k) Plan (the 401(k) Plan), a defined contribution plan in which all
employees over the age of 21 are immediately eligible to participate in the
401(k) Plan. TeleCorp Communications, Inc. is a wholly-owned subsidiary of the
Company. Under the 401(k) Plan, participants may elect to withhold up to 15%
of their annual compensation, limited to $160 of total compensation as
adjusted for inflation. The Company may make a matching contribution based on
a percentage of the participant's contributions. Participants vest in the
Company's matching contributions as follows: 20% after one year; 60% after two
years and 100% after three years. Total Company contributions to the 401(k)
Plan were $505, $888 and $452 (unaudited) for the years ended December 31,
1998, 1999 and the three months ended March 31, 2000, respectively.

F-37
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

19. Subsidiary Guarantee

On April 23, 1999, the Company completed the issuance and sale of 11 5/8%
Senior Subordinated Discount Notes. The Notes are fully and unconditionally
guaranteed on a joint and several basis by TeleCorp Communications, Inc., one
of the Company's wholly-owned subsidiaries. Summarized financial information
of TeleCorp, TeleCorp Communications, Inc. and non-guarantor subsidiaries as
of December 31, 1998, 1999 and March 31, 2000 and for the years ended December
31, 1998, 1999 and for the three months ended March 31, 2000 are as follows:

Balance Sheet Information as of December 31, 1998:

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
-------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........... $ 93,047 $ 21,441 $ (2,755) $ -- $111,733
Accounts receivable.... -- -- -- -- --
Inventory.............. -- 778 -- -- 778
Intercompany
receivables........... 279,078 -- -- (279,078) --
Prepaid expenses and
other current assets.. 637 1,393 1,374 -- 3,404
-------- -------- -------- --------- --------
Total current assets.. 372,762 23,612 (1,381) (279,078) 115,915
Property and equipment,
net.................... 1,499 90,072 105,915 (17) 197,469
PCS licenses and
microwave relocation
Costs.................. -- 12,457 105,650 -- 118,107
Intangible assets--AT&T
agreements............. -- -- 26,285 -- 26,285
Deferred financing
costs, net............. 8,585 -- -- -- 8,585
Other assets............ 4,370 7 276 (4,370) 283
-------- -------- -------- --------- --------
Total assets.......... $387,216 $126,148 $236,745 $(283,465) $466,644
======== ======== ======== ========= ========
LIABILITIES, MANDATORILY
REDEEMABLE PREFERRED
STOCK AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Due to affiliates...... $ -- $ 92,923 $186,155 $(279,078) $ --
Accounts payable....... -- 8,331 6,261 -- 14,592
Accrued expenses....... 13 41,645 53,214 -- 94,872
Microwave relocation
obligation............ -- 6,636 -- -- 6,636
Accrued interest....... 3,992 -- 499 -- 4,491
-------- -------- -------- --------- --------
Total current
liabilities.......... 4,005 149,535 246,129 (279,078) 120,591
Long-term debt.......... 235,460 -- 7,925 -- 243,385
Microwave relocation
obligation............. -- 2,481 -- -- 2,481
Accrued expenses and
other.................. -- -- 196 -- 196
-------- -------- -------- --------- --------
Total liabilities..... 239,465 152,016 254,250 (279,078) 366,653
-------- -------- -------- --------- --------
Mandatorily redeemable
preferred stock........ 240,409 -- -- -- 240,409
Deferred compensation... -- (4) -- -- (4)
Treasury stock.......... -- -- -- -- --
Preferred stock
subscriptions
receivable............. (75,914) -- -- -- (75,914)
-------- -------- -------- --------- --------
Total mandatorily
redeemable preferred
stock................ 164,495 (4) -- -- 164,491
-------- -------- -------- --------- --------
Series F preferred
stock.................. 103 -- -- -- 103
Common stock............ 493 -- -- -- 493
Additional paid in
capital................ -- -- 4,370 (4,370) --
Deferred compensation... -- (7) -- -- (7)
Common stock
subscriptions
receivable............. (86) -- -- -- (86)
Accumulated deficit..... (17,254) (25,857) (21,875) (17) (65,003)
-------- -------- -------- --------- --------
Total shareholders'
equity (deficit)..... (16,744) (25,864) (17,505) (4,387) (64,500)
-------- -------- -------- --------- --------
Total liabilities and
shareholders' equity
(deficit)............ $387,216 $126,148 $236,745 $(283,465) $466,644
======== ======== ======== ========= ========
</TABLE>

F-38
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Balance Sheet Information as of December 31, 1999:
<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
---------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........... $ 186,110 $ (2,724) $ (1,056) $ -- $ 182,330
Accounts receivable.... -- 23,443 138 -- 23,581
Inventory.............. -- 15,802 -- -- 15,802
Intercompany
receivables........... 831,623 (415,728) (415,895) -- --
Prepaid expenses and
other current assets.. 146 1,325 2,357 -- 3,828
---------- --------- --------- -------- ---------
Total current assets.. 1,017,879 (377,882) (414,456) -- 225,541
Property and equipment,
net.................... 6,058 176,116 218,347 (71) 400,450
PCS licenses and
microwave relocation
costs.................. 2,119 47,835 217,728 -- 267,682
Intangible assets--AT&T
agreements............. -- -- 37,908 -- 37,908
Deferred financing
costs, net............. 19,389 188 -- -- 19,577
Other assets............ 4,385 601 17,944 (21,886) 1,044
---------- --------- --------- -------- ---------
Total assets.......... $1,049,830 $(153,142) $ 77,471 $(21,957) $ 952,202
========== ========= ========= ======== =========
LIABILITIES, MANDATORILY
REDEEMABLE PREFERRED
STOCK AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Accounts payable....... $ 96 $ 12,222 $ 26,585 $ -- $ 38,903
Accrued expenses....... (23) 48,983 3,017 -- 51,977
Microwave relocation
obligation............ -- 36,122 -- -- 36,122
Long-term debt, current
portion............... -- -- 1,361 -- 1,361
Accrued interest....... 675 -- 712 -- 1,387
Deferred revenue....... -- 1,709 -- -- 1,709
---------- --------- --------- -------- ---------
Total current
liabilities.......... 748 99,036 31,675 -- 131,459
Long-term debt.......... 622,795 -- 16,415 -- 639,210
Microwave relocation
obligation............. -- 2,365 -- -- 2,365
Accrued expenses........ -- -- 6,541 -- 6,541
---------- --------- --------- -------- ---------
Total liabilities..... 623,543 101,401 54,631 -- 779,575
---------- --------- --------- -------- ---------
Mandatorily redeemable
preferred stock........ 360,182 -- -- -- 360,182
Preferred stock
subscriptions
receivable............. (97,001) -- -- -- (97,001)
---------- --------- --------- -------- ---------
Total mandatorily
redeemable preferred
stock................ 263,181 -- -- -- 263,181
---------- --------- --------- -------- ---------
Stockholders' equity
(deficit):
Series F preferred
stock................. 149 -- -- -- 149
Common stock........... 856 -- -- -- 856
Additional paid in
capital............... 267,442 -- 21,886 (21,886) 267,442
Deferred compensation.. (42,811) -- -- -- (42,811)
Common stock
subscriptions
receivable............ (191) -- -- -- (191)
Accumulated deficit.... (62,339) (254,543) 954 (71) (315,999)
---------- --------- --------- -------- ---------
Total shareholders'
equity (deficit)..... 163,106 (254,543) 22,840 (21,957) (90,554)
---------- --------- --------- -------- ---------
Total liabilities,
mandatorily
redeemable preferred
stock and
shareholders' equity
(deficit)............ $1,049,830 $(153,142) $ 77,471 $(21,957) $ 952,202
========== ========= ========= ======== =========
</TABLE>

F-39
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Balance Sheet Information as of March 31, 2000 (Unaudited):

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
---------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......... $ 113,488 $ (16,450) $ (2,432) $ -- $ 94,606
Accounts receivable, net.......... -- 30,904 164 -- 31,068
Inventory......................... -- 22,315 -- -- 22,315
Intercompany receivables.......... 947,844 (471,227) (476,617) -- --
Prepaid expenses and other current
assets........................... 88 1,577 2,272 -- 3,937
---------- --------- --------- -------- --------
Total current assets............... 1,061,420 (432,881) (476,613) -- 151,926
Property and equipment, net........ 6,339 213,726 241,748 (71) 461,742
PCS licenses and microwave
relocation costs, net............. 2,105 110,981 160,310 -- 273,396
Intangible assets--AT&T agreements,
net............................... -- -- 36,119 -- 36,119
Deferred financing costs, net...... 18,811 188 -- 18,999
Other assets....................... 8,354 2,081 17,923 (21,886) 6,472
---------- --------- --------- -------- --------
Total assets..................... $1,097,029 $(105,905) $ (20,513) $(21,957) $948,654
========== ========= ========= ======== ========
LIABILITIES, MANDATORILY REDEEMABLE
PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.................. $ -- $ 14,243 $ 12,774 $ -- $ 27,017
Accrued expenses.................. 3,925 71,074 4,147 -- 79,146
Microwave relocation obligation,
current portion.................. -- 30,753 -- -- 30,753
Long-term debt, current portion... -- -- 1,461 -- 1,461
Accrued interest.................. 1,546 -- 644 -- 2,190
Deferred revenue.................. -- 2,907 -- -- 2,907
---------- --------- --------- -------- --------
Total current liabilities........ 5,471 118,977 19,026 -- 143,474
---------- --------- --------- -------- --------
Long-term debt..................... 633,766 -- 16,098 -- 649,864
Microwave relocation obligation.... -- 2,365 -- -- 2,365
Accrued expenses................... -- -- 7,877 -- 7,877
---------- --------- --------- -------- --------
Total liabilities................ 639,237 121,342 43,001 -- 803,580
---------- --------- --------- -------- --------
Mandatorily redeemable preferred
stock............................. 367,915 -- -- -- 367,915
Preferred stock subscriptions
receivable........................ (97,001) -- -- -- (97,001)
---------- --------- --------- -------- --------
Total mandatorily redeemable
preferred
stock, net...................... 270,914 -- -- -- 270,914
---------- --------- --------- -------- --------
Commitments and Contingencies
Stockholders' equity (deficit):
Series F preferred stock.......... 149 -- -- -- 149
Common stock...................... 878 -- -- -- 878
Additional paid-in capital........ 306,011 -- 21,886 (21,886) 306,011
Deferred compensation............. (42,182) (7) -- -- (42,189)
Common stock subscriptions
receivable....................... (191) -- -- -- (191)
Accumulated deficit............... (77,787) (227,240) (85,400) (71) (390,498)
---------- --------- --------- -------- --------
Total stockholders' equity
(deficit)....................... 186,878 (227,247) (63,514) (21,957) (125,840)
---------- --------- --------- -------- --------
Total liabilities, mandatorily
redeemable preferred stock and
stockholders' equity
(deficit)....................... $1,097,029 $(105,905) $ (20,513) $(21,957) $948,654
========== ========= ========= ======== ========
</TABLE>

F-40
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)
Statement of Operations Information for the year ended December 31, 1998:

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
-------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Service............... $ -- $ -- $ -- $ -- $ --
Roaming............... -- 29 -- -- 29
Equipment............. -- 777 261 (1,038) --
-------- -------- -------- ------- --------
Total revenue....... -- 806 261 (1,038) 29
-------- -------- -------- ------- --------
Operating expenses:
Cost of revenue....... -- -- -- -- --
Operations and
development.......... -- 5,218 4,675 (121) 9,772
Selling and
marketing............ -- 4,920 1,405 -- 6,325
General and
administrative....... 975 16,137 10,027 (900) 26,239
Depreciation and
amortization......... -- 459 1,125 -- 1,584
-------- -------- -------- ------- --------
Total operating
expense............ 975 26,734 17,232 (1,021) 43,920
-------- -------- -------- ------- --------
Operating loss...... (975) (25,928) (16,971) (17) (43,891)
Other (income) expense:
Interest expense...... 11,923 -- 11 -- 11,934
Interest income....... (4,427) (87) (183) -- (4,697)
Other expense......... 21 5 1 -- 27
-------- -------- -------- ------- --------
Net loss............ (8,492) (25,846) (16,800) (17) (51,155)
Accretion of mandatorily
redeemable preferred
stock.................. (8,567) -- -- -- (8,567)
-------- -------- -------- ------- --------
Net loss
attributable to
common equity...... $(17,059) $(25,846) $(16,800) $ (17) $(59,722)
======== ======== ======== ======= ========
</TABLE>

F-41
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Statement of Operations Information for the year ended December 31, 1999:

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
--------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Service............... $ -- $ 41,100 $ 4,282 $(4,063) $ 41,319
Roaming............... -- 29,010 -- -- 29,010
Equipment............. -- 17,353 -- -- 17,353
--------- --------- -------- ------- ---------
Total revenue....... -- 87,463 4,282 (4,063) 87,682
Operating expenses:
Cost of revenue....... -- 39,259 -- -- 39,259
Operations and
development.......... 1,472 26,833 11,682 (4,008) 35,979
Selling and
marketing............ 937 69,514 729 -- 71,180
General and
administrative....... 30,579 59,296 2,710 -- 92,585
Depreciation and
amortization......... 787 20,910 33,413 -- 55,110
--------- --------- -------- ------- ---------
Total operating
expense............ 33,775 215,812 48,534 (4,008) 294,113
--------- --------- -------- ------- ---------
Operating loss...... (33,775) (128,349) (44,252) (55) (206,431)
Other (income) expense:
Interest expense...... 49,356 15 1,942 -- 51,313
Interest income....... (6,200) (243) (21) -- (6,464)
Other expense......... -- (147) (137) -- (284)
--------- --------- -------- ------- ---------
Net loss............ (76,931) (127,974) (46,036) (55) (250,996)
Accretion of mandatorily
redeemable preferred
stock.................. (24,124) -- -- -- (24,124)
--------- --------- -------- ------- ---------
Net loss
attributable to
common equity...... $(101,055) $(127,974) $(46,036) $ (55) $(275,120)
========= ========= ======== ======= =========
</TABLE>

F-42
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Statement of Operations Information for the three months ended March 31, 2000
(Unaudited):

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--
Guarantor Non-Guarantor
TeleCorp Subsidiary Subsidiaries Eliminations Consolidated
-------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Service............... $ -- $ 36,757 $ 1,837 $(1,657) $ 36,937
Roaming............... -- 11,452 -- -- 11,452
Equipment............. -- 7,057 -- -- 7,057
-------- -------- -------- ------- --------
Total revenue....... -- 55,266 1,837 (1,657) 55,446
-------- -------- -------- ------- --------
Operating expenses:
Cost of revenue....... -- 19,026 -- -- 19,026
Operations and
development.......... -- 8,795 2,171 -- 10,966
Selling and
marketing............ -- 34,093 532 -- 34,625
General and
administrative....... 322 26,273 681 -- 27,276
Depreciation and
amortization......... 355 9,349 13,764 -- 23,468
-------- -------- -------- ------- --------
Total operating
expenses........... 677 97,536 17,148 -- 115,361
-------- -------- -------- ------- --------
Operating loss...... (677) (42,270) (15,311) (1,657) (59,915)
Other expense (income):
Interest expense...... 16,458 -- 532 -- 16,990
Interest income....... (2,329) (40) (15) -- (2,384)
Other income.......... -- -- (22) -- (22)
-------- -------- -------- ------- --------
Net loss............ (14,806) (42,230) (15,806) (1,657) (74,499)
Accretion of mandatorily
redeemable preferred
stock.................. (7,733) -- -- -- (7,733)
-------- -------- -------- ------- --------
Net loss
attributable to
common equity...... $(22,539) $(42,230) $(15,806) $(1,657) $(82,232)
======== ======== ======== ======= ========
</TABLE>

F-43
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Cash Flow Information for the year ended December 31, 1998:

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor
TeleCorp Subsidiary
--------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $ (8,496) $(26,645)
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization..................... -- 581
Noncash interest expense associated with Lucent
notes and senior subordinated debt............... 460 --
Amortization of deferred financing costs.......... 525 --
Changes in cash flow from operations resulting from
changes in assets and liabilities:
Accounts receivable............................... (57) (473)
Inventory......................................... -- (778)
Prepaid expenses and other current assets......... (580) (920)
Other assets...................................... -- (7)
Accounts payable.................................. -- 2,260
Accrued expenses.................................. 13 16,211
Accrued interest.................................. 3,992 --
--------- --------
Net cash used in operating activities........... (4,143) (9,771)
--------- --------
Cash flows from investing activities:
Expenditures for network under development,
wireless network and property and equipment...... -- (58,205)
Capitalized interest on network under development
and wireless network............................. (227) --
Expenditures for microwave relocation............. -- (3,339)
Purchase of PCS licenses.......................... (21,000) --
Partial refund of deposit on PCS licenses......... -- --
--------- --------
Net cash used in investing activities........... (21,227) (61,544)
--------- --------
Cash flows from financing activities:
Proceeds from sale of mandatorily redeemable
preferred stock.................................. 26,661 --
Direct issuance costs from sale of mandatorily
redeemable preferred stock....................... (1,027) --
Proceeds from sale of common stock................ 38 --
Proceeds from long-term debt...................... 235,000 --
Payments of deferred financing costs.............. (9,109) --
Proceeds from cash transfers from and expenses
paid by affiliates............................... 1,069 121,750
Payments on behalf of and transfers to
affiliates....................................... (134,215) (28,994)
--------- --------
Net cash provided by financing activities....... 118,417 92,756
--------- --------
Net increase in cash and cash equivalents........... 93,047 21,441
Cash and cash equivalents at the beginning of
period............................................. -- --
--------- --------
Cash and cash equivalents at the end of period...... $ 93,047 $ 21,441
========= ========
</TABLE>

F-44
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Cash Flow Information for the year ended December 31, 1999:
<TABLE>
<CAPTION>
TeleCorp
Communication,
Inc.--
Guarantor
TeleCorp Subsidiary
--------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $ (76,931) $(127,974)
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization...................... 787 18,102
Noncash compensation expense associated with the
issuance of restricted common stock and preferred
stock............................................. 31,817 --
Noncash interest expense associated with Lucent
Notes and High Yield facility..................... 26,895 --
Noncash general and administrative expense charged
by affiliates..................................... -- 2,962
Changes in cash flow from operations resulting from
changes in assets and liabilities:
Accounts receivable................................ -- (23,443)
Inventory.......................................... -- (15,024)
Prepaid expenses and other current assets.......... 491 68
Other assets....................................... (15) 6,343
Accounts payable................................... 96 3,891
Accrued expenses................................... (36) 7,338
Accrued interest................................... (3,317) --
Deferred revenue................................... -- 1,709
--------- ---------
Net cash used in operating activities............ (20,213) (126,028)
--------- ---------
Cash flows from investing activities:
Expenditures for network under development,
wireless network and property and equipment....... (5,016) (92,575)
Capitalized interest on network under development
and wireless network.............................. (5,317) --
Expenditures for microwave relocation.............. -- (5,654)
Purchase of PCS licenses........................... (2,146) --
--------- ---------
Net cash used in investing activities............ (12,479) (98,229)
--------- ---------
Cash flows from financing activities:
Proceeds from sale of mandatorily redeemable
preferred stock................................... 70,323 --
Proceeds from sale of common stock and series F
preferred stock................................... 21,725 --
Receipt of preferred stock subscription
receivable........................................ 9,414 --
Direct issuance costs from sale of mandatorily
redeemable preferred stock........................ (2,500) --
Proceeds associated with initial public offering... 197,317 --
Costs associated with initial public offering...... (1,801) --
Proceeds from long-term debt....................... 236,502 --
Payments of deferred financing costs............... (12,742) --
Proceeds from cash transfers from and expenses paid
by affiliates..................................... (392,483) 200,092
--------- ---------
Net cash provided by financing activities........ 125,755 200,092
--------- ---------
Net increase in cash and cash equivalents............ 93,063 (24,165)
Cash and cash equivalents at the beginning of
period.............................................. 93,047 21,441
--------- ---------
Cash and cash equivalents at the end of period....... $ 186,110 $ (2,724)
========= =========
</TABLE>

F-45
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

Cash Flow Information for the three months ended March 31, 2000 (Unaudited):

<TABLE>
<CAPTION>
TeleCorp
Communications,
Inc.--Guarantor
TeleCorp Subsidiary
--------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................... $ (14,806) $(42,230)
Adjustment to reconcile net loss to net cash (used
in) provided by operating activities:
Depreciation and amortization..................... 355 9,349
Noncash compensation expense...................... 5,077 --
Noncash interest expense.......................... 11,089 --
Bad debt expense.................................. -- 1,661
Changes in cash flow from operations resulting from
changes in assets and liabilities:
Accounts receivable............................... -- (7,487)
Intercompany receivables.......................... (116,221) 55,499
Inventory......................................... -- (6,513)
Prepaid expenses and other current assets......... (58) (102)
Other assets...................................... (3,969) (1,480)
Accounts payable.................................. (96) 2,021
Accrued expenses.................................. 8,970 21,967
Accrued interest.................................. 871 --
Deferred revenue.................................. -- 1,198
--------- --------
Net cash (used in) provided by operating
activities..................................... (108,788) 33,883
--------- --------
Cash flows from investing activities:
Expenditures for property and equipment........... -- (46,905)
Capitalized interest.............................. (622) --
Expenditures for microwave relocation............. -- (369)
Capitalized Tritel acquisition costs.............. (5,081) --
--------- --------
Net cash used in investing activities........... (5,703) (47,274)
--------- --------
Cash flows from financing activities:
Proceeds from sale of common stock................ 41,869 --
Payments on long term debt........................ -- (335)
--------- --------
Net cash provided by (used in) financing
activities..................................... 41,869 (335)
--------- --------
Net decrease in cash and cash equivalents........... (72,622) (13,726)
Cash and cash equivalents at the beginning of
period............................................. 186,110 (2,724)
--------- --------
Cash and cash equivalents at the end of period...... $ 113,488 $(16,450)
========= ========
</TABLE>

20. Subsequent Events

Offering

On July 11, 2000, the Company circulated an offering memorandum for the
issuance of Senior Subordinated Notes (Subordinated Notes) in the amount of
$450,000. The Subordinated Notes will be subject to optional redemption,
restrictive covenants, an exchange offer, registration rights and transfer
restrictions.

Acquisitions

On April 7, 2000, the Company completed its acquisition of TeleCorp LMDS,
Inc. (TeleCorp LMDS) through an exchange of all of the outstanding stock of
TeleCorp LMDS for 878,400 shares of the Company's class A common stock valued
at $45,896. TeleCorp LMDS's stockholders are Mr. Vento, Mr. Sullivan and three
of the Company's initial investors. As Mr. Vento and Mr. Sullivan have voting

F-46
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)
control of the Company and TeleCorp LMDS, the acquisition is accounted for as
an acquisition between companies under common control. The licenses acquired
will be recorded by the Company at $2,707 which represents the cost basis of
TeleCorp LMDS. The remaining $43,189 is considered a distribution to
shareholders of TeleCorp LMDS. By acquiring TeleCorp LMDS, TeleCorp gained
local multipoint distribution service licenses covering 1100 MHz of airwaves
in the Little Rock, Arkansas basic trading area and 150 MHz of airwaves in
each of the Beaumont, Texas; New Orleans, Louisiana; San Juan and Mayaguez,
Puerto Rico; and U.S. Virgin Islands basic trading areas.

On April 11, 2000, the Company completed its acquisition of the 15% of
Viper Wireless, Inc. (Viper Wireless) that it did not already own from Mr.
Vento and Mr. Sullivan in exchange for an aggregate of 323,372 shares of
TeleCorp's class A common stock and 800 shares of its series E preferred
stock. The Company acquired 85% of Viper Wireless on March 1, 1999 in exchange
for $32,286 contributed by AT&T and certain of the Company's other initial
investors for additional shares of its preferred and common stock. Viper
Wireless used the proceeds to participate in the Federal Communications
Commission's reauction of PCS licenses. Viper Wireless was subsequently
granted six PCS licenses in the reauction. In connection with the final
closing, the Company recognized compensation expense of $15,297 based on the
fair value of the class A common stock and series E preferred stock at the
date of issuance.

On April 27, 2000, the Company completed its acquisition of 15 MHz of
additional airwaves in the Lake Charles, Louisiana basic trading area from
Gulf Telecom, LLC (Gulf Telecom). As consideration for the additional airwaves
the Company paid Gulf Telecom $262 in cash, assumed approximately $2,400 in
Federal Communications Commission debt related to the license and reimbursed
Gulf Telecom $471 for interest it paid to the Federal Communications
Commission on the debt related to the license from June 1998 through March
2000. The entire purchase price will be allocated to acquired licenses.

Tritel Merger and Contribution and Exchange with AT&T Wireless

On February 28, 2000, the Company agreed to merge with Tritel, Inc.
(Tritel) through a merger of each of the Company and Tritel into a newly
formed subsidiary of a new holding company (Holding Company). The merger will
result in exchange of 100% of the outstanding common and preferred stock of
the Company and Tritel for common and preferred stock of the newly formed
entity, to be called TeleCorp PCS, Inc. The new entity will be controlled by
the Company's voting preference common stockholders. Both the Company and
Tritel will become subsidiaries of the holding company.

This transaction will be accounted for using the purchase method of
accounting. The purchase price for Tritel will be determined based on the fair
value of the shares of the new holding company issued to the former
shareholders of Tritel plus cash, the fair value associated with the
conversion of outstanding Tritel options and warrants to holding company
options and warrants, liabilities assumed, and merger related costs. The fair
value of the shares issued will be determined based on the existing market
price of the Company's class A common stock, which is publicly traded, and,
for those shares that do not have a readily available market price, through
valuation by an investment banking firm. The purchase price for this
transaction will be allocated to the assets acquired based on their estimated
fair values. The excess of the purchase price over the assets acquired will be
recorded as goodwill and amortized over 20 years.

The proposed merger has been unanimously approved by the Company's and
Tritel's board of directors, with three of the Company's directors abstaining.
In addition, shareholders with greater than 50% of the voting power of each
company have agreed to vote in favor of the merger. The merger is subject to
regulatory approval and other conditions and is expected to close in the last
quarter of 2000.

F-47
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

($ in thousands, except per share data)

In connection with the Company's merger with Tritel, AT&T has agreed to
contribute certain assets and rights to the Company. This contribution will
result in the Company acquiring various assets in exchange for the
consideration issued as follows:

The Company acquires:

. $20,000 cash from AT&T Wireless Services.

. The right to acquire all of the common and preferred stock of
Indus, Inc. (Indus).

. The right to acquire additional wireless properties and assets
from Airadigm Communications, Inc. (Airadigm).

. The two year extension and expansion of the AT&T network
membership licenses agreement to cover all people in Holding
Company's markets.

Consideration issued:

. 9,272,740 shares of class A common stock of the new holding
company formed from the Tritel merger to AT&T Wireless Services.

Separately, AT&T Wireless and the Company entered into an Asset Exchange
Agreement pursuant to which the Company has agreed to exchange certain assets
with AT&T Wireless, among other consideration.

The Company is receiving certain consideration in exchange for assets as
follows:

The Company acquires:

. $80,000 in cash from AT&T Wireless.

. AT&T Wireless 10 MHZ PCS licenses in the areas covering part of
the Wisconsin market, in addition to adjacent licenses.

. AT&T Wireless's existing 10 MHZ PCS licenses in Fort Dodge, and
Waterloo, Iowa.

. The right to acquire additional wireless properties from Polycell
Communications, Inc. (Polycell) and ABC Wireless, L.L.C. (ABC
Wireless).

Consideration issued:

. The Company's New England Market Segment to AT&T Wireless.

. Cash or class A common stock to Polycell and cash to ABC
Wireless.

Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic Coverage of the AT&T operating agreements with TeleCorp
to include the new markets, either through amending TeleCorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as TeleCorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred by AT&T Wireless Services or AT&T Wireless
triggered in the event of a sale of the Company to a third party.

These transactions will be accounted for as an asset purchase and
disposition and recorded at fair value. The purchase price will be determined
based on cash paid, the fair value of the Class A common stock issued, and the
fair value of the assets relinquished. The purchase price will be
proportionately allocated to the noncurrent assets acquired based on their
estimated fair values. A gain is recognized as the difference between the fair
value of the New England assets disposed and their net book value. This
transaction is also subject to regulatory approval and other conditions and is
expected to close in the second half of 2000. The failure of these
transactions to occur does not prevent the Tritel merger from occurring.

F-48
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Tritel, Inc.:

We have audited the accompanying consolidated balance sheets of Tritel, Inc.
and subsidiaries (the Company) as of December 31, 1998 and 1999, and the
related consolidated statements of operations, members' and stockholders'
equity, and cash flows for each of the years in the three year period ended
December 31, 1999. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 consolidated financial position
of Tritel, Inc. and subsidiaries as of December 31, 1998 and 1999, and the
results of their operations and their cash flows for each of the years in the
three year period ended December 31, 1999 in conformity with generally accepted
accounting principles.

KPMG LLP

Jackson, Mississippi
February 18, 2000, except with
respect to Note 21 which is
as of February 28, 2000

F-49
<PAGE>

TRITEL, INC.

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1999 and March 31, 2000 (unaudited)
(amounts in thousands, except share data)

<TABLE>
<CAPTION>
December 31,
-------------------- March 31,
1998 1999 2000
-------- ---------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 846 $ 609,269 $ 482,459
Due from affiliates........................ 241 2,565 2,962
Accounts receivable, net................... -- 5,040 8,708
Inventory.................................. -- 8,957 16,410
Prepaid expenses and other current assets.. 719 4,733 5,226
-------- ---------- ----------
Total current assets..................... 1,806 630,564 515,765
-------- ---------- ----------
Restricted cash.............................. -- 6,594 6,125
Property and equipment, net.................. 13,816 262,343 292,215
Federal Communications Commission licensing
costs, net.................................. 71,466 201,946 203,107
Intangible assets, net....................... -- 59,508 58,077
Other assets................................. 1,933 35,407 34,585
-------- ---------- ----------
Total assets............................. $ 89,021 $1,196,362 $1,109,874
======== ========== ==========
LIABILITIES, REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable.............................. $ 22,405 $ -- $ --
Current maturities of long-term debt....... -- 923 960
Accounts payable........................... 8,221 103,677 45,807
Accrued liabilities........................ 2,285 9,647 18,311
-------- ---------- ----------
Total current liabilities................ 32,911 114,247 65,078
-------- ---------- ----------
Non-current liabilities:
Long-term debt............................. 51,599 557,716 564,483
Note payable to related party.............. 6,270 -- --
Deferred income taxes and other
liabilities............................... 224 37,367 38,891
-------- ---------- ----------
Total non-current liabilities............ 58,093 595,083 603,374
-------- ---------- ----------
Total liabilities........................ 91,004 709,330 668,452
-------- ---------- ----------
Series A 10% redeemable convertible preferred
stock....................................... -- 99,586 101,853
Stockholders' equity:
Preferred stock, 3,100,000 shares
authorized:
Series D, 46,374 shares outstanding at
December 31, 1999....................... -- 46,374 46,374
Common stock, 30 shares issued and
outstanding at December 31, 1998.......... -- -- --
Common stock issued and outstanding at
December 31, 1999
Class A Voting--97,796,906 shares; Class
B Non-voting--2,927,120 shares; Class
C--1,380,448 shares; Class D--4,962,804
shares; Voting Preference--6 shares..... -- 1,071 1,071
Contributed capital--Predecessor
Companies................................. 13,497 -- --
Additional paid in capital................. -- 611,277 719,563
Accumulated deficit........................ (15,480) (271,276) (427,439)
-------- ---------- ----------
Total stockholders' equity (deficit)..... (1,983) 387,446 339,569
-------- ---------- ----------
Total liabilities, redeemable preferred
stock and stockholders' equity.......... $ 89,021 $1,196,362 $1,109,874
======== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-50
<PAGE>

TRITEL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1998 and 1999 and
the Three Months Ended March 31, 1999 and 2000
(amounts in thousands, except per share data)

<TABLE>
<CAPTION>
Three Months
Ended
Years Ended December 31, March 31,
---------------------------- ----------------------
1997 1998 1999 1999 2000
------- -------- --------- --------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................. $ -- $ -- $ 6,759 $ -- $ 15,499
------- -------- --------- --------- -----------
Operating expenses:
Cost of services and
equipment............. -- -- 6,966 -- 13,703
Technical operations... 104 1,939 18,459 1,956 10,192
General and
administrative........ 3,123 4,947 22,915 2,890 9,328
Sales and marketing.... 28 452 20,404 1,016 12,139
Stock-based
compensation.......... -- -- 190,664 -- 108,297
Depreciation and
amortization.......... 20 348 12,839 1,609 10,551
------- -------- --------- --------- -----------
Total operating
expenses............ 3,275 7,686 272,247 7,471 164,210
------- -------- --------- --------- -----------
Operating loss......... (3,275) (7,686) (265,488) (7,471) (148,711)
Interest income.......... 121 77 16,791 1,127 8,669
Financing cost........... -- -- (2,230) (2,230) --
Interest expense......... -- (722) (24,970) -- (14,360)
------- -------- --------- --------- -----------
Loss before
extraordinary item and
income taxes.......... (3,154) (8,331) (275,897) (8,574) (154,402)
Income tax benefit....... -- -- 28,443 2,327 506
------- -------- --------- --------- -----------
Loss before
extraordinary items... (3,154) (8,331) (247,454) (6,247) (153,896)
Extraordinary item--
Loss on return of
spectrum.............. -- (2,414) -- -- --
------- -------- --------- --------- -----------
Net loss............... (3,154) (10,745) (247,454) (6,247) (153,896)
Series A preferred
dividend requirement.... -- -- (8,918) (2,087) (2,267)
------- -------- --------- --------- -----------
Net loss available to
common stockholders..... $(3,154) $(10,745) $(256,372) $ (8,334) $ (156,163)
======= ======== ========= ========= ===========
Basic and diluted net
loss per share.......... $ (33.25) $ (2.80) $ (1.32)
========= ========= ===========
Weighted average common
shares outstanding...... 7,710,649 2,985,177 118,136,289
========= ========= ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-51
<PAGE>

TRITEL, INC.

CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1997, 1998 and 1999 and
the Three Month Period Ended March 31, 2000

<TABLE>
<CAPTION>
Additional Members' and
Preferred Common Contributed Paid in Accumulated Stockholders'
Stock Stock Capital Capital Deficit Equity
--------- ------ ----------- ---------- ----------- -------------
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1996................... $ -- $ -- $ 7,255 $ -- $ (1,581) $ 5,674
Contributed capital, net
of expenses of $148.... -- -- 5,437 -- -- 5,437
Conversion of debt to
members' equity........ -- -- 805 -- -- 805
Net loss................ -- -- -- -- (3,154) (3,154)
--------- ------ -------- -------- --------- ---------
Balance at December 31,
1997................... -- -- 13,497 -- (4,735) 8,762
Net loss................ -- -- -- -- (10,745) (10,745)
--------- ------ -------- -------- --------- ---------
Balance at December 31,
1998................... -- -- 13,497 -- (15,480) (1,983)
Conversion of debt to
members' equity in
Predecessor Company.... -- -- 8,976 -- -- 8,976
Series C Preferred Stock
issued to Predecessor
Company, including
distribution of assets
and liabilities........ 17,193 -- (22,473) -- 576 (4,704)
Series C Preferred Stock
issued in exchange for
cash................... 163,370 -- -- -- -- 163,370
Payment of preferred
stock issuance costs... (8,507) -- -- -- -- (8,507)
Series C Preferred Stock
issued to Central
Alabama in exchange for
net assets............. 2,602 -- -- -- -- 2,602
Series D Preferred Stock
issued to AT&T Wireless
in exchange for
licenses and other
agreements............. 46,374 -- -- -- -- 46,374
Grant of unrestricted
rights in common stock
to officer............. -- -- -- 4,500 -- 4,500
Conversion of preferred
stock into common
stock.................. (174,658) 783 -- 173,875 -- --
Sale of common stock,
net of issuance costs
of $15,338............. -- 288 -- 242,238 -- 242,526
Stock-based
compensation........... -- -- -- 190,664 -- 190,664
Accrual of dividends on
Series A redeemable
preferred stock........ -- -- -- -- (8,918) (8,918)
Net loss................ -- -- -- -- (247,454) (247,454)
--------- ------ -------- -------- --------- ---------
Balance at December 31,
1999................... 46,374 1,071 -- 611,277 (271,276) 387,446
--------- ------ -------- -------- --------- ---------
Unaudited:
Stock issuance costs... -- -- -- (62) -- (62)
Exercise of stock
options............... -- -- -- 51 -- 51
Stock-based
compensation.......... -- -- -- 108,297 -- 108,297
Accrual of dividends on
Series A redeemable
preferred stock....... -- -- -- -- (2,267) (2,267)
Net loss............... -- -- -- -- (153,896) (153,896)
--------- ------ -------- -------- --------- ---------
Balance, March 31, 2000
(unaudited)............ $ 46,374 $1,071 $ -- $719,563 $(427,439) $ 339,569
========= ====== ======== ======== ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-52
<PAGE>

TRITEL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1998 and 1999, and the Three Months
Ended March 31, 1999 and 2000
(amounts in thousands)

<TABLE>
<CAPTION>
Three Months Ended
Years Ended December 31, March 31,
---------------------------- -------------------
1997 1998 1999 1999 2000
------- -------- --------- -------- ---------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss.................. $(3,154) $(10,745) $(247,454) $ (6,247) $(153,896)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Loss on return of
spectrum............... -- 2,414 -- -- --
Financing costs......... -- -- 2,230 2,230 --
Depreciation and
amortization........... 20 348 12,839 1,609 10,551
Stock-based compensation
and grant of
unrestricted rights in
common stock to
officer................ -- -- 195,164 -- 108,297
Accretion of discount on
debt and amortization
of debt issue costs.... -- -- 10,608 -- 6,472
Deferred income tax
benefit................ -- -- (28,443) (2,327) (506)
Changes in operating
assets and liabilities:
Inventory............. -- -- (8,957) -- (7,453)
Accounts payable and
accrued expenses..... 45 (180) 24,659 (3,870) (10,935)
Other current assets
and liabilities...... (814) (333) (11,721) 404 (4,368)
------- -------- --------- -------- ---------
Net cash used in
operating
activities......... (3,903) (8,496) (51,075) (8,201) (51,838)
------- -------- --------- -------- ---------
Cash flows from investing
activities:
Capital expenditures...... (6) (5,970) (172,448) (22,358) (73,166)
Payment for Federal
Communications Commission
licenses................. (3,935) -- -- -- --
Refund of Federal
Communications Commission
deposit.................. 1,376 -- -- -- --
Advance under notes
receivable............... -- -- (7,550) (7,500) --
Capitalized interest on
network construction and
Federal Communications
Commission licensing
costs.................... (415) (2,905) (13,623) (3,715) (1,806)
(Increase) decrease in
restricted cash.......... -- -- (6,594) (8,393) 568
Other..................... (72) -- (614) -- (144)
------- -------- --------- -------- ---------
Net cash used in
investing
activities......... (3,052) (8,875) (200,829) (41,966) (74,548)
------- -------- --------- -------- ---------
Cash flows from financing
activities:
Proceeds from notes
payable to related
parties.................. 5,700 -- -- -- --
Proceeds from notes
payable.................. 5,000 38,705 -- -- --
Proceeds from (repayment
of) long-term debt....... -- -- 300,000 200,000 (215)
Proceeds from senior
subordinated discount
notes.................... -- -- 200,240 -- --
Repayments of notes
payable.................. (6,200) (21,300) (22,100) (22,100) --
Payment of preferred stock
issuance costs........... -- -- (8,507) -- --
Payment of debt issuance
costs and other deferred
charges.................. (1,251) (951) (30,202) (27,201) (199)
Proceeds from vendor
discount................. -- -- 15,000 15,000 --
Issuance of preferred
stock.................... -- -- 163,370 113,623 --
Issuance of common stock,
net of issuance costs.... -- -- 242,526 -- (10)
Capital contributions, net
of related expenses...... 5,437 -- -- -- --
------- -------- --------- -------- ---------
Net cash provided by
financing
activities......... 8,686 16,454 860,327 279,322 (424)
------- -------- --------- -------- ---------
Net increase (decrease) in
cash and cash equivalents.. 1,731 (917) 608,423 229,155 (126,810)
Cash and cash equivalents at
beginning of period........ 32 1,763 846 846 609,269
------- -------- --------- -------- ---------
Cash and cash equivalents at
end of period.............. $ 1,763 $ 846 $ 609,269 $230,001 $ 482,459
======= ======== ========= ======== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-53
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All information subsequent to December 31, 1999 is unaudited)

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Principles of Consolidation

Airwave Communications, LLC ("Airwave Communications") (formerly Mercury
PCS, LLC) and Digital PCS, LLC ("Digital PCS") (formerly Mercury PCS II, LLC)
were formed on July 27, 1995 and July 29, 1996, respectively, to acquire for
development Personal Communications Services ("PCS") licenses in markets in the
south-central United States. Airwave Communications and Digital PCS are
referred to collectively as "the Predecessor Company" or "the Predecessor
Companies."

Tritel, Inc. ("Tritel") was formed on April 23, 1998 by the controlling
shareholders of Airwave Communications and Digital PCS to develop PCS markets
in the south-central United States. Tritel's 1998 activities consisted of $1.5
million in capital expenditures and $32,000 in net loss. On January 7, 1999,
the Predecessor Companies transferred substantially all of their assets and
liabilities at historical cost to Tritel in exchange for 18,262 shares of
series C preferred stock in Tritel. The controlling shareholders of the
Predecessor Companies control Tritel. Tritel will continue the activities of
the Predecessor Companies and, for accounting purposes, this transaction was
accounted for as a reorganization of the Predecessor Company into a C
corporation and a name change to Tritel. Tritel and the Predecessor Company,
together with Tritel's subsidiaries, are referred to collectively as "the
Company."

Tritel began commercial operations during the fourth quarter of 1999. Prior
to that time, Tritel and the Predecessor Companies were considered to be in the
development stage.

The consolidated accounts of the Company include its subsidiaries, Tritel
PCS, Inc. ("Tritel PCS"); Tritel A/B Holding Corp.; Tritel C/F Holding Corp.;
Tritel Communications, Inc.; Tritel Finance, Inc.; and others. All significant
intercompany accounts or balances have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of financial statement classification, the Company considers
all highly liquid investments with original maturities of three months or less
to be cash equivalents.

Accounts Receivable

Accounts receivable balances are presented net of allowances for losses. The
Company's allowance for losses was $42,000 and $230,000 as of December 31, 1999
and March 31, 2000, respectively.

Inventory

Inventory consisting primarily of wireless telephones and telephone
accessories is stated at cost.

Restricted Cash

On March 31, 1999, the Company entered into a deposit agreement with Toronto
Dominion (Texas), Inc., as administrative agent, on behalf of the depository
bank and the banks and other financial institutions who are a party to the bank
facility described in Note 8. Under the terms of the agreement, the Company has
placed on deposit $6,594,000 and $6,125,000 at December 31, 1999 and March 31,
2000, respectively, with the depository bank, which will be used for the
payment of interest and/or commitment fees due under the bank facility.

F-54
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.
When assets are placed in service, depreciation is calculated using the
straight-line method over the estimated useful lives of the assets, generally
seven years for wireless network assets and three years for information systems
assets. Leasehold improvements are amortized over the lease term. The Company
capitalizes interest on certain of its wireless network construction
activities. Routine expenditures for repairs and maintenance are charged to
expense as incurred.

Federal Communications Commission Licensing Costs

Licensing costs are accounted for in accordance with industry standards and
include the value of license fees at date of acquisition and the direct costs
incurred to obtain the licenses. Licensing costs also include capitalized
interest during the period of time necessary to build out the wireless network.

The Federal Communications Commission grants licenses for terms of up to ten
years, and generally grants renewals if the licensee has complied with its
license obligations. The Company believes it will be able to secure renewal of
its PCS licenses. Amortization of such license costs, which begins for each
geographic service area upon commencement of service, is over a period of 40
years. Accumulated amortization on Federal Communications Commission licensing
costs at December 31, 1999 and March 31, 2000 was $597,000 and $1,414,000,
respectively.

The Company evaluates the propriety of the carrying amounts of its Federal
Communications Commission licensing costs whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. There
have been no impairments through March 31, 2000.

Derivative Financial Instruments

Derivative financial instruments in the form of interest rate swap
agreements are entered into by the Company to manage interest rate exposure.
These are contractual agreements between counterparties to exchange interest
streams based on notional principal amounts over a set period of time. Interest
rate swap agreements normally involve the exchange of fixed and floating rate
interest payment obligations without the exchange of the underlying principal
amounts. The notional or principal amount does not represent the amount at
risk, but is used only as a basis for determining the actual interest cash
flows to be exchanged related to the interest rate contracts. Market risk, due
to potential fluctuations in interest rates, is inherent in swap agreements.
Amounts paid or received under these agreements are included in interest
expense during the period accrued or earned.

Interest Capitalization

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
34, Tritel capitalizes interest expense related to the construction or purchase
of certain assets including its Federal Communications Commission licenses
which constitute activities preliminary to the commencement of the planned
principal operations. Interest capitalized in the years ended December 31,
1997, 1998, and 1999 was $7,214,000, $10,545,000 and $23,685,000, respectively.
Interest capitalized in the three months ended March 31, 2000 was $3,287,000.

Income Taxes

Because the Predecessor Company was a nontaxable entity, operating results
prior to January 7, 1999 were included in the income tax returns of its
members. Therefore, the accompanying consolidated financial

F-55
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

statements do not include any provision for income tax benefit for the years
ended December 31, 1997 and 1998 or any deferred income taxes on any temporary
differences in asset bases as of December 31, 1998.

As of January 7, 1999, the Company accounts for income taxes in accordance
with SFAS No. 109, which requires the use of the asset and liability method in
accounting for deferred taxes.

Revenue Recognition

The Company earns revenue by providing wireless services to both its
subscribers and subscribers of other wireless carriers traveling in the
Company's service area, as well as sale of equipment and accessories.
Generally, access fees, airtime and long distance are billed monthly and are
recognized as service is provided. Revenue from the sale of equipment is
recognized when sold to the customer.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs
totaled $6.2 million for the year ended December 31, 1999 and $3.4 million for
the three months ended March 31, 2000. No advertising costs were incurred prior
to 1999.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does
not require, companies to record compensation cost for stock-based compensation
plans at fair value. The Company has chosen to continue to account for stock-
based compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
See Note 12.

Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. A significant estimate impacting the preparation of the
consolidated financial statements is the estimated useful life of Federal
Communications Commission licensing costs. Actual results could differ from
those estimates.

Per Share Amounts

The Company computes net loss per common share in accordance with SFAS No.
128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss per
common share is computed by dividing the net loss available to common
shareholders for the period by the weighted average number of shares of all
classes of common stock outstanding during the period. For purposes of this
calculation, common stock issued on January 7, 1999 was assumed to be
outstanding as of January 1, 1999. Series D preferred stock was included in the
computation of common shares outstanding after December 13, 1999, as 19,712,328
shares of common stock are issuable upon the conversion of series D preferred
stock. Such conversion can be made at any time at the option of the holder and
the number of shares to be received upon conversion is fixed. In accordance
with SFAS No. 128, outstanding stock options and nonvested restricted stock
grants have been excluded from these calculations as the effect would be
antidilutive.

F-56
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Net loss per common share has not been reflected in the accompanying
financial statements for periods prior to 1999 because the Predecessor
Companies were limited liability corporations and did not have the existing
capital structure.

Comprehensive Income

Comprehensive income is the total of net income (loss) and all other non-
owner changes in stockholders' equity in a given period. The Company had no
comprehensive income components for the periods ended December 31, 1997, 1998,
and 1999 and March 31, 2000; therefore, comprehensive loss is the same as net
loss for all periods.

Segment Reporting

The Company presently operates in a single business segment as a provider of
wireless services in its licensed regions in the south-central United States.

Stock Split

On November 19, 1999, the board of directors approved a 400-for-1 stock
split for class A, class B, class C and class D common stock effective
immediately prior to the initial public offering. All common stock share data
have been retroactively adjusted to reflect this change.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. SFAS 133 will
significantly change the accounting treatment of derivative instruments and,
depending upon the underlying risk management strategy, these accounting
changes could affect future earnings, assets, liabilities, and shareholders'
equity. The Company is closely monitoring the deliberations of the FASB's
derivative implementation task force. With the issuance of SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133, which delayed the effective date of
SFAS 133, the Company will be required to adopt SFAS 133 on January 1, 2001.
Presently, the Company has not yet quantified the impact that the adoption will
have on its consolidated financial statements.

(2) LIQUIDITY

As reflected in the accompanying consolidated financial statements, the
Company began commercial operations in certain of its markets late in 1999 and,
therefore, has limited revenues to fund expenditures. The Company expects to
grow rapidly while it develops and constructs its PCS network and builds its
customer base. The Company expects this growth to strain its financial
resources and result in significant operating losses and negative cash flows.

The planned high level of indebtedness could have a material adverse effect
on the Company, including the effect of such indebtedness on: (i) the Company's
ability to fund internally, or obtain additional debt or equity financing in
the future for capital expenditures, working capital, debt service
requirements, operating losses, acquisitions and other purposes; (ii) the
Company's ability to dedicate funds for the wireless network buildout,
operations or other purposes, due to the need to dedicate a substantial portion
of operating cash flow to fund interest payments; (iii) the Company's
flexibility in planning for, or reacting to, changes in its business

F-57
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

and market conditions; (iv) the Company's ability to compete with less highly
leveraged competitors; and (v) the Company's financial vulnerability in the
event of a downturn in its business or the economy.

The Company believes that the proceeds from the equity offerings in December
1999, together with the proceeds from the sale of senior subordinated discount
notes, the financing made available to it by the Federal Communications
Commission, borrowings under its bank credit facility and the equity investment
it has received, will provide it with sufficient funds to build out its
existing network as planned and fund operating losses until it completes its
planned network buildout and generate positive cash flow. There can be no
assurance that such funds will be adequate to complete the buildout of the
Company's PCS network. Under those circumstances, the Company could be required
to change its plans relating to the buildout of the network.

(3) PROPERTY AND EQUIPMENT

Major categories of property and equipment are as follows:

<TABLE>
<CAPTION>
December 31,
----------------- March 31,
1998 1999 2000
------- -------- -----------
(dollars in
thousands) (unaudited)
<S> <C> <C> <C>
Furniture and fixtures........................ $ 1,779 $ 14,853 $ 16,169
Network construction and development.......... 11,416 230,777 266,800
Leasehold improvements........................ 728 22,082 23,933
------- -------- --------
13,923 267,712 306,902
Less accumulated depreciation................. (107) (6,834) (15,196)
Deposits on equipment......................... -- 1,465 509
------- -------- --------
$13,816 $262,343 $292,215
======= ======== ========
</TABLE>

(4) FEDERAL COMMUNICATIONS COMMISSION LICENSING COSTS

During 1996 and 1997, the Federal Communications Commission granted to the
Predecessor Company as the successful bidder C-, D-, E- and F-Block licenses
with an aggregate license fee of $106,716,000 after deducting a 25% small
business discount.

The Federal Communications Commission provided below market rate financing
for a portion of the bid price of the C-and F-Block licenses. Based on the
Company's estimates of borrowing costs for similar debt, the Company discounted
the face amount of the debt to yield a market rate and the discount was applied
to reduce the carrying amount of the licenses and the debt. Accordingly, the
licenses were recorded at $90,475,000.

During July 1998, the Company took advantage of a reconsideration order by
the Federal Communications Commission allowing companies holding C-Block PCS
licenses several options to restructure their license holdings and associated
obligations. The Company elected the disaggregation option and returned one-
half of the broadcast spectrum originally acquired for each of the C-Block
license areas. As a result, the Company reduced the carrying amount of the
related licenses by one-half, or $35,442,000, and reduced the discounted debt
and accrued interest due to the Federal Communications Commission by
$33,028,000. As a result of the disaggregation election, the Company recognized
an extraordinary loss of approximately $2,414,000.

AT&T Wireless contributed certain A- and B-Block PCS licenses to the Company
on January 7, 1999 in exchange for preferred stock. The Company recorded such
licenses at $127,307,000 including related costs of the acquisition. Also, in
an acquisition of Central Alabama Partnership, LP 132, the Company acquired
certain C-Block licenses with an estimated fair value of $9,284,000, exclusive
of $6,072,000 of debt to the Federal Communications Commission.

F-58
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Additionally on January 7, 1999, licenses with a carrying amount, including
capitalized interest and costs, totaling $21,874,000 were retained by the
Predecessor Company (see Note 15). The assets and liabilities retained by the
Predecessor Company have been reflected in these financial statements as a
distribution to the Predecessor Company.

Each of the Company's licenses is subject to an Federal Communications
Commission requirement that the Company construct wireless network facilities
offering coverage to certain percentages of the population within certain time
periods following the grant of such licenses. Failure to comply with these
requirements could result in the revocation of the related licenses or the
imposition of fines on the Company by the Federal Communications Commission.

(5) AT&T TRANSACTION

On May 20, 1998, the Predecessor Company and Tritel entered into a
Securities Purchase Agreement with AT&T Wireless and the other stockholders of
Tritel, whereby the Company agreed to construct a PCS network and provide
wireless services using the AT&T and SunCom brand names, giving equal emphasis
to each, in the south-central United States. On January 7, 1999, the parties
closed the transactions contemplated in the Securities Purchase Agreement.

At the closing, Tritel issued preferred stock to AT&T Wireless in exchange
for 20 MHz A- and B-Block PCS licenses which were assigned to the Company, and
for certain other agreements covering the Company's markets, including the
following agreements.

License Agreement

Pursuant to a Network Membership License Agreement, dated January 7, 1999
(the "License Agreement"), between AT&T Corp. and the Company, AT&T granted to
the Company a royalty-free, nontransferable, non-exclusive, nonsublicensable,
limited right, and license to use certain licensed marks solely in connection
with certain licensed activities. The licensed marks include the logo
containing AT&T and the globe design and the expression "Member of the AT&T
Wireless Network." The "Licensed Activities" include (i) the provision to end-
users and resellers, solely within the territory as defined in the License
Agreement, of Company communications services as defined in the License
Agreement on frequencies licensed to the Company for Commercial Mobile Radio
Services ("CMRS") provided in accordance with the License Agreement
(collectively, the "Licensed Services") and (ii) marketing and offering the
Licensed Services within the territory. The License Agreement also grants to
the Company the right and license to use licensed marks on certain permitted
mobile phones.

The License Agreement contains numerous restrictions with respect to the use
and modification of any of the licensed marks. Furthermore, the Company is
obligated to use commercially reasonable efforts to cause all Licensed Services
marketed and provided using the licensed marks to be of comparable quality to
the Licensed Services marketed and provided by AT&T and its affiliates in areas
that are comparable to the territory taking into account, among other things,
the relative stage of development of the areas. The License Agreement also sets
forth specific testing procedures to determine compliance with these standards,
and affords the Company with a grace period to cure any instances of alleged
noncompliance therewith.

The Company may not assign or sublicense any of its rights under the License
Agreement; provided, however, that the License Agreement may be assigned to the
Company's lenders under the Bank Facility and after the expiration of any
applicable grace and cure periods under the Bank Facility, such lenders may
enforce the Company's rights under the License Agreement and assign the License
Agreement to any person with AT&T's consent.

F-59
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

The term of the License Agreement is for five years and renews for an
additional five-year period if each party gives the other notice to renew the
Agreement. The License Agreement may be terminated by AT&T at any time in the
event of a significant breach by the Company, including the Company's misuse of
any licensed marks, the Company's licensing or assigning any of the rights in
the License Agreement, the Company's failure to maintain AT&T's quality
standards or if a change in control of the Company occurs. After the initial
five-year term, AT&T may also terminate the License Agreement upon the
occurrence of certain transactions described in the Stockholders' Agreement.

The License Agreement, along with the exclusivity provisions of the
Stockholders' Agreement and the Resale Agreement will be amortized on a
straight-line basis over the ten-year term of the agreement. Accumulated
amortization related to these agreements at December 31, 1999 and March 31,
2000 was approximately $4.8 million and $6.0 million, respectively.

Roaming Agreement

Pursuant to the Intercarrier Roamer Service Agreement, dated as of January
7, 1999 (the "Roaming Agreement"), between AT&T Wireless, the Company, and
their affiliates, each party agrees to provide (each in its capacity as serving
provider, the "Serving Carrier") mobile wireless radio telephone service for
registered customers of the other party's (the "Home Carrier") customers while
such customers are out of the Home Carrier's geographic area and in the
geographic area where the Serving Carrier (itself or through affiliates) holds
a license or permit to construct and operate a mobile wireless radio/telephone
system and station. Each Home Carrier whose customers receive service from a
Serving Carrier shall pay to such Serving Carrier 100% of the Serving Carrier's
charges for wireless service and 100% of pass-through charges (i.e., toll or
other charges). Each Serving Carrier's service charges for use per minute or
partial minute for the first three years will be at a fixed rate, and
thereafter may be adjusted to a lower rate as the parties may negotiate from
time to time. Each Serving Carrier's toll charges per minute of use for the
first three years will be at a fixed rate, and thereafter such other rates as
the parties negotiate from time to time.

The Roaming Agreement has a term of 20 years, unless terminated earlier by a
party due to the other party's uncured breach of any term of the Roaming
Agreement.

Neither party may assign or transfer the Roaming Agreement or any of its
rights thereunder except to an assignee of all or part of its license or permit
to provide CMRS, provided that such assignee expressly assumes all or the
applicable part of the obligations of such party under the Roaming Agreement.

The Roaming Agreement will be amortized on a straight-line basis over the
20-year term of the agreement. Accumulated amortization related to this
agreement at December 31, 1999 and March 31, 2000 was approximately $800,000
and $1.0 million, respectively.

(6) NOTE RECEIVABLE

On March 1, 1999, the Company entered into agreements with AT&T Wireless,
Lafayette Communications Company L.L.C. ("Lafayette") and ABC Wireless L.L.C.
("ABC") whereby the Company, AT&T Wireless and Lafayette would lend $29,500,000
to ABC to fund its participation in the re-auction of Federal Communications
Commission licenses that were returned to the Federal Communications Commission
by various companies under the July 1998 reconsideration order. The Company's
portion of this loan was $7,500,000 and was recorded in Other Assets.
Subsequent to closing of the agreements, ABC was the successful bidder for
licenses covering the Tritel markets with an aggregate purchase price of
$7,789,000. The Company has agreed, subject to Federal Communications
Commission approval, to purchase these licenses for $7,789,000. If the licenses
are not purchased by March 1, 2004, the note will mature on that date. The note
has a stated interest rate of 16% per year. There are no required payments of
principal or interest on the note until

F-60
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

maturity. The note is secured by all assets of ABC, including, if permitted by
the Federal Communications Commission, the Federal Communications Commission
licenses awarded in the re-auction, and ranks pari passu with the notes to AT&T
Wireless and Lafayette.

(7) INCOME TAXES

On January 7, 1999 the Company recorded a deferred tax liability of
$55,100,000 primarily related to the difference in asset bases on the assets
acquired from AT&T Wireless.

Because the Predecessor Company was a nontaxable entity, the results
presented below relate solely to the year ended December 31, 1999. Components
of income tax benefit for the year ended December 31, 1999 are as follows:

<TABLE>
<CAPTION>
For the Year Ended
December 31, 1999
--------------------------
Current Deferred Total
------- -------- --------
(dollars in thousands)
<S> <C> <C> <C>
Federal.......................................... $-- $(24,725) $(24,725)
State............................................ -- (3,718) (3,718)
---- -------- --------
Total.......................................... $-- $(28,443) $(28,443)
==== ======== ========
</TABLE>

Actual tax benefit differs from the "expected" tax benefit using the federal
corporate rate of 35% as follows:

<TABLE>
<CAPTION>
December 31, 1999
----------------------
(dollars in thousands)
<S> <C>
Computed "expected" tax benefit..................... $(96,564)
Reduction (increase) resulting from:
Change in valuation allowance for deferred tax
assets............................................. 1,020
Nondeductible compensation related expense.......... 68,308
Nontaxable loss of Predecessor Company.............. 780
Nondeductible portion of discount accretion......... 557
State income taxes, net of federal tax benefit...... (2,496)
Other............................................... (48)
--------
$(28,443)
========
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax liability at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
December 31, 1999
----------------------
(dollars in thousands)
<S> <C>
Deferred tax assets:
Net operating loss carryforward................... $25,232
Tax basis of capitalized start-up costs in excess
of book basis.................................... 11,533
Discount accretion in excess of tax basis......... 5,700
Tax basis of property and equipment in excess of
book basis....................................... 1,865
Other............................................. 785
-------
Total gross deferred tax assets..................... 45,115
Less: valuation allowance......................... (1,020)
-------
Net deferred tax assets............................. 44,095
-------
</TABLE>

F-61
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

<TABLE>
<CAPTION>
December 31, 1999
----------------------
(dollars in thousands)
<S> <C>
Deferred tax liabilities:
Intangible assets book basis in excess of tax
basis............................................ $22,646
Federal Communications Commission licenses book
basis in excess of tax basis..................... 32,245
Capitalized interest book basis in excess of tax
basis............................................ 12,779
Discount accretion book basis in excess of tax
basis............................................ 2,130
-------
Total gross deferred tax liabilities................ 69,800
-------
Net deferred tax liability.......................... $25,705
=======
</TABLE>

At December 31, 1999, the Company has net operating loss carryforwards for
federal income tax purposes of $65,965,000 which are available to offset future
federal taxable income, if any, through 2019.

The valuation allowance for the gross deferred tax asset at December 31,
1999 was $1,020,000. No valuation allowance has been provided for the remaining
gross deferred tax asset principally due to the existence of a deferred tax
liability which was recorded upon the closing of the AT&T Wireless transaction
on January 7, 1999. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the period in
which those temporary differences become deductible. Management considered the
scheduled reversal of deferred tax liabilities in making this assessment. Based
upon anticipated future taxable income over the periods in which the deferred
tax assets are realizable, management believes it is more likely than not the
Company will realize the benefits of these deferred tax assets.

(8) NOTES PAYABLE AND LONG-TERM DEBT

A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
December 31,
---------------- March 31,
1998 1999 2000
------- -------- ----------
(dollars in
thousands) (unaudited)
<S> <C> <C> <C>
Bank facility.................................. $ -- $300,000 $300,000
Senior Subordinated Discount Notes............. -- 216,734 223,510
Federal Communications Commission debt......... 51,599 41,905 41,933
------- -------- --------
51,599 558,639 565,443
Less current maturities........................ -- (923) (960)
------- -------- --------
$51,599 $557,716 $564,483
======= ======== ========
</TABLE>

Bank Facility

During 1999, the Company entered into a loan agreement (the "Bank
Facility"), which provides for (i) a $100,000,000 senior secured term loan (the
"Term Loan A"), (ii) a $200,000,000 senior secured term loan (the "Term Loan
B") and (iii) a $250,000,000 senior secured reducing revolving credit facility
(the "Revolver"). Tritel PCS Inc., Toronto Dominion (Texas), Inc., as
Administrative Agent, and certain banks and other financial institutions are
parties thereto.

The commitment to make loans under the Revolver automatically and
permanently reduces, quarterly beginning on December 31, 2002. The quarterly
reductions in the commitment are $6.25 million on December

F-62
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

31, 2002, $7.4 million for each quarter in 2003, $11.3 million for each quarter
in 2004, $13.3 million for each quarter in 2005, $16.0 million for each quarter
in 2006, and $25.8 million for the first two quarters of 2007.

Interest on the Revolver, Term Loan A and Term Loan B accrues, at the
Company's option, either at a LIBOR rate plus an applicable margin or the
higher of the issuing bank's prime rate and the Federal Funds Rate (as defined
in the Bank Facility) plus 0.5%, plus an applicable margin. The borrowings
outstanding at March 31, 2000 carried a 10.29% average interest rate as of that
date. The Revolver requires an annual commitment fee ranging from 0.50% to
1.75% of the unused portion of the Bank Facility.

The Bank Facility also required the Company to purchase an interest rate
hedging contract covering an amount equal to at least 50% of the total amount
of the outstanding indebtedness of the Company (other than indebtedness which
bears interest at a fixed rate). In May 1999, Tritel entered into such interest
rate hedging contracts which are further described in Note 9.

The Term Loans are required to be prepaid and commitments under the
Revolving Bank Facility reduced in an aggregate amount equal to 50% of excess
cash flow of each fiscal year commencing with the fiscal year ending December
31, 2001; 100% of the net proceeds of asset sales, in excess of a yearly
threshold, outside the ordinary course of business or unused insurance
proceeds; and 50% of the net cash proceeds of issuances of equity by Tritel PCS
or its subsidiaries.

All obligations of the Company under the facilities are unconditionally and
irrevocably guaranteed by Tritel and all subsidiaries of Tritel PCS. The bank
facilities and guarantees, and any related hedging contracts provided by the
lenders under the Bank Facility, are secured by substantially all of the assets
of Tritel PCS and certain subsidiaries of Tritel PCS, including a first
priority pledge of all of the capital stock held by Tritel or any of its
subsidiaries, but excluding the Company's PCS licenses. The PCS licenses will
be held by one or more single purpose subsidiaries of the Company and, in the
future if the Company is permitted to pledge its PCS licenses, they will be
pledged to secure the obligations of the Company under the Bank Facility.

The Bank Facility contains covenants customary for similar facilities and
transactions, including covenants relating to the amounts of indebtedness that
the Company may incur, limitations on dividends and distributions on, and
redemptions and repurchases of, capital stock and other similar payments and
various financial maintenance covenants. The Bank Facility also contains
covenants relating to the population covered by the Company's network and
number of customers, as well as customary representations, warranties,
indemnities, conditions precedent to borrowing, and events of default.

Loans under the Bank Facility are available to fund capital expenditures
related to the construction of the Company's PCS network, the acquisition of
related businesses, working capital needs of the Company, and customer
acquisition costs. All indebtedness under the Bank Facility will constitute
senior debt.

The terms of the Bank Facility allow the Company to incur senior
subordinated debt with gross proceeds of not more than $250,000,000.

As of March 31, 2000, the Company has drawn $300,000,000 of advances under
Term Loan A and Term Loan B.

Senior Subordinated Discount Notes

On May 11, 1999, Tritel PCS, Inc. ("Tritel PCS"), a wholly-owned subsidiary
of the Company, issued unsecured senior subordinated discount notes with a
principal amount at maturity of $372,000,000. Such notes were issued at a
discount from their principal amount at maturity for proceeds of $200.2
million. No interest

F-63
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

will be paid on the notes prior to May 15, 2004. Thereafter, Tritel PCS will be
required to pay interest semiannually at 12 3/4% per annum beginning on
November 15, 2004 until maturity of the notes on May 15, 2009.

The notes are fully unconditionally guaranteed on a joint and several basis
by the Company and by Tritel Communications, Inc. and Tritel Finance, Inc.,
both of which are wholly-owned subsidiaries of Tritel PCS. (See Note 20.) The
notes are subordinated in right of payment to amounts outstanding under the
Company's Bank Facility and to any future subordinated indebtedness of Tritel
PCS or the guarantors.

The indenture governing the notes limit, among other things, the Company's
ability to incur additional indebtedness, pay dividends, sell or exchange
assets, repurchase its stock, or make investments.

Federal Communications Commission Debt

The Federal Communications Commission provided below market rate financing
for 90% of the bid price of the C-Block PCS licenses and 80% of the bid price
of the F-Block PCS licenses. Such Federal Communications Commission debt is
secured by all of the Company's rights and interest in the licenses financed.

The debt incurred in 1996 by the Company for the purchase of the C-Block PCS
licenses totaled $63,890,000 (undiscounted). The debt bears interest at 7%;
however, based on the Company's estimate of borrowing costs for similar debt, a
rate of 10% was used to determine the debt's discounted present value of
$52,700,000. As discussed in Note 4, the Company elected to disaggregate and
return one-half of the broadcast spectrum of the C-block licenses. The Federal
Communications Commission permitted such spectrum to be returned effective as
of the original purchase. As a result, the Company reduced the discounted debt
due to the Federal Communications Commission for such licenses by $27,410,000.

F-Block licenses were granted in 1997. The debt incurred by the Company for
the purchase of such licenses totaled $28,167,000 (undiscounted). The debt
bears interest at 6.125%, however; based on the Company's estimate of borrowing
costs for similar debt, a rate of 10% was used to determine the debt's
discounted present value of $23,116,000.

In the acquisition of Central Alabama Partnership, LP 132 on January 7,
1999, the Company assumed debt of $6,072,000 payable to the Federal
Communications Commission for the licenses acquired.

Additionally, certain licenses and the related Federal Communications
Commission debt for those licenses were retained by the Predecessor Company.
The discounted carrying amount of the debt for the licenses retained by the
Predecessor Company was $15,889,000.

All the scheduled interest payments on the Federal Communications Commission
debt were suspended for the period from January 1997 through March 1998 by the
Federal Communications Commission. Payments of such suspended interest resumed
in July 1998 with the total suspended interest due in eight quarterly payments
through April 30, 2000. The Company is required to make quarterly principal and
interest payments on the Federal Communications Commission debt.

Notes Payable

At December 31, 1998, the Company had $22,100,000 payable under a
$28,500,000 loan agreement with a supplier. The loan agreement was secured by a
pledge of the membership equity interests of certain members of Predecessor
Company management and the interest rate was 9%. Amounts outstanding under this
loan agreement were repaid in January 1999.

F-64
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

At December 31, 1998, the Predecessor Company had a $1,000,000 line of
credit with a commercial bank, that expired July 27, 1999 bearing interest at
the bank's prime rate of interest plus 1% at December 31, 1998. The amount
outstanding on the line of credit was $305,000 at December 31, 1998. This line
of credit related specifically to licenses that were retained by the
Predecessor Company. Amounts outstanding under this loan agreement were repaid
in January 1999.

Notes Payable to Related Party

In March 1997, the Predecessor Company entered into a loan agreement for a
$5,700,000 long-term note payable to Southern Farm Bureau Life Insurance
Company ("SFBLIC"). SFBLIC was a member of Mercury Southern, LLC, which was a
member of the Predecessor Company. This note was secured by a pledge of the
membership equity interests of certain members of Predecessor Company
management and interest accrued annually at 10% on the anniversary date of the
note. At December 31, 1998, the balance of the note was $6,270,000 as a result
of the capitalization of the first year's interest. The indebtedness under the
note was convertible into equity at the face amount at any time at the option
of SFBLIC, subject to Federal Communications Commission equity ownership
limitations applicable to entrepreneurial block license holders. The
Predecessor Company and SFBLIC subsequently negotiated a revised arrangement
under which the amount due of $6,270,000 plus accrued interest of $476,000 was
not paid but instead was converted into $8,976,000 of members' equity in the
Predecessor Company on January 7, 1999. The $2,230,000 preferred return to the
investor was accounted for as a financing cost during the year ended December
31, 1999. The interest accrued at the contractual rate was capitalized during
the accrual period.

As of December 31, 1999, the following is a schedule of future minimum
principal payments of the Company's long-term debt due within five years and
thereafter:

<TABLE>
<CAPTION>
December 31, 1999
----------------------
(dollars in thousands)
<S> <C>
December 31, 2000..................................... $ 923
December 31, 2001..................................... 1,004
December 31, 2002..................................... 5,567
December 31, 2003..................................... 23,548
December 31, 2004..................................... 30,483
Thereafter............................................ 657,950
---------
719,475
Less unamortized discount............................. (160,836)
---------
Total................................................. $ 558,639
=========
</TABLE>

(9) INTEREST RATE SWAP AGREEMENTS

As of March 31, 2000, the Company was a party to interest rate swap
agreements with a total notional amount of $200 million. The agreements
establish a fixed effective rate of 9.05% on $200.0 million of the current
balance outstanding under the Bank Facility through the earlier of March 31,
2002 or the date on which the Company achieves operating cash flow breakeven.

(10) REDEEMABLE PREFERRED STOCK

Series A Preferred Stock

The series A preferred stock, with respect to dividend rights and rights on
liquidation, dissolution or winding up, ranks on a parity basis with the series
B preferred stock, and ranks senior to series C preferred

F-65
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

stock, series D preferred stock and common stock. The holders of series A
preferred stock are entitled to receive cumulative quarterly cash dividends at
the annual rate of 10% multiplied by the liquidation preference, which is equal
to $1,000 per share plus declared but unpaid dividends. Tritel may elect to
defer payment of any such dividends until the date on which the 42nd quarterly
dividend payment is due, at which time, and not earlier, all deferred payments
must be made. Except as required by law or in certain circumstances, the
holders of the series A preferred stock do not have any voting rights. The
series A preferred stock is redeemable, in whole but not in part, at the option
of Tritel on or after January 15, 2009 and at the option of the holders of the
series A preferred stock on or after January 15, 2019. Additionally, on or
after January 15, 2007, AT&T Wireless, and qualified transferees, have the
right to convert each share of series A preferred stock into shares of class A
common stock. The number of shares the holder will receive upon conversion will
be the liquidation preference per share divided by the market price of class A
common stock times the number of shares of series A preferred stock to be
converted.

The Company issued 90,668 shares of series A preferred stock with a stated
value of $90,668,000 to AT&T Wireless on January 7, 1999.

Series B Preferred Stock

The series B preferred stock ranks on a parity basis with the series A
preferred stock and is identical in all respects to the series A preferred
stock, except:

. the series B preferred stock is redeemable at any time at the option of
Tritel,

. the series B preferred stock is not convertible into shares of any other
security issued by Tritel, and

. the series B preferred stock may be issued by Tritel pursuant to an
exchange event as defined in the Restated Certification of
Incorporation.

No series B preferred stock has been issued by the Company.

(11) STOCKHOLDERS' EQUITY

The Predecessor Companies were organized as limited liability corporations
(LLC) and as such had no outstanding stock. Owners (members) actually held a
membership interest in the LLC. As a result, the investment of those members in
the Predecessor Companies is reflected as contributed capital--Predecessor
Company in the accompanying balance sheet.

On January 7, 1999, the Company issued stock to the Predecessor Company as
well as other parties as described herein.

Preferred Stock

Following is a summary of the preferred stock of the Company:

3,100,000 shares of authorized preferred stock, par value $.01 per share
(the "preferred stock"), 1,100,000 of which have been designated as follows:

. 200,000 shares designated "Series A Convertible Preferred Stock" (the
"series A preferred stock"), 10% redeemable convertible, $1,000 stated
and liquidation value (See Note 10);

F-66
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

. 300,000 shares designated "Series B Preferred Stock" (the "series B
preferred stock"), 10% cumulative, $1,000 stated and liquidation value
(See Note 10);

. 500,000 shares designated "Series C Convertible Preferred Stock" (the
"series C preferred stock"), 6.5% cumulative convertible, $1,000 stated
and liquidation value; and

. 100,000 shares designated "Series D Convertible Preferred Stock" (the
"series D preferred stock"), 6.5% cumulative convertible, $1,000 stated
and liquidation value.

Series C Preferred Stock

Series C preferred stock (1) ranks junior to the series A preferred stock
and the series B preferred stock with respect to dividend rights and rights on
liquidation, dissolution or winding up, (2) ranks junior to the series D
preferred stock with respect to rights on a statutory liquidation, (3) ranks on
a parity basis with the series D preferred stock with respect to rights on
liquidation, dissolution or winding up, except a statutory liquidation, (4)
ranks on a parity basis with series D preferred stock and common stock with
respect to dividend rights, and (5) ranks senior to the common stock and any
other series or class of the Company's common or preferred stock, now or
hereafter authorized, other than series A preferred stock, series B preferred
stock or series D preferred stock, with respect to rights on liquidation,
dissolution and winding up.

Holders of series C preferred stock are entitled to dividends in cash or
property when, as and if declared by the Board of Directors of Tritel. Upon any
liquidation, dissolution or winding up of Tritel, holders of series C preferred
stock are entitled to receive, after payment to any stock ranking senior to the
series C preferred stock, a liquidation preference equal to (1) the quotient of
the aggregate paid-in-capital of all series C preferred stock held by a
stockholder divided by the total number of shares of series C preferred stock
held by that stockholder plus (2) declared but unpaid dividends on the series C
preferred stock, if any, plus (3) an amount equal to interest on the invested
amount at the rate of 6 1/2% per annum, compounded quarterly. The holders of
the series C preferred stock have the right at any time to convert each share
of series C preferred stock, and upon the initial public offering in December
1999, each share of series C preferred stock automatically converted into
shares of class A common stock of and class D common stock. The number of
shares the holder received upon conversion was determined by dividing the
aforementioned liquidation preference by the conversion price in effect at the
time of $2.50. On all matters to be submitted to the stockholders of Tritel,
the holders of series C preferred stock shall have the right to vote on an as-
converted basis as a single class with the holders of the common stock.
Additionally, the affirmative vote of the holders of a majority of the series C
preferred stock is required to approve certain matters. The series C preferred
stock is not redeemable.

The Company issued 18,262 shares of series C preferred stock with a stated
value of $18,262,000 to the Predecessor Company on January 7, 1999 in exchange
for certain of its assets, liabilities and continuing operations. The stock was
recorded at the historical cost of the assets and liabilities acquired from the
Predecessor Company since, for accounting purposes, this transaction was
accounted for as a reorganization of the Predecessor Company into a C
corporation and a name change to Tritel.

The Company also issued 14,130 shares of series C preferred stock with a
stated value of $14,130,000 to the Predecessor Company on January 7, 1999 in
exchange for cash of $14,130,000. In the same transaction, the Company also
issued 149,239 shares of series C preferred stock with a stated value of
$149,239,000 to investors on January 7, 1999 in exchange for cash. The stock
was recorded at its stated value and the costs associated with this transaction
have been offset against equity.

F-67
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Additionally, the Company issued 2,602 shares of series C preferred stock
with a stated value of $2,602,000 to Central Alabama Partnership, LP 132 on
January 7, 1999 in exchange for its net assets. The stock was recorded at its
stated value and the assets and liabilities were recorded at estimated fair
values.

All of the series C preferred stock outstanding converted into 73,349,620
shares of class A and 4,962,804 shares of class D common stock upon the closing
of the initial public offering on December 13, 1999.

Series D Preferred Stock

The series D preferred stock (1) ranks junior to the series A preferred
stock and the series B preferred stock with respect to dividend rights and
rights on liquidation, dissolution or winding up, (2) ranks senior to the
series C preferred stock with respect to rights on a statutory liquidation, (3)
ranks on a parity basis with series C preferred stock with respect to rights on
liquidation, dissolution and winding up, except a statutory liquidation, (4)
ranks on a parity basis with series C preferred stock and common stock with
respect to dividend rights, and (5) ranks senior to the common stock and any
other series or class of Tritel's common or preferred stock, now or hereafter
authorized, other than series A preferred stock, series B preferred stock or
series C preferred stock, with respect to rights on liquidation, dissolution
and winding up. Subject to the preceding sentence, the series D preferred stock
is identical in all respects to the series C preferred stock, except:

. the series D preferred stock is convertible into an equivalent number of
shares of series C preferred stock at any time. This stock is then
convertible to common stock at the conversion rate of the original
series C preferred stock set forth on the date of the initial public
offering, or 18,463,121 shares of class A common stock and 1,249,207
shares of class D common stock;

. the liquidation preference for series D preferred stock equals $1,000
per share plus declared but unpaid dividends plus an amount equal to
interest on $1,000 at the rate of 6 1/2% per annum, compounded
quarterly, from the date of issuance of such share to and including the
date of the payment;

. the holders of series D preferred stock do not have any voting rights,
other than those required by law or in certain circumstances; and

. shares of series D preferred stock are not automatically convertible
upon an initial public offering of the Company's stock.

The Company issued 46,374 shares of series D preferred stock with a stated
value of $46,374,000 to AT&T Wireless on January 7, 1999.

Common Stock

Following is a summary of the common stock of the Company:

. 1,016,000,009 shares of common stock, par value $.01 per share (the
"common stock"), which have been designated as follows:

. 500,000,000 shares designated "Class A Voting Common Stock" (the "class
A common stock"),

. 500,000,000 shares designated "Class B Non-Voting Common Stock" (the
"class B common stock"),

. 4,000,000 shares designated "Class C Common Stock" (the "class C common
stock"),

F-68
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

. 12,000,000 shares designated "Class D Common Stock" (the "class D common
stock") and

. nine shares designated "Voting Preference Common Stock" (the "voting
preference common stock")

The common stock of Tritel is divided into two groups, the "non-tracked
common stock," which is comprised of the class A common stock, the class B
common stock and the voting preference common stock, and the "tracked common
stock," which is comprised of the class C common stock and class D common
stock. Each share of common stock is identical, and entitles the holder thereof
to the same rights, powers and privileges of stockholders under Delaware law,
except:

. dividends on the tracked common stock track the assets and liabilities
of Tritel C/F Holding Corp., a subsidiary of Tritel;

. rights on liquidation, dissolution or winding up of Tritel of the
tracked common stock track the assets and liabilities of Tritel C/F
Holding Corp.;

. the class A common stock, together with the series C preferred stock,
has 4,990,000 votes, the class B common stock has no votes, the class C
common stock has no votes, the class D common stock has no votes and the
voting preference common stock has 5,010,000 votes, except that in any
matter requiring a separate class vote of any class of common stock or a
separate vote of two or more classes of common stock voting together as
a single class, for the purposes of such a class vote, each share of
common stock of such classes will be entitled to one vote per share;

. in the event the Federal Communications Commission indicates that the
class A common stock and the voting preference stock (1) may be voted as
a single class on all matters, (2) may be treated as a single class for
all quorum requirements and (3) may have one vote per share, then,
absent action by the Board of Directors and upon an affirmative vote of
66 2/3% or more of the class A common stock, Tritel must seek consent
from the Federal Communications Commission to permit the class A common
stock and the voting preference common stock to vote and act as a single
class in the manner described above;

. the holders of shares of class B common stock shall be entitled to vote
as a separate class on any amendment, repeal or modification of any
provision of the restated certificate of incorporation that adversely
affects the powers, preferences or special rights of the holders of the
class B common stock;

. each share of class B common stock may be converted, at any time at the
holder's option, into one share of class A common stock;

. each share of class A common stock may be converted, at any time at the
holder's option, into one share of class B common stock; and

. in the event the Federal Communications Commission indicates that it
will permit the conversion of tracked common stock into either class A
common stock or class B common stock, then, absent action by the Board
of Directors and upon an affirmative vote of 66 2/3% or more of the
class A common stock, such conversion will be allowed by Tritel at the
option of the holders of the tracked common stock.

As of December 31, 1999, the Company has issued 10,981,932 shares of class A
common stock, 1,380,448 shares of class C common stock and 6 shares of voting
preference common stock to certain members of management of the Company. The
class A and class C common stock issued to management are restricted shares
subject to repurchase agreements which require the holders to sell to the
Company at a $0.01 repurchase

F-69
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

price per share, the number of shares that would be equal to $2.50 per share on
specified "Trigger Dates" including a change of control, termination of
employment, or the seventh anniversary of the agreement. On the "Trigger Date,"
the holders must sell to the Company the number of shares necessary, based on
the then current fair value of the stock based on the average closing price for
the most recent ten trading days, to reduce the number of shares of stock held
by an amount equal to the number of shares then held by the holder times $2.50
per share (in essence, requiring the holders to pay $2.50 per share for their
shares of stock). Also, in the event the Company does not meet certain
performance measurements, certain members of management will be required to
sell to the Company a fixed number of shares at $0.01 per share.

Based on the terms of the repurchase agreement, this plan is being accounted
for as a variable stock plan. Accordingly, the Company will record Stock-based
Compensation Expense over the vesting period for the difference between the
quoted market price of the Company's stock at each measurement date and the
current fair value of the stock to be repurchased from the individuals.
Subsequent to year end, the Board of Directors approved a plan to modify these
awards to remove the provision that requires management to surrender a portion
of their shares. This modification, which was completed during the second
quarter of 2000, established the measurement date upon which the value of the
awards were fixed. Based on the market price of Tritel's common stock at the
measurement date, Tritel will record additional non-cash compensation expense
related to these shares for the period from 2000 to 2004 of approximately
$112.0 million. In addition, Tritel will record a maximum of $26.0 million in
cash compensation expense during the period from 2000 to 2004 to reimburse the
participants for the tax consequences of the modification of these awards.

In conjunction with the Company's agreement with Mr. Sullivan (see Note 17),
the Company agreed to repurchase 1,276,000 shares of the officer's stock at
$0.01 per share and allow the officer to become fully vested in his remaining
1.8 million shares without restriction or repurchase rights. As a result, the
Company recorded $4.5 million as compensation expense and additional paid in
capital. Such amount represents the fair value of the stock at the time of the
agreement without restrictions or repurchase rights.

(12) STOCK OPTION PLANS

In January 1999, the Company adopted a stock option plan for employees and a
stock option plan for non-employee directors.

Tritel's 1999 Stock Option Plan (the "Stock Option Plan") authorizes the
grant of certain tax-advantaged stock options, nonqualified stock options and
stock appreciation rights for the purchase of an aggregate of up to 10,462,400
shares of common stock of Tritel. The Stock Option Plan benefits qualified
officers, employee directors and other key employees of, and consultants to,
Tritel and its subsidiaries in order to attract and retain those persons and to
provide those persons with appropriate incentives. The Stock Option Plan also
allows grants or sales of common stock to those persons. The maximum term of
any stock option to be granted under the Stock Option Plan is ten years. Grants
of options under the Stock Option Plan are determined by the Board of Directors
or a compensation committee designated by the Board.

The exercise price of incentive stock options under the Stock Option Plan
must not be less than the fair market value of the common stock on the grant
date and the exercise price of all other options must not be less that 75% of
such fair market value. The Stock Option Plan will terminate in 2009 unless
extended by amendment.

F-70
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

As of December 31, 1999, 4,585,028 restricted shares and 2,081,422 stock
options with an average exercise price of $18.05 were granted under the Stock
Option Plan. The restricted stock is subject to the repurchase agreements as
discussed in Note 11. The restricted shares will vest in varying percentages,
up to 80% vesting, over five years. The remaining 20% will vest if the Company
meets certain performance benchmarks for development and construction of its
wireless PCS network. Stock options generally vest 25% on each of the first
four anniversaries of the date of the grant. A portion of the stock options
granted to employees in connection with the initial public offering vest 25% on
the thirty-first day after grant and 25% on each of the first three
anniversaries of the date of the grant. The stock options outstanding as of
December 31, 1999 vest 100% upon a change of control.

Tritel's 1999 Stock Option Plan for Non-employee Directors (the "Non-
employee Directors Plan") authorizes the grant of certain nonqualified stock
options for the purchase of an aggregate of up to 100,000 shares of common
stock of Tritel. The Non-employee Directors Plan benefits non-employee
directors of Tritel in order to attract and retain those persons and to provide
those persons with appropriate incentives. The maximum term of any stock option
to be granted under the Non-employee Directors Plan is ten years. Grants of
options under the Non-employee Directors are determined by the Board of
Directors.

The exercise price of nonqualified stock options granted under the Non-
employee Directors Plan must not be less than the fair market value of the
common stock on the grant date. The Non-employee Directors Plan will terminate
in 2009 unless extended by amendment.

As of December 31, 1999, 45,000 options with an exercise price of $18 per
share were outstanding under the Non-employee Directors Plan. These options
vest 20% on the date of grant and an additional 20% on each of the first four
anniversaries of the date of the grant and fully vest upon a change of control.

The Company has adopted the disclosure only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Accordingly, no compensation has
been recognized for the stock options. If compensation cost had been determined
based on the fair value at grant date for awards in 1999 in accordance with
SFAS No. 123, the Company's net loss and net loss per share would have
increased to the pro forma amounts indicated below (dollars in thousands):

<TABLE>
<S> <C>
Net loss--As reported.............................................. $247,454
Net loss--Pro forma................................................ 250,608
Net loss per share--As reported.................................... 33.25
Net loss per share--Pro forma...................................... 33.66

The fair value of each option on the date of grant is estimated using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

Expected life...................................................... 5 Years
Risk-free interest rate............................................ 6.16%
Expected volatility................................................ 56%
Dividend yield..................................................... 0%
</TABLE>

The weighted average fair value of options granted during 1999 was $8.52 per
share. At December 31, 1999, 9,000 options were exercisable.

F-71
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
Exercise Number of Remaining
Price Options Outstanding Contractual Life
-------- ------------------- ----------------
<S> <C> <C>
$18.00 2,119,572 10 years
31.69 6,850 10 years
</TABLE>

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial
instruments is made pursuant to SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments." Fair value estimates are subject to inherent
limitations. Estimates of fair value are made at a specific point in time,
based on relevant market information and information about the financial
instrument. The estimated fair values of financial instruments are not
necessarily indicative of amounts the Company might realize in actual market
transactions. Estimates of fair value are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect
the estimates. The carrying amounts at December 31, 1998 and 1999 for cash and
cash equivalents, accounts receivable, notes receivable, accounts payable,
accrued liabilities, notes payable, and variable rate long-term debt are
reasonable estimates of their fair values. The carrying amount of fixed-rate
long-term debt is believed to approximate fair value because such debt was
discounted to reflect market interest rate at inception and such discount is
believed to be approximate for valuation of this debt.

(14) RELATED PARTY TRANSACTIONS

On January 7, 1999, the Company entered into a secured promissory note
agreement under which it agreed to lend up to $2,500,000 to the Predecessor
Company. Interest on advances under the loan agreement is 10% per year. The
interest will compound annually and interest and principal are due at maturity
of the note. The note is secured by the Predecessor Company's ownership
interest in the Company. Any proceeds from the sales of licenses by the
Predecessor Company, net of the repayment of any Federal Communications
Commission debt, are required to be applied to the note balance. If the note
has not been repaid within five years, it will be repaid through a reduction of
the Predecessor Company's interest in the Company based on a valuation of the
Company's stock at that time. The balance of this note at December 31, 1999 was
approximately $2.3 million.

(15) ASSETS AND LIABILITIES RETAINED BY PREDECESSOR COMPANY

Certain assets and liabilities, with carrying amounts of $22,070,000 and
$17,367,000, respectively, principally for certain Federal Communications
Commission licenses and related Federal Communications Commission debt, which
were retained by the Predecessor Company have been reflected in these financial
statements as a distribution to the Predecessor Company. The Predecessor
Company is holding such assets and liabilities but is not currently developing
the PCS markets. Of the assets retained by the Predecessor Company, Tritel was
granted an option to acquire certain PCS licenses for approximately 1.2 million
shares of class A common stock. During May 1999, Tritel notified the
Predecessor Company of its intent to exercise this option. Such licenses will
be transferred to Tritel after approval by the Federal Communications
Commission. Tritel has committed to sell to AT&T Wireless or its designee such
licenses.

F-72
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

(16) LEASES

The Company leases office space, equipment, and co-location tower space
under noncancelable operating leases. Expense under operating leases was
$3,000, $334,000 and $7.2 million for 1997, 1998 and 1999, respectively.
Management expects that in the normal course of business these leases will be
renewed or replaced by similar leases. The leases extend through 2008.

Future minimum lease payments under these leases at December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
(dollars
in
thousands)
<S> <C>
2000............................................................ $13,940
2001............................................................ 13,846
2002............................................................ 13,731
2003............................................................ 13,239
2004............................................................ 8,955
Thereafter...................................................... 8,881
-------
Total......................................................... $72,592
=======
</TABLE>

(17) COMMITMENTS AND CONTINGENCIES

Effective September 1, 1999, Tritel, Inc. and Jerry M. Sullivan entered into
an agreement to redefine Mr. Sullivan's relationship with Tritel, Inc. and its
subsidiaries. Mr. Sullivan has resigned as an officer and a director of Tritel,
Inc. and all of its subsidiaries. Mr. Sullivan will retain the title Executive
Vice President of Tritel, Inc. through December 31, 2001; however, under the
agreement, he is not permitted to represent the Company nor will he perform any
functions for Tritel, Inc. As part of the agreement, Mr. Sullivan will also
receive an annual salary of $225,000 and an annual bonus of $112,500 through
December 31, 2002. Mr. Sullivan became fully vested in 1,800,000 shares of
class A common stock and returned all other shares held by him, including his
voting preference common stock to Tritel, Inc. Accordingly, the Company has
recorded $5.8 million in additional compensation expense during 1999. The $5.8
million was determined pursuant to the settlement of Mr. Sullivan's employment
relationship with the Company, and includes $4.5 million for the grant of
additional stock rights, $225,000 annual salary and $112,500 annual bonus
through December 31, 2002, and other related amounts.

Mr. Sullivan had served as Director, Executive Vice President and Chief
Operating Officer of Tritel, Inc. since 1993. The foregoing agreements
supersede the employment relationship between Tritel, Inc. and Mr. Sullivan
defined by the Management Agreement and Mr. Sullivan's employment agreement.

In December 1998, the Company entered into an acquisition agreement with an
equipment vendor whereby the Company agreed to purchase a minimum of
$300,000,000 of equipment, software and certain engineering services over a
five-year period in connection with the construction of its wireless
telecommunications network. The Company agreed that the equipment vendor would
be the exclusive provider of such equipment during the term of the agreement.
As part of this agreement, the vendor advanced $15,000,000 to the Company at
the closing of the transactions described herein. The $15,000,000 deferred
credit is accounted for as a reduction in the cost of the equipment as the
equipment is purchased.

F-73
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

(18) QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected unaudited quarterly financial data is as follows:

<TABLE>
<CAPTION>
For the Quarters Ended
----------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------------- --------------- ----------------- ------------------
1998 1999 1998 1999 1998 1999 1998 1999
----- ------- ----- -------- ------- -------- ------- ---------
(dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $ $ $ $ $ $ 179 $ $ 6,580
Operating loss.......... (763) (7,471) (997) (8,801) (1,390) (22,305) (4,536) (226,911)
Loss before extraordi-
nary item.............. (743) (8,247) (990) (10,027) (1,398) (10,482) (5,200) (218,698)
Net loss................ (743) (8,247) (990) (10,027) (3,812) (10,482) (5,200) (218,698)
Net loss per common
share.................. $ (2.76) $ (3.30) $ (3.45) $ (9.20)
</TABLE>

(19) SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
Three Months Ended
Years Ended December 31, March 31,
------------------------ --------------------
1997 1998 1999 1999 2000
------- ------- -------- ------- -------
(unaudited)
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cash paid for interest, net of
amounts capitalized.............. $ -- $ -- $ 14,362 $ -- $ 7,888
Significant non-cash investing and
financing activities:
Long-term debt incurred to
obtain Federal Communications
Commission licenses, net of
discount....................... 23,116 -- -- -- --
Capitalized interest and
discount on debt............... 6,799 7,614 10,062 221 1,481
Deposits applied to purchase of
Federal Communications
Commission licenses............ 5,000 -- -- -- --
Capital expenditures included in
accounts payable............... -- 5,762 81,913 (5,762) 43,642
Election of Federal
Communications Commission
disaggregation option for
return of spectrum:
Reduction in Federal
Communications Commission
licensing costs.............. -- 35,442 -- -- --
Reduction in accrued interest
payable and long-term debt... -- 33,028 -- -- --
Preferred stock issued in exchange
for assets and liabilities....... -- -- 156,837 -- --
</TABLE>

F-74
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

(20) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following condensed consolidating financial statements as of December
31, 1999 and March 31, 2000 and for the year ended December 31, 1999 and for
the three months ended March 31, 1999 and 2000, are presented for Tritel,
Tritel PCS, those subsidiaries of Tritel PCS who serve as guarantors and those
subsidiaries who do not serve as guarantors of the senior subordinated discount
notes.

Condensed Consolidating Balance Sheet
As of December 31, 1999

<TABLE>
<CAPTION>
Tritel
Tritel, PCS, Guarantor NonGuarantor Consolidated
Inc. Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
-------- -------- ------------ ------------ ------------ ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents.......... $ -- $613,999 $ (4,730) $ -- $ -- $ 609,269
Other current assets.. 2,462 1,407 17,426 -- -- 21,295
Intercompany
receivables.......... 1,799 210,673 -- -- (212,472) --
-------- -------- -------- -------- --------- ----------
Total current
assets............. 4,261 826,079 12,696 -- (212,472) 630,564
Restricted cash......... -- 6,594 -- -- -- 6,594
Property and equipment,
net.................... -- -- 262,343 -- -- 262,343
Licenses and other
intangibles............ 59,508 -- -- 201,946 -- 261,454
Investment in
subsidiaries........... 445,301 73,286 -- -- (518,587) --
Other long term assets.. -- 62,633 82 -- (27,308) 35,407
-------- -------- -------- -------- --------- ----------
Total assets........ $509,070 $968,592 $275,121 $201,946 $(758,367) $1,196,362
======== ======== ======== ======== ========= ==========
Current liabilities:
Accounts payable,
accrued expenses and
other current
liabilities.......... $ 29 $ 1,240 $111,257 $ 1,721 $ -- $ 114,247
Intercompany
payables............. -- -- 196,950 15,522 (212,472) --
-------- -------- -------- -------- --------- ----------
Total current
liabilities........ 29 1,240 308,207 17,243 (212,472) 114,247
Non-current liabilities:
Long-term debt........ -- 516,734 27,121 40,982 (27,121) 557,716
Deferred income taxes
and other............ 22,009 5,318 (20,024) 30,251 (187) 37,367
-------- -------- -------- -------- --------- ----------
Total liabilities... 22,038 523,292 315,304 88,476 (239,780) 709,330
Series A redeemable
convertible preferred
stock.................. 99,586 -- -- -- -- 99,586
-------- -------- -------- -------- --------- ----------
Stockholders' equity
(deficit).............. 387,446 445,300 (40,183) 113,470 (518,587) 387,446
-------- -------- -------- -------- --------- ----------
Total liabilities
and equity......... $509,070 $968,592 $275,121 $201,946 $(758,367) $1,196,362
======== ======== ======== ======== ========= ==========
</TABLE>

F-75
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Balance Sheet
As of March 31, 2000

<TABLE>
<CAPTION>
Tritel
Tritel, PCS, Guarantor NonGuarantor Consolidated
Inc. Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
--------- -------- ------------ ------------ ------------ ------------
(Dollars in thousands)
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents.......... $ -- $472,193 $ 10,266 $ -- $ -- $ 482,459
Other current assets.. 2,926 2,407 27,973 -- -- 33,306
Intercompany
receivables.......... 443 345,696 -- -- (346,139) --
--------- -------- -------- -------- --------- ----------
Total current
assets............. 3,369 820,296 38,239 -- (346,139) 515,765
Restricted cash......... -- 6,125 -- -- -- 6,125
Property and equipment,
net.................... -- -- 292,215 -- -- 292,215
Licenses and other
intangibles............ 58,077 -- -- 203,107 -- 261,184
Investment in
subsidiaries........... 401,979 34,126 -- -- (436,105) --
Other long term assets.. -- 70,354 424 -- (36,193) 34,585
--------- -------- -------- -------- --------- ----------
Total assets........ $ 463,425 $930,901 $330,878 $203,107 $(818,437) $1,109,874
========= ======== ======== ======== ========= ==========
Current liabilities:
Accounts payable,
accrued expenses and
other current
liabilities.......... $ 20 $ 1,117 $ 62,219 $ 1,722 $ -- $ 65,078
Intercompany
payables............. -- -- 328,793 17,346 (346,139) --
--------- -------- -------- -------- --------- ----------
Total current lia-
bilities........... 20 1,117 391,012 19,068 (346,139) 65,078
Non-current liabilities:
Long-term debt........ -- 523,510 35,371 40,973 (35,371) 564,483
Deferred income taxes
and other
liabilities.......... 21,983 4,295 (16,809) 30,244 (822) 38,891
--------- -------- -------- -------- --------- ----------
Total liabilities... 22,003 528,922 409,574 90,285 (382,332) 668,452
--------- -------- -------- -------- --------- ----------
Series A redeemable
convertible preferred
stock.................. 101,853 -- -- -- -- 101,853
--------- -------- -------- -------- --------- ----------
Stockholders' equity
(deficit).............. 339,569 401,979 (78,696) 112,822 (436,105) 339,569
--------- -------- -------- -------- --------- ----------
Total liabilities
and equity......... $ 463,425 $930,901 $330,878 $203,107 $(818,437) $1,109,874
========= ======== ======== ======== ========= ==========
</TABLE>

F-76
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Statement of Operations
For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
Tritel
Tritel, PCS, Guarantor NonGuarantor Consolidated
Inc. Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
--------- -------- ------------ ------------ ------------ ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $ -- $ -- $ 7,974 $1,038 $(2,253) $ 6,759
--------- -------- -------- ------ ------- ---------
Operating Expenses:
Cost of services and
equipment............ -- -- 6,966 -- -- 6,966
Technical operations.. -- -- 18,459 -- -- 18,459
General and
administrative....... 56 45 25,065 2 (2,253) 22,915
Sales and marketing... -- -- 20,404 -- -- 20,404
Stock-based
compensation......... 190,664 -- -- -- -- 190,664
Depreciation and
amortization......... 5,620 -- 6,621 598 -- 12,839
--------- -------- -------- ------ ------- ---------
Total operating
expenses........... 196,340 45 77,515 600 (2,253) 272,247
--------- -------- -------- ------ ------- ---------
Operating loss.......... (196,340) (45) (69,541) 438 -- (265,488)
Interest income......... 170 16,553 255 -- (187) 16,791
Financing cost.......... -- -- (2,230) -- -- (2,230)
Interest expense........ -- (24,924) (233) -- 187 (24,970)
--------- -------- -------- ------ ------- ---------
Income (loss) before
income taxes........... (196,170) (8,416) (71,749) 438 -- (275,897)
Income tax benefit
(expense).............. 2,051 3,135 23,420 (163) -- 28,443
--------- -------- -------- ------ ------- ---------
Net loss............ $(194,119) $ (5,281) $(48,329) $ 275 $ -- $(247,454)
========= ======== ======== ====== ======= =========
</TABLE>

F-77
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Statement of Operations
For the Three-Months Ended March 31, 1999

Condensed Consolidating Statement of Operations
For the Three-Months Ended March 31, 2000

F-78
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
Tritel, Tritel Guarantor NonGuarantor Consolidated
Inc. PCS, Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
--------- --------- ------------ ------------ ------------ ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ (3,648) $ 3,554 $ (50,981) $ -- $-- $ (51,075)
--------- --------- --------- ------- ---- ---------
Cash flows from
investing activities:
Capital expenditures.. -- -- (172,448) -- -- (172,448)
Advance under notes
receivable........... -- (7,500) (50) -- -- (7,550)
Investment in
subsidiaries......... (376,718) 376,718 -- -- -- --
Capitalized interest
on debt.............. -- -- (3,863) (9,760) -- (13,623)
Decrease in other
assets............... (325) (6,883) -- -- -- (7,208)
--------- --------- --------- ------- ---- ---------
Net cash provided by
(used in) investing
activities:............ (377,043) 362,335 (176,361) (9,760) -- (200,829)
--------- --------- --------- ------- ---- ---------
Cash flows from
financing activities:
Proceeds from long
term debt............ -- 300,000 -- -- -- 300,000
Proceeds from senior
subordinated debt.... -- 200,240 -- -- -- 200,240
Repayments of notes
payable.............. (22,100) -- -- -- -- (22,100)
Payment of debt
issuance costs and
other deferred
charges.............. (8,507) (30,202) -- -- -- (38,709)
Intercompany
receivable/payable... 4,556 (236,928) 222,612 9,760 -- --
Proceeds from vendor
discount............. -- 15,000 -- -- -- 15,000
Issuance of preferred
stock................ 163,370 -- -- -- -- 163,370
Issuance of common
stock, net........... 242,526 -- -- -- -- 242,526
--------- --------- --------- ------- ---- ---------
Net cash provided by
financing activities:.. 379,845 248,110 222,612 9,760 -- 860,327
--------- --------- --------- ------- ---- ---------
Net increase (decrease)
in restricted cash,
cash and cash
equivalents............ (846) 613,999 (4,730) -- -- 608,423
Cash and cash
equivalents at
beginning of period.... 846 -- -- -- -- 846
--------- --------- --------- ------- ---- ---------
Cash and cash
equivalents at End of
period................. $ -- $ 613,999 $ (4,730) $ -- $-- $ 609,269
========= ========= ========= ======= ==== =========
</TABLE>

F-79
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 1999

<TABLE>
<CAPTION>
Tritel
Tritel, PCS, Guarantor NonGuarantor Consolidated
Inc. Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
-------- -------- ------------ ------------ ------------ ------------
(dollars in thousands)
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ 37 $ 1,052 $ (9,290) $ -- $-- $ (8,201)
-------- -------- -------- ------- ---- --------
Cash flows from
investing activities:
Capital expenditures.. -- -- (22,358) -- -- (22,358)
Advance under notes
receivable........... -- (7,500) -- -- -- (7,500)
Increase in restricted
cash................. -- (8,393) -- -- -- (8,393)
Capitalized interest
on debt.............. -- -- (483) (3,232) -- (3,715)
-------- -------- -------- ------- ---- --------
Net cash provided by
(used in) investing
activities: -- (15,893) (22,841) (3,232) -- (41,966)
-------- -------- -------- ------- ---- --------
Cash flows from
financing activities:
Proceeds from long
term debt............ -- 200,000 -- -- -- 200,000
Repayments of notes
payable.............. (22,100) -- -- -- -- (22,100)
Payment of debt
issuance costs and
other deferred
charges.............. -- (27,201) -- -- -- (27,201)
Intercompany
receivable/payable... 57,594 (94,955) 34,129 3,232 -- --
Proceeds from vendor
discount............. -- 15,000 -- -- -- 15,000
Issuance of preferred
stock................ 113,623 -- -- -- -- 113,623
-------- -------- -------- ------- ---- --------
Net cash provided by
financing activities: 149,117 92,844 34,129 3,232 -- 279,322
-------- -------- -------- ------- ---- --------
Net increase (decrease)
in restricted cash,
cash and cash
equivalents............ 149,154 78,003 1,998 -- -- 229,155
Cash and cash
equivalents at
beginning of period.... 846 -- -- -- -- 846
-------- -------- -------- ------- ---- --------
Cash and cash
equivalents at end of
period................. $150,000 $ 78,003 $ 1,998 $ -- $-- $230,001
======== ======== ======== ======= ==== ========
</TABLE>

F-80
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Condensed Consolidating Statement of Cash Flows
For the Three-Months Ended March 31, 2000

<TABLE>
<CAPTION>
Tritel, Tritel Guarantor NonGuarantor Consolidated
Inc. PCS, Inc. Subsidiaries Subsidiaries Eliminations Tritel, Inc.
------- --------- ------------ ------------ ------------ ------------
(dollars in thousands)
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $(1,409) $ 1,464 $(51,893) $ -- $ -- $ (51,838)
------- --------- -------- ------- ----- ---------
Cash flows from
investing activities:
Capital expenditures.. -- -- (73,166) -- -- (73,166)
Investment in
subsidiaries......... -- -- -- -- --
Decrease in other
assets............... -- 568 (144) -- -- 424
Capitalized interest
on debt.............. -- -- (719) (1,087) -- (1,806)
------- --------- -------- ------- ----- ---------
Net cash provided by
(used in) investing
activities: -- 568 (74,029) (1,087) -- (74,548)
------- --------- -------- ------- ----- ---------
Cash flows from
financing activities:
Repayment of long term
debt................. -- -- -- (215) -- (215)
Payment of debt
issuance costs and
other deferred
charges.............. -- (199) -- -- -- (199)
Intercompany
receivable/payable... 1,419 (143,639) 140,918 1,302 -- --
Payment of stock
issuance costs....... (61) -- -- -- -- (61)
Proceeds from exercise
of stock options..... 51 -- -- -- -- 51
------- --------- -------- ------- ----- ---------
Net cash provided by
(used in) financing
activities: 1,409 (143,838) 140,918 1,087 -- (424)
------- --------- -------- ------- ----- ---------
Net increase (decrease)
in restricted cash,
cash and cash
equivalents............ -- (141,806) 14,996 -- -- (126,810)
Cash and cash
equivalents at
beginning of period.... -- 613,999 (4,730) -- -- 609,269
------- --------- -------- ------- ----- ---------
Cash and cash
equivalents at end of
period................. $ -- $ 472,193 $ 10,266 $ -- $ -- $ 482,459
======= ========= ======== ======= ===== =========
</TABLE>

The condensed combining financial statements for 1998 of Tritel, Inc. and
the Predecessor Companies have been provided below to comply with the current
requirement to show consolidating data for guarantors and non-guarantors for
all periods presented. While Tritel, Inc. and its subsidiaries were formed
during 1998, their only activities in 1998 were the acquisition of property and
equipment approximating $1.5 million and losses totaling $32,000. The assets of
the Predecessor Companies and the assets acquired from AT&T Wireless and
Central Alabama were transferred to Tritel, Inc. and its subsidiaries during
1999. Therefore, the following statements do not correspond with the current
corporate structure and do not show data by guarantor and non-guarantor
relationship to the senior subordinated discount notes.

F-81
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Combining Balance Sheet
As of December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Eliminations Combined
----------- ------ ------------ --------
(dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......... $ 845 $ 1 $ -- $ 846
Due from affiliates............... 1,817 -- (1,576) 241
Other current assets.............. 719 -- -- 719
-------- ------ ------- --------
Total current assets............ 3,381 1 (1,576) 1,806
-------- ------ ------- --------
Property and equipment, net......... 12,263 1,553 -- 13,816
Federal Communications Commission
licensing costs.................... 71,466 -- -- 71,466
Other assets........................ 1,933 -- -- 1,933
-------- ------ ------- --------
Total assets.................... $ 89,043 $1,554 $(1,576) $ 89,021
======== ====== ======= ========
LIABILITIES AND MEMBERS' EQUITY
(DEFICIT)
Current liabilities:
Notes payable..................... $ 22,405 $ -- $ -- $ 22,405
Due to affiliates................. -- 1,576 (1,576) --
Accounts payable and accrued
expenses......................... 10,496 10 -- 10,506
-------- ------ ------- --------
Total current liabilities....... 32,901 1,586 (1,576) 32,911
-------- ------ ------- --------
Non-current liabilities:
Long-term debt.................... 51,599 -- -- 51,599
Note payable to related party..... 6,270 -- -- 6,270
Other liabilities................. 224 -- -- 224
-------- ------ ------- --------
Total non-current liabilities... 58,093 -- -- 58,093
-------- ------ ------- --------
Total liabilities............... 90,994 1,586 (1,576) 91,004
Contributed capital, net............ 13,497 -- -- 13,497
Deficit accumulated during
development stage.................. (15,448) (32) -- (15,480)
-------- ------ ------- --------
Total members' equity
(deficit)...................... (1,951) (32) -- (1,983)
-------- ------ ------- --------
Total liabilities and members'
equity (deficit)............... $ 89,043 $1,554 $(1,576) $ 89,021
======== ====== ======= ========
</TABLE>

F-82
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

Combining Statement of Operations
For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Combined
----------- ------ --------
(dollars in thousands)
<S> <C> <C> <C>
Revenues: $ -- $-- $ --
-------- ---- --------
Operating expenses:
Technical operations............................ 1,918 21 1,939
General and administrative...................... 4,937 10 4,947
Sales and marketing............................. 451 1 452
Depreciation and amortization................... 348 -- 348
-------- ---- --------
7,654 32 7,686
-------- ---- --------
Operating loss.................................... (7,654) (32) (7,686)
Interest income................................... 77 -- 77
Interest expense.................................. (722) -- (722)
-------- ---- --------
Loss before extraordinary item.................... (8,299) (32) (8,331)
Loss on return of spectrum........................ (2,414) -- (2,414)
-------- ---- --------
Net loss.......................................... $(10,713) $(32) $(10,745)
======== ==== ========
</TABLE>

Combining Statement of Cash Flows
For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Combined
----------- ------- --------
(dollars in thousands)
<S> <C> <C> <C>
Net cash used in operating activities........... $(10,039) $ 1,543 $ (8,496)
-------- ------- --------
Cash flows from investing activities:
Purchase of property and equipment............ (4,428) (1,542) (5,970)
Capitalized interest on debt used to obtain
Federal Communications Commission licenses... (2,905) -- (2,905)
-------- ------- --------
Net cash used in investing activities........... (7,333) (1,542) (8,875)
-------- ------- --------
Cash flows from financing activities:
Proceeds from notes payable to others......... 38,705 -- 38,705
Repayments of notes payable to others......... (21,300) -- (21,300)
Payment of debt issuance costs and other
deferred charges............................. (951) -- (951)
-------- ------- --------
Net cash provided by financing activities....... 16,454 -- 16,454
-------- ------- --------
Net increase (decrease) in cash and cash
equivalents.................................... (918) 1 (917)
Cash and cash equivalents at beginning of year.. 1,763 -- 1,763
-------- ------- --------
Cash and cash equivalents at end of year........ $ 845 $ 1 $ 846
======== ======= ========
</TABLE>

Tritel, Inc. was formed during 1998. Therefore, the 1997 combining financial
information is identical to the Consolidated Financial Statements.

F-83
<PAGE>

TRITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1999 is unaudited)

(21) SUBSEQUENT EVENT

On February 28, 2000, the Company announced an agreement to merge with
TeleCorp PCS, Inc., headquartered in Arlington, Virginia. This merger is
expected to take place during the second half of 2000 and is a tax-free
exchange of stock with Tritel shareholders receiving 0.76 shares of the new
entity's stock in exchange for each of their Tritel shares. The exchange ratio
is fixed regardless of future stock price movement. This transaction is
expected to be accounted for as a purchase business combination.

On the closing of the merger, AT&T will extend its initial five-year brand
sharing agreement for an additional two years.

F-84
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder
TeleCorp-Tritel Holding Company:

In our opinion, the accompanying consolidated balance sheet presents fairly,
in all material respects, the financial position of TeleCorp-Tritel Holding
Company at April 28, 2000 in conformity with accounting principles generally
accepted in the United States. This financial statement is the responsibility
of the Company's management; our responsibility is to express an opinion on
this financial statement based on our audit. We conducted our audit of this
statement in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall balance sheet presentation. We believe that our audit of the
balance sheet provides a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
McLean, Virginia
May 10, 2000

F-85
<PAGE>

TELECORP-TRITEL HOLDING COMPANY
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
April 28,
2000
---------
<S> <C>
ASSETS
Total current assets.................................................. $ --
-----
Total assets.......................................................... $ --
=====

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities............................................. $ --
-----
Total liabilities..................................................... --
Stockholders equity (deficit):
Common Stock, par value $.01 per share 1,000 shares authorized, no
shares issued and outstanding...................................... --
Total stockholders' equity (deficit).................................. --
-----
Total liabilities and stockholders' equity (deficit).................. $ --
=====
</TABLE>

The accompanying notes are an integral part of the consolidated balance sheet.

F-86
<PAGE>

TELECORP-TRITEL HOLDING COMPANY
NOTES TO CONSOLIDATED BALANCE SHEET

1. The Company

TeleCorp-Tritel Holding Company (Holding Company) was formed on April 28,
2000 in order to give effect to the Tritel Inc. (Tritel) merger with TeleCorp
PCS, Inc. (TeleCorp) and the AT&T exchange and contribution (see Note 3). To
date, the Holding Company has not conducted any activities other than those
incident to its formation. Upon completion of the merger, TeleCorp and Tritel
will become wholly owned subsidiaries of Holding Company. The business of
Holding Company will be the combined businesses currently conducted by TeleCorp
and Tritel.

2. Significant Accounting Policies

Basis of presentation

Holding Company has no assets, liabilities, stockholders' equity (deficit),
revenue or expenses and no principal activities. In addition, Holding Company
has not yet issued any equity securities.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. The estimates involve judgments with
respect to, among other things, various future factors which are difficult to
predict and are beyond the control of Holding Company. Actual amounts could
differ from these estimates.

3. Tritel Merger with TeleCorp and AT&T Contribution and Exchange

On February 28, 2000, Telecorp agreed to merge with Tritel, through a merger
of each of Telecorp and Tritel into a newly formed subsidiary of Holding
Company. The merger will result in exchange of 100% of the outstanding common
and preferred stock of Telecorp and Tritel for common and preferred stock of
Holding Company. The new entity will be controlled by the TeleCorp's voting
preference common stockholders, and Telecorp and Tritel will become
subsidiaries of Holding Company.

This transaction will be accounted for using the purchase method of
accounting. The purchase price for Tritel will be determined based on the fair
value of the shares of Holding Company issued to the former shareholders of
Tritel plus cash, the fair value associated with the conversion of outstanding
Tritel options to Holding Company options, liabilities assumed, and merger
related costs. The fair value of the shares issued was determined based on the
existing market price of TeleCorp's class A common stock, which is publicly
traded, and, for those shares that do not have a readily available market
price, through valuation by an investment banking firm. The purchase price for
this transaction will be allocated to the assets acquired based on their
estimated fair values. The excess of the purchase price over the assets
acquired will be recorded as goodwill and amortized over 20 years. The purchase
price has been preliminarily estimated to be approximately $6.6 billion with
estimated residual goodwill of $2.3 billion after allocation of the purchase
price to the acquired assets, including identifiable intangible assets.

The proposed merger has been unanimously approved by TeleCorp's and Tritel's
board of directors, with three of TeleCorp's directors abstaining. In addition,
shareholders with greater than 50% of the voting power of TeleCorp and Tritel
have agreed to vote in favor of the merger. The merger is subject to regulatory
approval and other conditions and is expected to close in the last quarter of
2000.

F-87
<PAGE>

TELECORP-TRITEL HOLDING COMPANY
NOTES TO CONSOLIDATED BALANCE SHEET--(Continued)

In connection with TeleCorp's merger with Tritel, AT&T has agreed to
contribute certain assets to TeleCorp. This contribution will result in Holding
Company acquiring various assets in exchange for the consideration issued as
follows:

TeleCorp acquires:

. $20.0 million cash from AT&T Wireless Services.

. The right to acquire all of the common and preferred stock of Indus,
Inc. (Indus).

. The right to acquire additional wireless properties and assets from
Airadigm Communications, Inc. (Airadigm).

. The two year extension and expansion of the AT&T network membership
licenses agreement to cover all people in Holding Company's markets.

Consideration issued:

. 9,272,740 shares of Class A common stock of Holding Company from the
Tritel merger to AT&T Wireless Services.

Separately, AT&T Wireless and the Company entered into an Asset Exchange
Agreement pursuant to which the Company has agreed to exchange certain assets
with AT&T Wireless, among other consideration.

The Company is receiving certain consideration in exchange for assets as
follows:

Holding Company acquires:

. $80.0 million in cash from AT&T Wireless.

. AT&T Wireless 10 MHZ PCS licenses in the areas covering part of the
Wisconsin market, in addition to adjacent licenses.

. AT&T Wireless's existing 10 MHZ PCS licenses in Fort Dodge, and
Waterloo, Iowa.

. The right to acquire additional wireless properties from Polycell
and ABC Wireless.

Consideration issued:

. TeleCorp's New England market segment to AT&T Wireless.

. Cash or class A common stock to Polycell and cash to ABC Wireless.

Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic coverage of the AT&T operating agreements with TeleCorp
to include the new markets either through amending TeleCorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as TeleCorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred by AT&T Wireless Services or AT&T Wireless
triggered in the event of a sale of Holding Company to a third party.

F-88
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

Description of Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial statements
combine the historical consolidated balance sheets and consolidated statements
of operations of the Company, Tritel, Indus and Airadigm. These unaudited pro
forma financial statements give effect to the merger with Tritel, referred to
as the Merger, the contribution from AT&T, the acquisition of the common and
preferred stock of Indus, the acquisition of additional wireless properties
and assets from Airadigm, referred to as the Contribution, the exchange with
AT&T which includes the acquisition of PCS licenses from ABC Wireless and
Polycell, referred to as the Exchange, the offering of Senior Subordinated
Notes, other transactions and pro forma inter-company eliminations.

This information was derived from the audited consolidated financial
statements of the Company and Tritel as of and for the year ended December 31,
1999, the unaudited consolidated financial statements of the Company and
Tritel as of and for the three months ended March 31, 2000, and from the
unaudited financial statements of Indus and Airadigm as of December 31, 1999
and March 31, 2000 and for the year ended December 31, 1999 and the three
months ended March 31, 2000, respectively. The Company's financial information
is only a summary and should be read in conjunction with the historical
consolidated financial statements and related notes of the Company elsewhere
in this document. Tritel's financial information is only a summary and should
be read in conjunction with their historical financial statements and related
notes as filed on Form 10-K and Form 10-Q with the Securities and Exchange
Commission on March 30, 2000 and May 15, 2000, respectively.

The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 1999 and for the three months ended March 31, 2000
assumes each of the transactions was effected on January 1, 1999. The
unaudited pro forma condensed combined balance sheet as of March 31, 2000,
gives effect to each transaction as if it had occurred on March 31, 2000. The
accounting policies of the Company, Tritel, Indus and Airadigm are
substantially comparable. Certain reclassifications have been made to
Tritel's, Indus' and Airadigm's historical presentation to conform to the
Company's presentation. These reclassifications do not materially impact
Tritel's, Indus', or Airadigm's operations or financial position for the
period presented.

The unaudited pro forma condensed combined financial statements are
provided for illustrative purposes only. The companies may have performed
differently had they always been combined. The unaudited pro forma condensed
combined financial statements do not purport to be indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.

F-89
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2000
($'s in thousands)
(unaudited)

<TABLE>
<CAPTION>
Contribution and Exchange
-------------------------------------------
Pro forma Other
Telecorp Offering Subtotal Indus Airadigm Adjustments Transactions Subtotal
---------- --------- ---------- ---------- ---------- ----------- ------------ ----------
(Note 1a.) (Note 7.) (Note 1c.) (Note 1d.) (Note 3.) (Note 5.)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash
equivalents...... $ 94,606 $437,000 $ 531,606 $ 335 $ 1,351 3d.(i) $ (20,656) 5c. $ (262) $ 512,374
Accounts
receivable, net.. 31,068 -- 31,068 -- 818 -- -- 31,886
Other current
assets........... 26,252 -- 26,252 620 1,174 3d.(ii) (1,794) -- 26,252
--------- -------- ---------- -------- -------- --------- -------- ----------
Total current
assets.......... 151,926 437,000 588,926 955 3,343 (22,450) (262) 570,512
Property and
equipment, net... 461,742 -- 461,742 982 40,954 3d.(iii) (99,201) -- 404,477
PCS licenses and
microwave
relocation costs,
net.............. 273,396 -- 273,396 70,333 75,379 3d.(iv) 708,640 5d.(i) 5,840 1,133,588
Intangible
assets, net...... 36,119 -- 36,119 -- -- 3d.(v) 322,176 -- 358,295
Other assets..... 25,471 13,000 38,471 1,222 2,974 3d.(vi) (4,196) -- 38,471
Goodwill......... -- -- -- -- -- -- -- --
--------- -------- ---------- -------- -------- --------- -------- ----------
Total assets.... $ 948,654 $450,000 $1,398,654 $ 73,492 $122,650 $ 904,969 $ 5,578 $2,505,343
========= ======== ========== ======== ======== ========= ======== ==========
Liabilities,
mandatorily
redeemable
preferred stock
and stockholders'
equity (deficit)
Current
liabilities:
Accounts payable
and accrued
liabilities...... $ 106,163 $ -- $ 106,163 $ 5,369 $ 7,928 3d.(vii) $ (7,928) $ -- $ 111,532
Other current
liabilities...... 35,850 -- 35,850 9,873 28,561 3d.(viii) (28,561) -- 45,723
Current portion
of long-term
debt............. 1,461 -- 1,461 -- 4,448 3d.(ix) 5,837 -- 11,746
--------- -------- ---------- -------- -------- --------- -------- ----------
Total current
liabilities..... 143,474 -- 143,474 15,242 40,937 (30,652) -- 169,001
Long-term debt... 649,864 450,000 1,099,864 88,281 157,626 3d.(x) (110,936) 5c. 2,871 1,237,706
Microwave
relocation
obligation....... 2,365 -- 2,365 -- -- -- -- 2,365
Other long term
liabilities...... 7,877 -- 7,877 1,803 3,023 3d.(xi) 97,667 -- 110,370
--------- -------- ---------- -------- -------- --------- -------- ----------
Total
liabilities..... 803,580 450,000 1,253,580 105,326 201,586 (43,921) 2,871 1,519,442
--------- -------- ---------- -------- -------- --------- -------- ----------
Mandatorily
redeemable
preferred stock,
net.............. 270,914 -- 270,914 -- -- -- 5a. 58 270,972
--------- -------- ---------- -------- -------- --------- -------- ----------
Stockholders'
equity (deficit)
Preferred stock.. 149 -- 149 450 -- 3d.(xii) (450) -- 149
Common stock, net
of subscriptions
receivable....... 306,698 -- 306,698 25,426 10,011 3d.(xiii) 444,427 5d.(ii) 17,946 804,508
Deferred
compensation..... (42,189) -- (42,189) -- -- -- -- (42,189)
Accumulated
deficit.......... (390,498) -- (390,498) (57,710) (88,947) 3d.(xiv) 504,913 5a. (15,297) (47,539)
--------- -------- ---------- -------- -------- --------- -------- ----------
Total
stockholders'
equity
(deficit)....... (125,840) -- (125,840) (31,834) (78,936) 948,890 2,649 714,929
--------- -------- ---------- -------- -------- --------- -------- ----------
Total
liabilities,
mandatorily
redeemable
preferred stock
and
stockholders'
equity
(deficit)....... $ 948,654 $450,000 $1,398,654 $ 73,492 $122,650 $ 904,969 $ 5,578 $2,505,343
========= ======== ========== ======== ======== ========= ======== ==========
<CAPTION>
Merger
---------------------------------
Pro forma
Tritel Adjustments Total
----------- ------------ -----------
(Note 1b.) (Note 2.)
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash
equivalents...... $ 482,459 2r.(i) $ (38,000) $ 956,833
Accounts
receivable, net.. 8,708 -- 40,594
Other current
assets........... 24,598 -- 50,850
----------- ------------ -----------
Total current
assets.......... 515,765 (38,000) 1,048,277
Property and
equipment, net... 292,215 -- 696,692
PCS licenses and
microwave
relocation costs,
net.............. 203,107 2r.(ii) 2,739,093 4,075,788
Intangible
assets, net...... 58,077 2r.(iii) 424,723 841,095
Other assets..... 40,710 -- 79,181
Goodwill......... -- 2o. 2,263,896 2,263,896
----------- ------------ -----------
Total assets.... $1,109,874 $5,389,712 $9,004,929
=========== ============ ===========
Liabilities,
mandatorily
redeemable
preferred stock
and stockholders'
equity (deficit)
Current
liabilities:
Accounts payable
and accrued
liabilities...... $ 64,118 $ -- $ 175,650
Other current
liabilities...... -- -- 45,723
Current portion
of long-term
debt............. 960 -- 12,706
----------- ------------ -----------
Total current
liabilities..... 65,078 -- 234,079
Long-term debt... 564,483 2i. 16,160 1,818,349
Microwave
relocation
obligation....... -- -- 2,365
Other long term
liabilities...... 38,891 2r.(iv) 1,074,479 1,223,740
----------- ------------ -----------
Total
liabilities..... 668,452 1,090,639 3,278,533
----------- ------------ -----------
Mandatorily
redeemable
preferred stock,
net.............. 101,853 2r.(v) (438) 372,387
----------- ------------ -----------
Stockholders'
equity (deficit)
Preferred stock.. 46,374 2r.(vi) 670,176 716,699
Common stock, net
of subscriptions
receivable....... 720,634 2r.(vii) 3,246,896 4,772,038
Deferred
compensation..... -- 2n. (45,000) (87,189)
Accumulated
deficit.......... (427,439) 1b. 427,439 (47,539)
----------- ------------ -----------
Total
stockholders'
equity
(deficit)....... 339,569 4,299,511 5,354,009
----------- ------------ -----------
Total
liabilities,
mandatorily
redeemable
preferred stock
and
stockholders'
equity
(deficit)....... $1,109,874 $5,389,712 $9,004,929
=========== ============ ===========
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
condensed combined financial statements.

F-90
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the three months ended March 31, 2000
($'s in thousands, except per share data)
(unaudited)

<TABLE>
<CAPTION>
Contribution and Exchange
------------------------------------------
Proforma Other
TeleCorp Offering Subtotal Indus Airadigm Adjustments Transactions Subtotal
----------- --------- -------- ---------- ---------- ----------- ------------ ---------
(Note 1a.) (Note 7) (Note 1c.) (Note 1d.) (Note 3) (Note 5)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Service......... $ 36,937 $ -- $ 36,937 $ -- $ 1,951 3a.(vii) $ (3,177) $ -- 35,711
Roaming......... 11,452 -- 11,452 -- -- 3a.(vii) (1,845) -- 9,607
Equipment....... 7,057 -- 7,057 -- 444 3a.(vii) (953) -- 6,548
----------- --------- -------- -------- -------- -------- ----- ---------
Total revenue... 55,446 -- 55,446 -- 2,395 (5,975) -- 51,866
----------- --------- -------- -------- -------- -------- ----- ---------
Operating
expenses:
Cost of
revenue......... 19,026 -- 19,026 -- 862 3a.(vii) (2,580) -- 17,308
Operations and
development..... 10,966 -- 10,966 693 -- 3a.(vii) (1,884) -- 9,775
Sales and
marketing....... 34,625 -- 34,625 57 210 3a.(vii) (2,337) -- 32,555
General and
administrative.. 27,276 -- 27,276 180 3,315 3a.(vii) (870) -- 29,901
Depreciation and
amortization.... 23,468 -- 23,468 478 2,219 3c.(i) (112) 5c. 20 26,073
----------- --------- -------- -------- -------- -------- ----- ---------
Total operating
expenses........ 115,361 -- 115,361 1,408 6,606 (7,783) 20 115,612
----------- --------- -------- -------- -------- -------- ----- ---------
Operating loss... (59,915) -- (59,915) (1,408) (4,211) 1,808 (20) (63,746)
Other income
(expense):
Interest
expense......... (16,990) (12,278) (29,268) (2,187) (3,359) 3c.(ii) (672) 5c. (67) (35,553)
Interest income
and other....... 2,406 -- 2,406 5 129 -- -- 2,540
----------- --------- -------- -------- -------- -------- ----- ---------
Loss before
income taxes..... (74,499) (12,278) (86,777) (3,590) (7,441) 1,136 (87) (96,759)
Income tax
benefit.......... -- -- -- -- -- -- -- --
----------- --------- -------- -------- -------- -------- ----- ---------
Net loss......... (74,499) (12,278) (86,777) (3,590) (7,441) 1,136 (87) (96,759)
Accretion of
mandatorily
redeemable
preferred stock.. (7,733) -- (7,733) -- -- -- -- (7,733)
----------- --------- -------- -------- -------- -------- ----- ---------
Net loss
attributable to
common
stockholders..... $ (82,232) $ (12,278) $(94,510) $ (3,590) $ (7,441) $ 1,136 $ (87) $(104,492)
=========== ========= ======== ======== ======== ======== ===== =========
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted.......... $ (0.83)
===========
Weighted average
common equity
shares
outstanding--
basic and
diluted.......... 99,556,975
===========
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........
<CAPTION>
Merger
----------------------------- Inter-
Proforma Company
Tritel Adjustments Eliminations Total
------------- ----------- ------------ -------------
(Note 1b.) (Note 2) (Note 4)
<S> <C> <C> <C> <C> <C>
Revenue:
Service......... $ 6,815 $ -- $ -- $ 42,526
Roaming......... 5,901 -- (362) 15,146
Equipment....... 2,783 -- -- 9,331
------------- ----------- ------------ -------------
Total revenue... 15,499 -- (362) 67,003
------------- ----------- ------------ -------------
Operating
expenses:
Cost of
revenue......... 13,703 -- (362) 30,649
Operations and
development..... 20,174 -- -- 29,949
Sales and
marketing....... 21,883 -- -- 54,438
General and
administrative.. 97,899 2n. 5,625 -- 133,425
Depreciation and
amortization.... 10,551 2q. 59,448 -- 96,072
------------- ----------- ------------ -------------
Total operating
expenses........ 164,210 65,073 (362) 344,533
------------- ----------- ------------ -------------
Operating loss... (148,711) (65,073) -- (277,530)
Other income
(expense):
Interest
expense......... (14,360) 2i. 258 -- (49,655)
Interest income
and other....... 8,669 -- -- 11,209
------------- ----------- ------------ -------------
Loss before
income taxes..... (154,402) (64,815) -- (315,976)
Income tax
benefit.......... 506 -- -- 506
------------- ----------- ------------ -------------
Net loss......... (153,896) (64,815) -- (315,470)
Accretion of
mandatorily
redeemable
preferred stock.. (2,267) -- -- (10,000)
------------- ----------- ------------ -------------
Net loss
attributable to
common
stockholders..... $ (156,163) $ (64,815) $ -- $ (325,470)
============= =========== ============ =============
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted.......... $ (1.32)
=============
Weighted average
common equity
shares
outstanding--
basic and
diluted.......... 118,135,081
=============
Pro forma net
loss attributable
to common equity
per share--basic
and diluted...... Note 6 $ (1.70)
=============
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted.......... Note 6 191,403,589
=============
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
condensed combined financial statements.

F-91
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
($'s in thousands, except per share data)
(unaudited)

<TABLE>
<CAPTION>
Contribution and Exchange
------------------------------------------
Proforma Other
TeleCorp Offering Subtotal Indus Airadigm Adjustments Transactions Subtotal
----------- -------- --------- ---------- ---------- ----------- ------------ ---------
(Note 1a.) (Note 7) (Note 1c.) (Note 1d.) (Note 3) (Note 5)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Service......... $ 41,319 $ -- $ 41,319 $ 339 $ 6,000 3a.(vii) $ (2,978) $ -- $ 44,680
Roaming......... 29,010 -- 29,010 -- -- 3a.(vii) (5,887) -- 23,123
Equipment....... 17,353 -- 17,353 108 1,701 3a.(vii) (1,749) -- 17,413
----------- -------- --------- -------- -------- -------- ------ ---------
Total revenue... 87,682 -- 87,682 447 7,701 (10,614) -- 85,216
----------- -------- --------- -------- -------- -------- ------ ---------
Operating
expenses:
Cost of
revenue......... 39,259 -- 39,259 905 5,073 3a.(vii) (3,855) -- 41,382
Operations and
development..... 35,979 -- 35,979 -- -- 3a.(vii) (7,573) -- 28,406
Sales and
marketing....... 71,180 -- 71,180 7,569 1,556 3a.(vii) (5,581) -- 74,724
General and
administrative.. 92,585 -- 92,585 -- 11,909 3a.(vii) (1,905) -- 102,589
Depreciation and
amortization.... 55,110 -- 55,110 4,061 10,253 3b.(i) 4,301 5c. 62 73,787
Restructuring
charges......... -- -- -- 32,000 -- -- -- 32,000
----------- -------- --------- -------- -------- -------- ------ ---------
Total operating
expenses........ 294,113 -- 294,113 44,535 28,791 (14,613) 62 352,888
----------- -------- --------- -------- -------- -------- ------ ---------
Operating loss... (206,431) -- (206,431) (44,088) (21,090) 3,999 (62) (267,672)
Other income
(expense):
Interest
expense......... (51,313) (49,113) (100,426) (5,944) (12,583) 3b.(ii) (2,668) 5c. (255) (121,876)
Interest income
and other....... 6,748 -- 6,748 109 666 -- -- 7,523
----------- -------- --------- -------- -------- -------- ------ ---------
Loss before
income taxes..... (250,996) (49,113) (300,109) (49,923) (33,007) 1,331 (317) (382,025)
Income tax
benefit.......... -- -- -- 533 -- -- -- 533
----------- -------- --------- -------- -------- -------- ------ ---------
Net loss......... (250,996) (49,113) (300,109) (49,390) (33,007) 1,331 (317) (381,492)
Accretion of
mandatorily
redeemable
preferred stock.. (24,124) -- (24,124) -- -- -- -- (24,124)
----------- -------- --------- -------- -------- -------- ------ ---------
Net loss
attributable to
common
stockholders..... $ (275,120) $(49,113) $(324,233) $(49,390) $(33,007) $ 1,331 $ (317) $(405,616)
=========== ======== ========= ======== ======== ======== ====== =========
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted.......... $ (3.58)
===========
Weighted average
common equity
shares
outstanding--
basic and
diluted.......... 76,895,391
===========
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........
<CAPTION>
Merger
--------------------------- Inter-
Proforma Company
Tritel Adjustments Eliminations Total
----------- ----------- ------------ -------------
(Note 1b.) (Note 2) (Note 4)
<S> <C> <C> <C> <C> <C>
Revenue:
Service......... $ 1,186 $ -- $ -- $ 45,866
Roaming......... 3,421 -- (2,000) 24,544
Equipment....... 2,152 -- -- 19,565
----------- ----------- ------------ -------------
Total revenue... 6,759 -- (2,000) 89,975
----------- ----------- ------------ -------------
Operating
expenses:
Cost of
revenue......... 6,966 -- (2,000) 46,348
Operations and
development..... 29,113 -- -- 57,519
Sales and
marketing....... 32,790 -- -- 107,514
General and
administrative.. 190,539 2n. 22,500 -- 315,628
Depreciation and
amortization.... 12,839 2p. 164,862 -- 251,488
Restructuring
charges......... -- -- -- 32,000
----------- ----------- ------------ -------------
Total operating
expenses........ 272,247 187,362 (2,000) 810,497
----------- ----------- ------------ -------------
Operating loss... (265,488) (187,362) -- (720,522)
Other income
(expense):
Interest
expense......... (27,200) 2i. 712 -- (148,364)
Interest income
and other....... 16,791 -- -- 24,314
----------- ----------- ------------ -------------
Loss before
income taxes..... (275,897) (186,650) -- (844,572)
Income tax
benefit.......... 28,443 -- -- 28,976
----------- ----------- ------------ -------------
Net loss......... (247,454) (186,650) -- (815,596)
Accretion of
mandatorily
redeemable
preferred stock.. (8,918) -- -- (33,042)
----------- ----------- ------------ -------------
Net loss
attributable to
common
stockholders..... $ (256,372) $(186,650) $ -- $ (848,638)
=========== =========== ============ =============
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted.......... $ (33.25)
===========
Weighted average
common equity
shares
outstanding--
basic and
diluted.......... 7,710,649
===========
Pro forma net
loss attributable
to common equity
per share--basic
and diluted...... Note 6 $ (5.03)
=============
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted.......... Note 6 168,742,005
=============
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
condensed combined financial statements.

F-92
<PAGE>

TELECORP PCS. INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

($'s in thousands, except per share data)

1. HISTORICAL FINANCIAL INFORMATION

1a. Represents the historical consolidated balance sheet and consolidated
statement of operations of TeleCorp.

1b. Represents the historical consolidated balance sheet and consolidated
statement of operations of Tritel adjusted for certain reclassifications that
have been made to conform to TeleCorp's financial statement presentation.
These reclassifications do not materially impact Tritel's results of
operations or financial position.

1c. Represents the historical balance sheet and statement of operations of
Indus adjusted for certain reclassifications that have been made to conform to
TeleCorp's financial statement presentation. These reclassifications do not
materially impact Indus' results of operations or financial position.

1d. Represents the historical balance sheet and statement of operations of
Airadigm adjusted for certain reclassifications that have been made to conform
to TeleCorp's financial statement presentation. These reclassifications do not
materially impact Airadigm's results of operations or financial position.

2. MERGER

On February 28, 2000, TeleCorp agreed to merge with Tritel through a merger
of each of TeleCorp and Tritel into a newly formed subsidiary of TeleCorp-
Tritel Holding Company "Holding Company". The merger will result in the
exchange of 100% of the outstanding common and preferred stock of TeleCorp and
Tritel for common and preferred stock of Holding Company. The new entity will
be controlled by TeleCorp's voting preference common stockholders, and
TeleCorp and Tritel will become subsidiaries of Holding Company.

The Merger will be accounted for using the purchase method of accounting.
The purchase price for Tritel will be determined based on the fair value of
the shares issued to the former shareholders of Tritel plus cash, the fair
value associated with the conversion of outstanding Tritel stock options,
liabilities assumed, and merger related costs. The fair value of the shares
issued will be determined based on the market price of TeleCorp's Class A
common stock, which is publicly traded, and, for those shares that do not have
a readily available market price, through valuation by an investment banking
firm. The purchase price for this transaction will be allocated to the assets
acquired based on their estimated fair values as determined by a valuation
services company. The excess of the purchase price over the assets acquired
will be recorded as goodwill and amortized over 20 years.

The proposed merger has been unanimously approved by TeleCorp's and
Tritel's board of directors, with three of TeleCorp's directors abstaining. In
addition, shareholders with greater than 50% of the voting power of each
company have agreed to vote in favor of the merger. The Merger is subject to
regulatory approval and other conditions and is expected to close in the last
quarter of 2000.

The unaudited pro forma condensed combined balance sheet and unaudited pro
forma condensed combined statements of operations have been adjusted for the
Merger which includes Holding Company's acquisition of Tritel in exchange for
stock in Holding Company. The Merger will result in an allocation of the
purchase price to the tangible and intangible assets and liabilities of
Tritel. Such allocation reflects the estimated fair value of the assets and
liabilities acquired by Holding Company

F-93
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

based upon information available at the date of the preparation of the
accompanying unaudited pro forma condensed combined financial statements. Such
allocations will be adjusted upon the final determination of such fair values.
Management is not aware of any circumstance that would cause the final
purchase price allocation to be significantly different from that which is
reflected in the accompanying pro forma condensed combined balance sheet.
However, actual valuations and allocation may differ from those reflected
herein. The aggregate purchase price was calculated as follows:

<TABLE>
<S> <C>
Tritel common shares outstanding -- Note 2a...................... 107,005,121
Tritel common stock exchange ratio per share -- Note 2b.......... 0.76
Equivalent Holding Company trading common shares................. 81,323,891
Tritel conversion price -- Note 2c............................... $ 47.84
------------
Subtotal (1)..................................................... $ 3,890,535
------------
Tritel non-trading common shares outstanding -- Note 2d.......... 63,432
Tritel common stock exchange ratio per share -- Note 2b.......... 0.76
Equivalent Holding Company non-trading common shares............. 48,208
Tritel conversion price -- Note 2f............................... $ 31.10
------------
Subtotal (2)..................................................... $ 1,499
------------
Tritel Series A convertible preferred stock outstanding.......... 90,668
Tritel Series A convertible preferred stock exchange ratio per
share -- Note 2e................................................ 1.00
Equivalent Holding Company convertible preferred shares.......... 90,668
Tritel conversion price -- Note 2f............................... $ 1,118.53
------------
Subtotal (3)..................................................... $ 101,415
------------
Tritel Series D preferred stock -- Note 2g. (4).................. $ 716,550
------------
Fair value of Tritel shares exchanged for Holding Company shares
(items (1) through (4))......................................... $ 4,709,999
Cash consideration -- Note 2h.(i)................................ 10,000
Fair value of liabilities of Tritel at March 31, 2000 -- Note
2i.............................................................. 684,612
Option conversion costs -- Note 2j............................... 75,496
Put right -- Note 2h.(ii)........................................ 10,000
Merger related costs -- Note 2k.................................. 28,000
Assumed deferred tax liability -- Note 2l........................ 1,064,479
------------
Total consideration.............................................. $ 6,582,586
Less: Fair value of assets acquired:
Fair value of tangible assets of Tritel -- Note 2m........... $ 848,690
Fair value of PCS licenses -- Note 2m........................ 2,942,200
Fair value of AT&T operating agreements -- Note 2m........... 409,200
Fair value of other intangibles -- Note 2m................... 73,600
Deferred compensation -- Note 2n............................. 45,000
------------
Goodwill -- Note 2o.......................................... $ 2,263,896
============
</TABLE>

F-94
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

2a. Tritel common shares outstanding used for purposes of this pro forma
presentation are as of February 28, 2000, the date of the announcement. The
common shares outstanding of Tritel for purposes of this pro forma include all
shares that will be converted into Holding Company trading Class A common
shares as follows:

<TABLE>
<S> <C>
Tritel Class A voting common stock............................... 97,798,181
Tritel Class B non voting common stock........................... 2,927,120
Tritel Class C voting/non voting common stock (i)................ 1,366,644
Tritel Class D voting/non voting common stock (ii)............... 4,913,176
-----------
Total Tritel common shares outstanding........................... 107,005,121
===========
</TABLE>

(i) The terms of the Merger agreement provide that all of the outstanding
shares of Tritel Class C common stock will be converted into Holding
Company Class A common stock and Holding Company Class E common stock
at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076, respectively. Note
that only the Tritel Class C common shares converted to Holding
Company Class A common stock are included in this chart as they are
considered Holding Company trading common shares. The Tritel Class C
common stock converted into Holding Company Class E common stock are
included in the chart below (2d.) as Holding Company non-trading
common stock.

(ii) The terms of the Merger agreement provide that all of the outstanding
shares of Tritel Class D common stock will be converted into Holding
Company Class A common stock and Holding Company Class F common stock
at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076, respectively. Note
that only the Tritel Class D common shares converted to Holding
Company Class A common stock are included in this chart as they are
considered Holding Company non-trading common shares. The Tritel
Class D common stock converted into Holding Company Class F common
stock are included in the chart below (2d.) as Holding Company non-
trading common stock.

2b. The terms of the Merger agreement provide that the Tritel exchange ratio
for shares of Holding Company common stock shall be 1.00 to 0.76.

2c. The conversion price is based on TeleCorp's Class A public trading
securities two days before, the day of and two days after the date of the
announcement.

2d. Tritel non-trading common shares outstanding used for purposes of this
pro forma presentation are as of February 28, 2000, the date of the
announcement. The non-trading common shares outstanding of Tritel for purposes
of this pro forma presentation include all shares that will be converted into
Holding Company non-trading common shares and consist of the following:

<TABLE>
<S> <C>
Tritel Class C voting/nonvoting common stock (i)...................... 13,804
Tritel Class D voting/nonvoting common stock (ii)..................... 49,628
------
Total Tritel non-trading common stock outstanding..................... 63,432
======
</TABLE>

(i) The terms of the Merger agreement provide that all of the outstanding
shares of Tritel Class C common stock will be converted into Holding
Company Class A common stock and Holding

F-95
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

Company Class E common stock at a ratio of 1.00 to 0.7524 and 1.00 to
0.0076, respectively. Note that only the Tritel Class C common shares
converted to Holding Company Class E common stock are included in this
chart as they are considered Holding Company non-trading common shares.

(ii) The terms of the Merger agreement provide that all of the
outstanding shares of Tritel Class D common stock will be converted
into Holding Company Class A common stock and Holding Company Class F
common stock at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076,
respectively. Tritel Class D common shares converted to Holding
Company Class F common stock are included in this chart as they are
considered Holding Company non-trading common shares.

2e. The terms of the Merger provide that all of the outstanding Series A
convertible preferred shares of Tritel will be converted into Series B
convertible preferred shares of Holding Company at the exchange rate of 1.00
to 1.00.

2f. The conversion price is based on an independent valuation performed by an
investment banker.

2g. The terms of the agreement provide that all of the outstanding Series D
preferred shares of Tritel will be converted into Series G preferred shares of
Holding Company at the exchange ratio of 1.00 to 0.76. Based on the Holding
Company stockholders agreement, each share of Series G preferred stock can be
immediately converted into 14,971,876 shares of Holding Company Class A common
stock and 9,494 shares of Holding Company Class F common stock. For purposes
of this pro forma presentation the Tritel Series D preferred stock has been
valued based on the number of Holding Company Class A common shares and
Holding Company Class F common shares into which the shares will be ultimately
converted.

<TABLE>
<CAPTION>
Holding Company Holding Company Total value of
Tritel Series D preferred Class A trading Class F non-trading Tritel Series D
stock common stock common stock preferred stock
------------------------- --------------- ------------------- ---------------
<S> <C> <C> <C>
46,374 shares:
Pro forma shares
converted................ 14,971,876 9,494
Tritel conversion price
(note 2c and note 2f).... $ 47.84 $ 31.10
---------- -------
$ 716,255 $ 295 $ 716,550
========== ======= =========
</TABLE>

2h. Tritel voting preference common stock

(i) The terms of the Merger provide that all of the outstanding shares of
Tritel voting preference common stock owned by E. B. Martin, Jr. shall
be converted into and become exchangeable for an aggregate amount of
$10,000 in cash.

(ii) The terms of the Merger provide that all of the outstanding shares of
Tritel voting preference common stock owned by William M. Mounger, II
shall be converted to 3 shares of Holding Company voting preference
common stock. Furthermore, Mr. Mounger received a put right (the "Put
Right") to sell his 3 shares of Holding Company voting preference
common stock for $10,000 at any time after the first anniversary of
the closing of the Merger.

2i. Represents the fair value of Tritel debt, increasing Tritel's historic
balance by $16,160 using TeleCorp's incremental borrowing rate of 11.1% at
February 28, 2000, the date of the announcement. A reduction of interest
expense of $712 was recorded as an adjustment to the unaudited pro forma

F-96
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

condensed combined statement of operations for the year ended December 31,
1999 to reflect the interest expense related to the incremental debt as if the
Merger had occurred on January 1, 1999. A reduction of interest expense of
$258 was recorded as an adjustment to the unaudited pro forma condensed
combined statement of operations for the three months ended March 31, 2000 to
reflect the interest expense related to the incremental debt as if the Merger
had occurred on January 1, 1999.

2j. Represents the fair value, based on a Black-Scholes valuation, associated
with the conversion of outstanding Tritel stock options to equivalent stock
options of Holding Company at the time of the agreement based on the number of
Tritel stock options outstanding and the closing market price of TeleCorp as
of February 28, 2000, the date of the announcement. At the closing of the
Merger, each outstanding and unexercised option to purchase shares of Tritel's
common stock will be converted into an option to purchase shares of Holding
Company common stock. The estimated fair value of these options has been
recorded as additional purchase price.

2k. Anticipated costs of the transactions to Holding Company have been
included as additional purchase price and are:

<TABLE>
<S> <C>
Investment banking fees............................................. $18,000
Legal, accounting and printing fees................................. $ 8,000
Other costs......................................................... $ 2,000
-------
Total transaction cost.............................................. $28,000
=======
</TABLE>

2l. A deferred tax liability has been recorded for the differences between the
estimated fair value and tax bases of the Tritel assets acquired and
liabilities assumed. The Merger is being accounted for using the purchase
method while for tax purposes, the merger is a tax free business combination.
The effective tax rate reflects TeleCorp's composite federal and state income
tax rate (net of federal tax benefit). The deferred tax liability has been
calculated as follows:

<TABLE>
<CAPTION>
Tax Temporary
Fair value Basis Difference
---------- -------- ----------
<S> <C> <C> <C>
Property and equipment................. $ 292,215 $289,107 $ 3,108
PCS licenses........................... 2,942,200 91,307 2,850,893
Identifiable intangible assets......... 482,800 28,941 453,859
Long-term debt......................... (580,643) (547,500) (33,143)
Deferred compensation.................. 45,000 -- 45,000
Net operating losses................... -- 113,831 (113,831)
---------- -------- ----------
Total.................................. $3,181,572 $(24,314) $3,205,886
========== ========
Effective tax rate..................... 38%
----------
Net deferred tax liability............. $1,218,237
Tritel historical net deferred tax
liability............................. (25,199)
Reversal of TeleCorp historical
valuation allowance................... (128,559)
----------
Net deferred tax liability related to
merger................................ $1,064,479
==========
</TABLE>

F-97
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

2m. The fair value (based on an independent valuation performed by a valuation
services company) of Tritel's PCS licenses, AT&T operating agreements and
other intangible and tangible assets received by Holding Company as part of
the Merger are as follows:

<TABLE>
<S> <C>
PCS licenses..................................................... $2,942,200
AT&T operating agreements........................................ 409,200
Other assets..................................................... 848,690
Subscriber list.................................................. 73,600
----------
Total fair value of assets acquired by Holding Company........... $4,273,690
==========
</TABLE>

PCS licenses being acquired have an estimated fair value of $2,942,200. As
Tritel did not commence service in its BTAs until September 1999, a pro forma
adjustment has been made to the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1999 to record four
months of amortization expense totaling $22,835 on these licenses. A pro forma
adjustment has been made to the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 to record
three months of amortization expense totaling $17,119 on these licenses.

AT&T operating agreements (Network Membership License, Exclusivity, and
Roaming) being acquired have an estimated fair value of $409,200. The summary
of the characteristics of the AT&T operating agreements historically held by
Tritel and obtained by Holding Company is included in Note 4a. The
amortization of the Network Membership License Agreement will occur over its
term of five years. A pro forma adjustment of $15,400 is included as
amortization expense in the unaudited pro forma condensed combined statement
of operations for the year ended December 31, 1999 to reflect the effect of
the Merger as if it had occurred on January 1, 1999. A pro forma adjustment of
$3,850 is included as amortization expense in the unaudited pro forma
condensed combined statement of operations for the three months ended March
31, 2000 to reflect the effect of the Merger as if it had occurred on January
1, 1999. The amortization of the Exclusivity and Roaming Agreements will
commence once PCS service is provided in the related BTAs. As Tritel did not
commence service in these BTAs until September 1999, amortization expense has
been recorded on the Exclusivity and Roaming agreements in the unaudited pro
forma condensed combined statement of operations for the year ended December
31, 1999 for four months totaling $7,440. Amortization expense has been
recorded on the Exclusivity and Roaming agreements in the unaudited pro forma
condensed combined statement of operations for the three months ended March
31, 2000 for three months totaling $5,580.

Subscriber list held by Tritel has an estimated fair value of $73,600. The
subscriber list has an estimated life of four years. As Tritel did not
commence service in its BTAs until September 1999, amortization expense has
been recorded on the subscriber list in the unaudited pro forma condensed
combined statement of operations for the year ended December 31, 1999 for four
months totaling $6,133. Amortization expense has been recorded on the
subscriber list in the unaudited pro forma condensed combined statement of
operations for the three months ended March 31, 2000 for three months totaling
$4,600.

2n. Represents unvested restricted stock awards granted by Holding Company in
exchange for restricted stock awards held by certain employees of Tritel which
have been included in the purchase price. However, since service is required
subsequent to the consummation date of the merger in order to vest the
replacement restricted stock awards, $45,000 of the intrinsic value of the
unvested awards

F-98
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

has been allocated to deferred compensation to be recognized over a two year
period. For the year ended December 31, 1999 and the three months ended March
31, 2000, $22,500 and $5,625, of compensation has been recorded respectively.

2o. Goodwill

The goodwill associated with the Merger of $2,263,896 is recorded as a pro
forma adjustment to the unaudited pro forma combined condensed balance sheet
as of March 31, 2000. Amortization of goodwill over a twenty year period
results in a pro forma adjustment of $28,299 in the unaudited pro forma
condensed combined statement of operation for the three months ended March 31,
2000 as if the Merger occurred on January 1, 1999. Amortization of the
December 31, 1999 goodwill of $2,261,073 results in a pro forma adjustment of
$113,054 in the unaudited pro forma condensed combined statement of operation
for the year ended December 31, 1999 as if the merger occurred on January 1,
1999.

2p. Summary of Merger adjustments to the unaudited pro forma condensed
combined statement of operations for the year ended December 31, 1999.

The following table sets forth the depreciation and amortization pro forma
adjustment as presented on the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1999 related to the
Merger:

<TABLE>
<S> <C> <C>
Pro forma merger adjustment to amortization expense
Amortization of:
PCS licenses............................................ Note 2m. $ 22,835
Network Membership License agreement.................... Note 2m. 15,400
Exclusivity and Roaming agreements...................... Note 2m. 7,440
Subscriber list......................................... Note 2m. 6,133
Goodwill................................................ Note 2o. 113,054
--------
$164,862
========
</TABLE>

2q. Summary of Merger adjustments to the unaudited pro forma condensed
combined statement of operations for the three months ended March 31, 2000.

The following table sets forth the depreciation and amortization pro forma
adjustment as presented on the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 related to
the Merger:

<TABLE>
<S> <C> <C>
Pro forma merger adjustment to amortization expense:
PCS licenses............................................ Note 2m. $17,119
Network Membership License agreement.................... Note 2m. 3,850
Exclusivity and Roaming agreements...................... Note 2m. 5,580
Subscriber list......................................... Note 2m. 4,600
Goodwill................................................ Note 2o. 28,299
-------
$59,448
=======
</TABLE>

2r. Summary of Merger adjustments to the unaudited pro forma condensed
combined balance sheet at March 31, 2000.

F-99
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

The following tables set forth the summary of pro forma adjustments as
presented on the unaudited pro forma condensed combined balance sheet at March
31, 2000 related to the Merger:

(i) Cash

<TABLE>
<S> <C> <C>
Pro forma Merger adjustment to cash
Cash consideration........................ Note 2h.(i) $ (10,000)
Transaction related costs................. Note 2k. (28,000)
----------
$ (38,000)
==========

(ii) PCS licenses

Pro forma Merger adjustment to PCS licenses
Fair value................................ Note 2m. $2,942,200
Historic cost of Tritel................... Note 1b. (203,107)
----------
$2,739,093
==========

(iii) Intangible assets

Pro forma Merger adjustment to intangible
assets
Fair value -- AT&T operating agreements... Note 2m. $ 409,200
Subscriber list........................... Note 2m. 73,600
Historic cost of Tritel................... Note 1b. (58,077)
----------
$ 424,723
==========

(iv) Other long term payables

Pro forma Merger adjustment to other long
term payables
Deferred tax liability.................... Note 2l. $1,064,479
William M. Mounger II put right........... Note 2h.(ii) 10,000
----------
$1,074,479
==========

(v) Redeemable preferred stock

Pro forma Merger adjustment to redeemable
preferred stock
Fair value -- redeemable preferred stock.. Note 2 subtotal(3) $ 101,415
Historic cost of Tritel................... Note 1b. (101,853)
----------
$ (438)
==========

(vi) Preferred stock

Pro forma Merger adjustment to preferred
stock
Fair value -- preferred stock............. Note 2g. $ 716,550
Historic cost of Tritel................... Note 1b. (46,374)
----------
$ 670,176
==========
</TABLE>

F-100
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

(vii) Common stock

<TABLE>
<S> <C> <C>
Pro forma Merger adjustment to common stock
Fair value -- common stock................ Note 2 subtotal(1) $3,890,535
Fair value -- common stock................ Note 2 subtotal(2) 1,499
Fair value -- option conversion cost...... Note 2j. 75,496
Historic cost of Tritel................... Note 1b. (720,634)
----------
$3,246,896
==========
</TABLE>

3. CONTRIBUTION AND EXCHANGE

In connection with the Merger, AT&T has agreed to contribute certain assets
and rights to Holding Company (the Contribution). The Contribution will result
in Holding Company acquiring various assets in exchange for the consideration
issued as follows:

Holding Company acquires:

. $20,000 cash from AT&T Wireless Services

. The right to acquire all of the common and preferred stock of Indus.

. The right to acquire additional wireless properties and assets from
Airadigm.

. The two year extension and expansion of the AT&T network membership
license agreement to cover all people in Holding Company's markets.

Consideration issued:

. 9,272,740 shares of Class A common stock of Holding Company formed from
the Tritel merger to AT&T Wireless Services.

Separately, AT&T Wireless and TeleCorp entered into an Asset Exchange
Agreement pursuant to which TeleCorp has agreed to exchange certain assets
with AT&T Wireless, among other consideration. TeleCorp is receiving certain
consideration in exchange for assets as follows:

TeleCorp acquires:

. $80,000 in cash from AT&T Wireless less $5,100 and $6,868 paid to
Polycell and ABC Wireless, respectively, on behalf of TeleCorp by AT&T
Wireless.

. AT&T Wireless' 10 MHZ PCS licenses in the areas covering part of the
Wisconsin market, in addition to adjacent licenses and AT&T Wireless
10MHZ licenses in Fort Dodge and Waterloo, Iowa.

. PCS licenses from Polycell.

. PCS licenses from ABC Wireless.

Consideration issued:

. TeleCorp's New England market segment to AT&T Wireless.

Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic coverage of the AT&T operating agreements with Telecorp
to include the new markets, either through amending Telecorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as Telecorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred

F-101
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

by AT&T Wireless Services or AT&T Wireless triggered in the event of a sale of
Holding Company to a third party.

These unaudited pro forma combined condensed financial statements are
presented as if TeleCorp exercised its rights to purchase Indus and Airadigm.
As such, the following incremental consideration will be given by TeleCorp in
exercising the right to purchase Indus and Airadigm:

. $34,688 in cash to the shareholders of Indus.

. An assumption of Indus' debt and other liabilities of $97,174.

. $74,000 in cash to Airadigm.

. An assumption of Airadigm's debt and other liabilities of $65,127.

The Contribution and Exchange from AT&T will be accounted for as an asset
purchase and disposition and recorded at fair value. The purchase price will
be determined based on cash paid, the fair value of the Class A common stock
issued, and the fair value of the assets relinquished. The purchase price will
be proportionately allocated to the noncurrent assets acquired based on their
estimated fair values. A gain is recognized as the difference between the fair
value of the New England assets disposed and their net book value.

For purposes of these unaudited pro forma combined condensed financial
statements, Holding Company exercised its rights to purchase Indus and
Airadigm based on incremental cash paid and liabilities assumed based on their
estimated fair values. These transactions will be accounted for as asset
purchases. The purchase price will be allocated to the assets acquired based
on their estimated fair values.

3a. Cost Basis of Assets Received and Gain on Disposal of New England
Operations

The cost basis of assets received is based on the fair value of the assets
relinquished:

Fair value of Holding Company consideration issued

<TABLE>
<S> <C>
Holding Company Class A common stock given to AT&T (i).......... $ 479,864
Fair value of the TeleCorp New England assets transferred to
AT&T (ii)...................................................... 434,900
Cash paid to Indus (iii)........................................ 34,688
Assumption of Indus' debt and other liabilities (iv)............ 97,174
Cash paid to Airadigm (v)....................................... 74,000
Assumption of Airadigm's debt and other liabilities (vi)........ 65,127
Cash paid to ABC Wireless....................................... 6,868
Cash paid to Polycell........................................... 5,100
Assumption of deferred tax liability............................ 100,690
----------
Total fair value.............................................. $1,298,411
==========
</TABLE>

A gain is recognized as the difference between the fair value of the assets
relinquished related to TeleCorp New England assets transferred to AT&T and
those assets' net book value.

<TABLE>
<S> <C>
Fair value of the New England assets transferred to AT&T (ii).... $434,900
Net book value of the New England assets transferred to AT&T
(vii)........................................................... (76,644)
--------
Gain on disposal of New England assets (viii).................... $358,256
========
</TABLE>

F-102
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

The contribution and the exchange represent the purchase of assets and the
disposition of a business. This transaction is accounted for at fair value for
book purposes. For tax purposes, these transactions are primarily tax-free and
recorded at historical cost. Therefore, this represents an asset purchase
whereby the fair value of acquired assets differs from the tax basis of the
assets resulting in an adjustment to the carrying amount of the acquired
assets and a deferred tax liability of $100,690.

The purchase price will be allocated to the assets acquired based on their
estimated fair values. The following table sets forth the fair values of the
assets received:

<TABLE>
<S> <C>
Fair value of assets Holding Company received
Cash from AT&T.................................................. $ 100,000
Cash from historic financial statements of Indus (Note 1c.)..... 335
Cash from historic financial statements of Airadigm (Note 1d.).. 1,351
Accounts receivable from historic financial statements of
Airadigm (Note 1d.)............................................ 818
PCS licenses from AT&T (ix)..................................... 191,554
AT&T network membership license agreement extension (x)......... 165,000
AT&T operating agreements (xi).................................. 118,400
PCS license from ABC Wireless, at cost (xii).................... 6,868
PCS licenses from Polycell, at cost (xii)....................... 5,100
PCS licenses from Airadigm (xiii)............................... 330,000
PCS licenses from Indus (xiv)................................... 225,200
----------
Total fair value of assets received........................... $1,144,626
==========
</TABLE>

F-103
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

The difference of the fair value of the assets acquired as compared to the
consideration is allocated to increase proportionately the values assigned to
non-current assets in determining their cost basis. The following table sets
forth the difference of fair value of assets received as compared to the cost
and related increase to non-current assets.

<TABLE>
<S> <C>
Total fair value of consideration issued........................ $1,298,411
Total fair value of assets Holding Company received............. 1,144,626
----------
Difference...................................................... $ 153,785
==========

Proportionate allocation increasing the fair value of noncurrent
assets received

PCS licenses from AT&T (ix)..................................... $ 28,595
AT&T network membership license agreement extension (x)......... 24,632
AT&T operating agreements (xi).................................. 17,675
PCS license from ABC Wireless, at cost (xii).................... --
PCS licenses from Polycell, at cost (xii)....................... --
PCS licenses from Airadigm (xiii)............................... 49,264
PCS licenses from Indus (xiv)................................... 33,619
----------
Increase in fair value of non-current assets................ $ 153,785
==========

Basis of assets Holding Company received

Cash (from AT&T and historic basis of Indus and Airadigm)....... $ 101,686
Accounts receivable (historical basis of Airadigm).............. 818
PCS licenses from AT&T (ix)..................................... 220,150
AT&T network membership license agreement extension (x)......... 189,632
AT&T operating agreements (xi).................................. 136,075
PCS license from ABC Wireless, at cost (xii).................... 6,868
PCS licenses from Polycell, at cost (xii)....................... 5,100
PCS license from Airadigm (xiii)................................ 379,263
PCS licenses from Indus (xiv)................................... 258,819
----------
Total basis of assets Holding Company received................ $1,298,411
==========
</TABLE>

The unaudited pro forma condensed combined balance sheet and the unaudited
pro forma condensed combined statements of operations have been adjusted for
the Contribution and Exchange.

(i) Holding Company class A common stock given to AT&T

Holding Company will issue 9,272,740 shares of class A common stock with
a fair value of $479,864 as determined by TeleCorp's class A public trading
securities on March 31, 2000 which were priced at $51.75 per share. As this
is an asset purchase, the fair value of the stock issued will be measured
upon close.

F-104
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

(ii) Fair value of the TeleCorp New England assets transferred to AT&T

Holding Company will issue to AT&T the New England market segment with a
fair value of $434,900 as determined by an independent appraiser. The table
below sets forth the components of the value as appraised:

<TABLE>
<S> <C>
PCS licenses....................................................... $333,800
Property and equipment............................................. 79,000
Subscriber list.................................................... 22,100
--------
$434,900
========
</TABLE>

(iii) Cash paid to Indus

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Indus was exercised. Of the
cash consideration to Indus, $4,000 may be paid as common stock at the
option of Indus. For the purpose of the pro forma combined financial
statements it was assumed this consideration was paid in cash.

(iv) Assumption of Indus' debt and other liabilities

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Indus was exercised. The fair
value of Indus long term debt is $80,129, net of a discount of $8,152 using
TeleCorp's incremental borrowing rate of 11.1% at February 28, 2000. The
fair value of other liabilities assumed by Holding Company from Indus
totaled $17,045. Interest expense of $1,237 and $314 was recorded as an
adjustment to the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1999 and the three months ended
March 31, 2000, respectively, to reflect the amortization of the debt
discount as if the Contribution and Exchange had occurred on January 1,
1999.

(v) Cash paid to Airadigm

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Airadigm was exercised.

(vi) Assumption of Airadigm's debt and other liabilities

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Airadigm was exercised. In
consideration to Airadigm for assets received as part of the Contribution,
Holding Company will pay Airadigm cash and assume long term debt of
$54,842, net a discount of $9,432 and current liabilities with a fair value
of approximately $10,285. Interest expense of $1,431 and $358 was recorded
as an adjustment to the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1999 and the three months ended
March 31, 2000, respectively, to reflect the amortization of the debt
discount as if the Contribution and Exchange had occurred on January 1,
1999.

F-105
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

(vii) Net book value of the New England assets transferred to AT&T

The following table sets forth the historical carrying cost of New
England's assets at March 31, 2000

<TABLE>
<S> <C>
PCS licenses........................................................ $15,848
Property and equipment.............................................. 57,265
AT&T operating agreements........................................... 3,531
-------
$76,644
=======
</TABLE>

Property and equipment

Property and equipment consist of the wireless network, computer equipment,
internal use software, furniture, fixtures, office equipment and leasehold
improvements related to the Holding Company's New England market. The net book
value of the assets recorded in TeleCorp's historical financial statements as
of March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on March 31, 2000. The related depreciation
expense incurred by Telecorp and recorded in TeleCorp's historical financial
statements for the year ended December 31, 1999 and the three months ended
March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on January 1, 1999.

PCS licenses

The four PCS licenses conveyed to AT&T are 20 megahertz (MHz) PCS licenses
in Manchester, NH, Worcester, Rockingham and, Stafford County and Hyannis, MA.
These licenses are currently being amortized over a 40 year life. The net book
value of the licenses recorded in TeleCorp's historical balance sheet as of
March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on March 31, 2000. The related amortization
incurred by TeleCorp was reduced in the statements of operations for the year
ended December 31, 1999 and the three months ended March 31, 2000 to reflect
the disposition as if it had occurred on January 1, 1999.

AT&T operating agreements

In January 1998, TeleCorp entered into a Securities Purchase Agreement with
AT&T Wireless and TWR Cellular, Inc. whereby TeleCorp, in exchange for
securities and cash, received licenses and operating agreements from AT&T. The
total value of the operating agreements was allocated to each of TeleCorp's
regions based on POP's.

In connection with this Exchange, as a pro forma adjustment, we removed the
net book value of each of the agreements from Holding Company's balance sheet
and removed $6,766 and $235 from the Holding Company's statements of
operations for the year ended December 31, 1999 and the three months ended
March 31, 2000, respectively.

Historical results of operations of New England BTAs

Services, roaming, and equipment revenues of $2,978, $5,887 and $1,749,
respectively, for the year ended December 31, 1999 recorded in TeleCorp's
historical financial statements have been eliminated as pro forma adjustments
to reflect the disposition of the BTAs underlying assets as if it had occurred
on January 1, 1999.

F-106
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

Cost of revenue, operations and development expense, selling and marketing,
general and administration expenses, and depreciation and amortization of
$3,855, $7,573, $5,581, $1,905 and $6,766 respectively, for the year ended
December 31, 1999 recorded in TeleCorp's historical financial statements have
been eliminated as pro forma adjustments to reflect the disposition of the
BTAs underlying assets as if it had occurred on January 1, 1999.

Services, roaming, and equipment revenues of $3,177, $1,845 and $953,
respectively, for the three months ended March 31, 2000 recorded in TeleCorp's
historical financial statements have been eliminated as pro forma adjustments
to reflect the disposition of the BTAs underlying assets as if it had occurred
on January 1, 1999.

Cost of revenue, operations and development expense, selling and marketing,
general and administration expenses, and depreciation and amortization of
$2,580, $1,884, $2,337, $870 and $2,991 respectively, for the three months
ended March 31, 2000 recorded in TeleCorp's historical financial statements
have been eliminated as pro forma adjustments to reflect the disposition of
the BTAs underlying assets as if it had occurred on January 1, 1999.

(viii) Gain on disposal of New England operations

The gain on the disposal of New England assets of $358,256 is presented
in the unaudited pro forma condensed combined balance sheet as if the
transaction had occurred on March 31, 2000. The gain is not included in the
unaudited pro forma condensed combined statement of operations for the year
ended December 31, 1999 or the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 as if the
transaction had occurred on January 1, 1999 due to its non-recurring
nature.

(ix) PCS licenses from AT&T

Holding Company acquired PCS licenses from AT&T; 14 D-Block 10 MHz and
one E-Block 10 MHz located in Wisconsin, Michigan and Iowa that have a
total fair value of $191,554. As part of the proportionate increase in the
fair value due to the difference of consideration given, PCS licenses from
AT&T were increased $28,595. The cost basis of the PCS licenses from AT&T
are recorded in the unaudited pro forma condensed combined balance sheet at
$220,150.

As Holding Company is not planning to commence service in these BTAs
within the twelve months following the February 28, 2000 announcement,
amortization expenses has not been recorded on these licenses in either of
the unaudited pro forma condensed combined statements of operations.

(x) AT&T network membership license agreement extension

Holding Company acquired a two year extension of its network membership
license agreement with AT&T (discussed elsewhere in this offering
memorandum) with a fair value of $165,000. As part of the proportionate
increase in the fair value due to the difference of consideration given the
AT&T network membership license extension was increased $24,632. The cost
basis of the AT&T network membership license extension agreement are
recorded in the unaudited pro forma condensed combined balance sheet at
$189,632.

F-107
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

Holding Company will begin amortization of the extension of the network
membership license agreement upon expiration of its existing network
membership license agreement over its extension term of two years. As the
current network membership license agreement will not expire within one
year of the February 28, 2000 announcement, no pro forma amortization
expense was included in the unaudited pro forma condensed combined
statements of operations for the year ended December 31, 1999 or the three
months ended March 31, 2000 to reflect the effect of the Contribution and
Exchange as if it had occurred on January 1, 1999.

(xi) AT&T operating agreements

Holding Company acquired operating agreements with AT&T (discussed
elsewhere in this prospectus) with a fair value $118,400. These operating
agreements are the same agreements held by Holding Company for TeleCorp and
Tritel extended to include the BTAs associated with the PCS licenses of
Airadigm, Indus, Polycell, ABC Wireless and the licenses obtained from
AT&T. As part of the proportionate increase in the fair value due to the
difference of consideration given the AT&T operating agreements were
increased $17,675. The cost basis of the AT&T operating agreements are
recorded in the unaudited pro forma condensed combined balance sheet at
$136,075.

The cost basis of these agreements are as follows:

<TABLE>
<S> <C>
Network membership license......................................... $ 57,579
Exclusivity........................................................ 40,455
Roaming............................................................ 38,041
--------
$136,075
========
</TABLE>

Holding Company's accounting policy will be to begin amortization of the
network membership license agreement upon close of the transaction over the
remainder of its term of five years. A pro forma adjustment of $11,067 and
$2,879 is included as amortization expense in the unaudited pro forma
condensed combined statements of operations for the year ended December 31,
1999 and the three months ended March 31, 2000, respectively to reflect the
effect of the transactions as if they had occurred on January 1, 1999.

Holding Company will commence amortization of the Exclusivity and
Roaming Agreements once PCS service is provided in the related BTAs. As
Holding Company is not projecting to commence service in theses BTAs within
the twelve months after the February 28, 2000 announcement, no amortization
expense has been recorded on these agreements in either of the unaudited
pro forma condensed combined statements of operations.

(xii) PCS licenses from ABC Wireless and Polycell

Holding Company obtained PCS licenses from ABC Wireless, a related party
controlled by shareholders who also control TeleCorp. Holding Company paid
ABC Wireless cash of $6,868 for these licenses (paid by AT&T on behalf of
Holding Company). Holding Company obtained PCS licenses from Polycell
through rights obtained by ABC Wireless, a related party controlled by
shareholders who also control TeleCorp. Holding Company paid Polycell cash
of $5,100 for these licenses (paid by AT&T on behalf of Holding Company).
The amounts paid on behalf of Holding Company by AT&T reduce the cash
consideration received by Holding Company from AT&T.

F-108
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

The licenses obtained from ABC Wireless were recorded on the unaudited
pro forma condensed combined balance sheet at the historic cost of ABC
Wireless which also equaled the cash consideration of $6,868. Furthermore,
the licenses obtained from Polycell were recorded on the unaudited pro
forma condensed combined balance sheet at a value equal to the cash
consideration paid of $5,100. As these licenses are recorded at cost, they
were not increased by the difference of fair value of consideration given.

As Holding Company is not projecting to commence service in these BTAs
within the twelve months following the February 28, 2000 announcement, no
amortization expense has been recorded on these licenses in either of the
unaudited pro forma condensed combined statements of operations.

(xiii) PCS licenses from Airadigm

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Airadigm was exercised.

Holding Company acquired PCS licenses from Airadigm that have a total
fair value of $330,000. As part of the proportionate increase in the fair
value due to the difference of consideration given, PCS licenses from
Airadigm were increased $49,264. The cost basis of the PCS licenses from
Airadigm are recorded in the unaudited pro forma condensed combined balance
sheet at $379,263.

As Holding Company is not planning to commence service in these BTAs
within the twelve months following the February 28, 2000 announcement,
amortization expense has not been recorded on these licenses in the
unaudited pro forma condensed combined statement of operations.

(xiv) PCS licenses from Indus

For the purposes of the unaudited pro forma condensed combined financial
statements, we assume the right to purchase Indus was exercised.

Holding Company acquired PCS licenses from Indus that have a total fair
value of $225,200. As part of the proportionate increase in the fair value
due to the difference of consideration given, PCS licenses from Indus were
increased $33,619. The cost basis of the PCS licenses from Indus are
recorded in the unaudited pro forma condensed combined balance sheet at
$258,819.

As Holding Company is not planning to commence service in these BTAs
within the twelve months following the February 28, 2000 announcement,
amortization expense has not been recorded on these licenses in either of
the unaudited pro forma condensed combined statements of operations.

3b. Summary of Contribution and Exchange adjustments to the unaudited pro
forma condensed combined statements of operations for the year ended December
31, 1999.

The following table sets forth the summary of the (i) depreciation and
amortization and (ii) interest expense pro forma adjustments as presented
on the unaudited pro forma condensed combined statement of operations for
the year ended December 31, 1999 related to the Contribution and Exchange.

F-109
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

<TABLE>
<S> <C> <C>
(i) Depreciation and amortization

Pro forma adjustment to amortization of:
New England historical results..................... Note 3a.(vii) $(6,766)
Operating agreements............................... Note 3a.(xi) 11,067
-------
$ 4,301
=======
(ii) Interest expense

Pro forma adjustment to interest expense
Incremental interest related to Indus debt....... Note 3a.(iv) $1,237
Incremental interest related to Airadigm debt.... Note 3a.(vi) 1,431
------
$2,668
======

3c. Summary of Contribution and Exchange adjustments to the unaudited pro forma
condensed combined statement of operations for the three months ended March 31,
2000.

The following table sets forth the summary of the (i) depreciation and
amortization and (ii) interest expense pro forma adjustments as presented
on the unaudited pro forma condensed combined statement of operations for
the three months ended March 31, 2000 related to the Contribution and
Exchange.

(i) Depreciation and amortization

Pro forma adjustment to amortization of:
New England historical results................... Note 3a.(vii) $(2,991)
Operating agreements............................. Note 3a.(xi) 2,879
-------
$ (112)
=======
(ii) Interest expense

Pro forma adjustment to interest expense
Incremental interest related to Indus debt....... Note 3a.(iv) $314
Incremental interest related to Airadigm debt.... Note 3a.(vi) 358
----
$672
====
</TABLE>

F-110
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

3d. Summary of Contribution and Exchange adjustments to the unaudited pro forma
condensed combined balance sheet.

The following tables set forth the summary of pro forma adjustments as
presented on the unaudited Pro forma condensed combined balance sheet
related to the Contribution and Exchange.

<TABLE>
<S> <C> <C>
(i) Cash

Pro forma adjustment to cash
Cash from AT&T................................. Note 3a. $100,000
Cash to ABC Wireless........................... Note 3a.(xii) (6,868)
Cash to Polycell............................... Note 3a.(xii) (5,100)
Cash to Indus.................................. Note 3a.(iii) (34,688)
Cash to Airadigm............................... Note 3a.(v) (74,000)
--------
$(20,656)
========

(ii) Other current assets

Pro forma adjustment to other current assets
Fair value of other current assets received as
consideration................................. $ --
Historic cost of Indus' other current assets... Note 1c. (620)
Historic cost of Airadigm's other current
assets........................................ Note 1d. (1,174)
--------
$ (1,794)
========

(iii) Property and equipment

Pro forma adjustment to property and equipment
Fair value received as consideration........... $ --
Historic cost of New England property and
equipment..................................... Note 3a.(vii) (57,265)
Historic cost of Indus' property and
equipment..................................... Note 1c. (982)
Historic cost of Airadigm's property and
equipment..................................... Note 1d. (40,954)
--------
$(99,201)
========
</TABLE>

F-111
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

(iv) PCS licenses

<TABLE>
<S> <C> <C>
Pro forma adjustment to PCS licenses
Cost basis of New England PCS licenses........ Note 3a.(vii) $(15,848)
Fair value as adjusted of PCS licenses from
AT&T......................................... Note 3a.(ix) 220,150
Fair value as adjusted of PCS licenses from
ABC Wireless................................. Note 3a.(xii) 6,868
Fair value as adjusted of PCS licenses from
Polycell..................................... Note 3a.(xii) 5,100
Fair value as adjusted of PCS licenses
received from Indus.......................... Note 3a.(xiv) 258,819
Historic cost of Indus' PCS licenses.......... Note 1c. (70,333)
Cost basis PCS license received from
Airadigm..................................... Note 3a.(xiii) 379,263
Historic cost of Airadigm's PCS licenses...... Note 1d. (75,379)
--------
$708,640
========

(v) Intangible assets

Pro forma adjustment to intangible assets
AT&T network membership license agreement
extension.................................... Note 3a.(x) $189,632
AT&T operating agreements..................... Note 3a.(xi) 136,075
Historic cost of AT&T operating agreements in
New England.................................. Note 3a.(vii) (3,531)
--------
$322,176
========

(vi) Other assets

Pro forma adjustment to other assets
Fair value of other assets received as
consideration................................ $ --
Historic cost of Indus' other assets.......... Note 1c. (1,222)
Historic cost of Airadigm's other assets...... Note 1d. (2,974)
--------
$ (4,196)
========
(vii) Accounts payable and accrued expenses

Pro forma adjustment to accounts payable and
accrued liabilities
Fair value of Airadigm accounts payable and
accrued liabilities.......................... $ --
Historic cost of Airadigm's accounts payable
and accrued expenses......................... Note 1d. (7,928)
--------
$ (7,928)
========
</TABLE>

F-112
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

<TABLE>
<S> <C> <C>
(viii) Other current liabilities

Pro forma adjustment to other current
liabilities
Fair value of Airadigm's other current
liabilities.................................. $ --
Historic cost of Airadigm's other current
liabilities.................................. Note 1d. (28,561)
---------
$ (28,561)
=========
(ix) Long term debt, current portion

Pro forma adjustment to long term debt, current
portion
Fair value of long term debt, current portion,
assumed from Airadigm........................ Note 3a. (vi) $ 10,285
Historic cost of Airadigm's long term debt,
current portion.............................. Note 1d. (4,448)
---------
$ 5,837
=========

(x) Long term debt

Pro forma adjustment to long term debt
Fair value of Indus' long term debt assumed... Note 3a. (iv) $ 80,129
Historic cost of Indus' long term debt........ Note 1c. (88,281)
Fair value of Airadigm's long term debt
assumed...................................... Note 3a. (vi) 54,842
Historic cost of Airadigm's long term debt.... Note 1d. (157,626)
---------
$(110,936)
=========
(xi) Other long term payables

Pro forma adjustment to other long term payables
Fair value of other long term payables
assumed...................................... $ --
Deferred tax liability........................ Note 3a. 100,690
Historic cost of Airadigm's other long term
payables..................................... Note 1d. (3,023)
---------
$ 97,667
=========
(xii) Preferred stock

Pro forma adjustment to preferred stock
Elimination of historic cost of Indus'
preferred stock.............................. Note 1c. $ (450)
---------
$ (450)
=========
</TABLE>

F-113
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

<TABLE>
<S> <C> <C>
(xiii) Common stock

Pro forma contribution adjustment to common
stock
Fair value of common stock given to AT&T...... Note 3a.(i) $479,864
Elimination of historic cost of Indus' common
stock........................................ Note 1c. (25,426)
Elimination of historic cost of Airadigm's
common stock................................. Note 1d. (10,011)
--------
$444,427
========
(xiv) Accumulated deficit

Gain on disposal of New England operations...... Note 3a.(viii) $358,256
Elimination of historic cost of Indus'
accumulated deficit.......................... Note 1c. 57,710
Elimination of historic cost of Airadigm's
accumulated deficit.......................... Note 1d. 88,947
--------
$504,913
========
</TABLE>

4. INTER-COMPANY ELIMINATIONS

4a. Roaming revenue and cost of revenue of $1,000 and $1,000, respectively
included on the historical consolidated statement of operations of TeleCorp
for the year ended December 31, 1999 relate to amounts earned and expensed by
Tritel during 1999. As such, roaming revenue and cost of revenue of $1,000 and
$1,000 included on the historical consolidated statement of operations for the
year ended December 31, 1999 of Tritel relates to amounts earned and expensed
directly with Telecorp. The pro forma inter-company eliminations adjustment of
revenue and cost of revenue for the year ended December 31, 1999 of $2,000 is
the reduction of such balances as if the transaction occurred on January 1,
1999.

4b. Roaming revenue and cost of revenue of $108 and $254, respectively
included on the historical consolidated statement of operations of TeleCorp
for the three months ended March 31, 2000 of TeleCorp relate to amounts earned
and expensed by Tritel during the three months ended March 31, 2000. As such,
roaming revenue and cost of revenue of $108 and $254 included on the
historical consolidated statement of operations of Tritel for the three months
ended March 31, 2000 relates to amounts earned and expensed directly with
Telecorp. The pro forma inter-company eliminations adjustment of revenue and
cost of revenue for the three months ended March 31, 2000 of $362 is the
reduction of such balances as if the transaction occurred on January 1, 1999.

No payables, receivables or inter-company investments existed between any
of the companies at March 31, 2000. No inter-company eliminations were
necessary for the March 31, 2000 unaudited pro forma condensed combined
balance sheet.

5. OTHER TRANSACTIONS

Included in the unaudited pro forma condensed combined financial statements
are the following transactions of TeleCorp that closed during April 2000: (a)
acquisition of the remaining 15% of Viper Wireless that TeleCorp did not
currently own; (b) acquisition of licenses of TeleCorp LMDS, and (c)
acquisition of licenses from Gulf Telecom.

F-114
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

5a. Viper Wireless

On April 11, 2000, the Company completed its acquisition of the 15% of
Viper Wireless that it did not already own from Mr. Vento and Mr. Sullivan
in exchange for an aggregate of 323,372 shares of TeleCorp's class A common
stock and 800 shares of its series E preferred stock. The Company acquired
85% of Viper Wireless on March 1, 1999 in exchange for $32,286 contributed
by AT&T and certain of the Company's other initial investors for additional
shares of its preferred and common stock. Viper Wireless used the proceeds
to participate in the Federal Communications Commission's reauction of PCS
licenses. Viper Wireless was subsequently granted six PCS licenses in the
reauction.

An unaudited pro forma condensed combined balance sheet adjustment has
been made to include the issuance of 323,372 Holding Company shares of
class A common stock at the $47.125 share price on April 11, 2000 for
$15,239 and $58 of Holding Company Series E preferred stock. This
transaction results in a $15,297 increase in Accumulated Deficit for the
recognition of compensation expense as if this transaction occurred on
December 31, 1999. As the event will be a non-recurring charge to
compensation expense, this information is not included in the unaudited pro
forma condensed combined statements of operations as if the transaction
occurred on January 1, 1999.

5b. TeleCorp LMDS

On April 7, 2000, TeleCorp acquired TeleCorp LMDS, Inc. through an
exchange of all of the outstanding stock of TeleCorp LMDS for 878,400
shares of our class A common stock. TeleCorp LMDS's stockholders are Mr.
Vento, Mr. Sullivan and three of our initial investors. By acquiring
TeleCorp LMDS, we gained local multipoint distribution service licenses
covering 1100 MHz of airwaves in the Little Rock, Arkansas basic trading
area and 150 MHz of airwaves in each of the Beaumont, Texas, New Orleans,
Louisiana, San Juan and Mayaguez, Puerto Rico, and U.S. Virgin Islands
basic trading areas.

An unaudited pro forma condensed combined balance sheet adjustment has
been made to include the issuance of 878,400 Holding Company Class A common
shares at the $52.25 share price on April 7, 2000 for $45,896. As TeleCorp
LMDS is a company under common control with TeleCorp, the licenses are
recorded on the unaudited pro forma combined condensed balance sheet at the
historic cost to TeleCorp LMDS of $2,707. The remaining balance of $43,189
has been accounted for as a distribution to shareholders. The licenses
owned by TeleCorp LMDS are intended to be developed to offer fixed wireless
broadband services. The Company has not yet begun development of a
broadband wireless network. As the service related to the TeleCorp LMDS
licenses is not planned to commence within the twelve months following
April 7, 2000, no pro forma amortization expense was included in the
unaudited pro forma condensed combined statements of operations to reflect
the transaction as if it had occurred on January 1, 1999.

5c. Gulf Telecom, L.L.C.

On April 27, 2000, TeleCorp purchased 15 MHz of additional airwaves in
the Lake Charles, Louisiana basic trading area from Gulf Telecom, L.L.C.
Total consideration approximated $3,133 and consisted of approximately $262
in cash plus the assumption by Holding Company of approximately $2,871 in
Federal Communications Commission debt related to the license.

F-115
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

Additionally, TeleCorp reimbursed Gulf Telecom for all interest it paid to
the Federal Communications Commission on debt related to the license from
June 1998 until the date the transaction is completed. The entire purchase
price will be allocated to licenses and recorded on the unaudited pro forma
condensed combined balance sheet as if the transaction occurred on December
31, 1999. A pro forma adjustment is included on the unaudited pro forma
condensed combined statement of operations for 11 months of amortization
related to the licenses as if the transaction occurred on January 1, 1999.
The Holding Company's accounting policy will be to amortize licenses over
its term commencing at a time when PCS service is provided in the related
BTAs. As TeleCorp began offering PCS services in the related BTA in
February, 1999, the amortization period does not include the entire year of
1999. The amortization expense included as a pro forma adjustment for
licenses is $62 and $20 for the year ended December 31, 2000 and the three
months ended March 31, 2000, respectively. A pro forma adjustment to
interest expense on the unaudited pro forma condensed combined statement of
operations was recorded as $255 and $67 for the year ended December 31,
1999 and the three months ended March 31, 2000, respectively, using
TeleCorp's incremental borrowing rate at February 28, 2000, the date of the
announcement, as if this transaction occurred on January 1, 1999. This
transaction closed on April 27, 2000.

5d. Summary of other transaction adjustments to the unaudited pro forma
condensed combined balance sheet

The following tables set forth the summary of pro forma adjustments as
presented on the unaudited pro forma condensed combined balance sheet
related to these other transactions:

(i) PCS licenses

<TABLE>
<S> <C> <C>
Pro forma other transactions adjustment to PCS licenses
Fair value acquired from TeleCorp LMDS................. Note 5b. $ 2,707
Fair value acquired from Gulf Telecom.................. Note 5c. 3,133
-------
$ 5,840
=======

(ii) Common stock

Pro forma merger adjustment to common stock
Fair value of stock consideration to Viper Wireless.... Note 5a. $15,239
Distribution to shareholders for TeleCorp LMDS......... Note 5b. (43,189)
Fair value of stock consideration to TeleCorp LMDS..... Note 5b. 45,896
-------
$17,946
=======
</TABLE>

6. CALCULATION OF PRO FORMA NET LOSS PER SHARE

For purposes of calculating pro forma net loss per share for the year ended
December 31, 1999, all share issuances and conversions, other than TeleCorp
historical weighted average common shares, have been calculated as if the
Transaction and other pending transactions occurred on January 1, 1999.
Additionally, for pro forma purposes, an assumption was made that all payments
to Indus were satisfied in cash (Note 3a.(iv)).

F-116
<PAGE>

TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS--(continued)

($'s in thousands, except per share data)

<TABLE>
<S> <C> <C>
TeleCorp weighted average common shares......... Note 1a. 76,895,391
Conversion of Tritel common stock to Holding
Company trading common stock................... Note 2 81,323,891
William M. Mounger, II voting preference stock.. Note 2h.(ii) 3
Conversion of Tritel outstanding common stock... Note 2 48,208
Issuance of common stock to AT&T................ Note 3a.(i) 9,272,740
Issuance of common stock for Viper Wireless..... Note 5a. 323,372
Issuance of common stock for TeleCorp LMDS...... Note 5b. 878,400
------------
Total weighted average common shares.......... 168,742,005
------------
Holding Company pro forma net loss.............. $ (848,638)
------------
Basic and diluted net loss per common share..... $ (5.03)
============
</TABLE>

For purposes of calculating pro forma net loss per share for the three
months ended March 31, 2000, all share issuances and conversions, other than
TeleCorp historical weighted average common shares, have been calculated as if
the Transaction and other pending transactions occurred on January 1, 1999.
Additionally, for pro forma purposes, an assumption was made that all payments
to Indus were satisfied in cash (Note 3a.(iv)).

<TABLE>
<S> <C> <C>
TeleCorp weighted average common shares......... Note 1a. 99,556,975
Conversion of Tritel common stock to Holding
Company trading common stock................... Note 2 81,323,891
William M. Mounger, II voting preference stock.. Note 2h.(ii) 3
Conversion of Tritel outstanding common stock... Note 2 48,208
Issuance of common stock to AT&T................ Note 3a.(i) 9,272,740
Issuance of common stock for Viper Wireless..... Note 5a. 323,372
Issuance of common stock for TeleCorp LMDS...... Note 5b. 878,400
------------
Total weighted average common shares.......... 191,403,589
------------
Holding Company pro forma net loss.............. $ (325,470)
------------
Basic and diluted net loss per common share..... $ (1.70)
============
</TABLE>

7. OFFERING

Adjustment to the unaudited condensed combined balance sheet reflects the
receipt of $437,000 of proceeds for the sale of the Subordinated Notes from the
Offering, net of pro forma deferred financing costs of estimated underwriting
discounts and offering expenses of $13,000. Adjustments to interest expense,
inclusive of amortization of pro forma deferred financing costs, of $49,113 and
$12,278 to the unaudited condensed combined statements of operations for the
year ended December 31, 1999 and the three months ended March 31, 2000,
respectively, assume the offering had occurred on January 1, 1999.

F-117
<PAGE>

--------------------------------------------------------------------------------

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any securities in any jurisdiction where it is unlawful. The information in
this prospectus is current as of __________________, 2000.

------------

TABLE OF CONTENTS

Page
----

Summary................................

Risk Factors...........................

Use of Proceeds........................

Capitalization.........................

Selected Historical Financial Data.....

Management's Discussion and Analysis
of Financial Condition and Results of
Operations.............................

The Wireless Communications Industry...

Business...............................

Management.............................

Securities Ownership of Certain
Beneficial Owners and Management.......

Certain Relationships and Related
Transactions...........................

The Pending Merger and Related
Transactions...........................

Recent Developments....................

Description of Other Indebtedness......

Description of the Notes...............

Certain U.S. Federal Tax
Considerations.........................

Book-entry; Delivery and Form..........

Plan of Distribution...................

Legal Matters..........................

Experts................................

Available Information..................

Glossary of Selected Terms.............

Financial Statements Index.............

--------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Section 145 (a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall
have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), because the person is or
was a director or officer of the corporation. Such indemnity may be against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and if, with respect to any criminal action or
proceeding, the person did not have reasonable cause to believe the person's
conduct was unlawful.

Section 145 (b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.

Section 145 (g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation against
any liability asserted against the person in any such capacity, or arising out
of the person's status as such, whether or not the corporation would have the
power to indemnify the person against such liability under the provisions of
the law.

Article X of the Registrant's by-laws provides for indemnification, at the
discretion of the board of directors, to the fullest extent permitted under
Delaware law for any person who is or was a director or officer of the
Registrant who is or was involved or threatened to be made so involved in any
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was serving as a director, officer, employee
or agent of the Registrant or was serving at the request of the Registrant as a
director, officer, employee or agent of any other enterprise. Such
indemnification is provided only if the director, officer, employee or agent
acted in good faith and in a manner that the director, officer, employee or
agent reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and with respect to any criminal proceeding, had no reasonable
cause to believe that the conduct was unlawful.

The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and Article X of the by-laws of the
Registrant.

II-1
<PAGE>

Registrant

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+++ Certificate of Incorporation of the TeleCorp-Tritel Holding
Company.

3.2+++ Form of Restated Certificate of Incorporation of the Registrant
(included as Annex F to the joint proxy statement-prospectus
forming a part of the TeleCorp-Tritel Holding Company Registration
Statement).

3.3+++ By-laws of TeleCorp-Tritel Holding Company.

3.4+++ Form of Restated By-laws of the TeleCorp-Tritel Holding Company
(included as Annex G to the joint proxy statement-prospectus
forming part of the TeleCorp-Tritel Holding Company Registration
Statement).

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.
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------

<C> <S>
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.

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.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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.

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.
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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.

10.34* 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.

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.

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.

10.44** 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.

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.
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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.

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.
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
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.

10.67.2++ 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.
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------

<C> <S>
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.

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).
</TABLE>

II-8
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------

<C> <S>

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.

Item 22. Undertakings

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered wold not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

II-9
<PAGE>

(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

(2) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form;

(4) that every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in this registration statement when it
became effective.

Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable. If a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-10
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Post-Effective Amendment No. 1 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 12, 2000.

TELECORP PCS, INC.

By: /s/ Gerald T. Vento
______________________________________
Gerald T. Vento
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
July 12, 2000 Gerald T. Vento By: /s/ Gerald T. Vento
-------------------------------
Chief Executive Officer and Chairman
(Principal Executive Officer)

July 12, 2000 Thomas H. Sullivan By: /s/ Thomas H. Sullivan *
-------------------------------
Executive Vice President, Chief Financial
Officer and Director (Principal Financial and
Accounting Officer)

July 12, 2000 Michael R. Hannon By: /s/ Thomas H. Sullivan *
-------------------------------
Director

July 12, 2000 Scott Anderson By: /s/ Thomas H. Sullivan *
-------------------------------
Director
</TABLE>

II-11
<PAGE>

<TABLE>
<S> <C> <C>
July 12, 2000 James M. Hoak By: /s/ Thomas H. Sullivan *
-----------------------------------
Director

July 12, 2000 William Kussell By: /s/ Thomas H. Sullivan *
---------------------------------
Director

July 12, 2000 Michael Schwartz By: /s/ Thomas H. Sullivan *
--------------------------------
Director

July 12, 2000 Rohit M. Desai By:
--------------------------------
Director Rohit M. Desai

July 12, 2000 William W. Hague By:
--------------------------------
Director William W. Hague
</TABLE>

* By Thomas H. Sullivan as attorney-in-fact.

II-12

<PAGE>

EXHIBIT INDEX

3.1+++ Certificate of Incorporation of TeleCorp-Tritel Holding Company.

3.3+++ By-laws of TeleCorp-Tritel Holding Company.

3.4+++ Form of Restated By-laws of TeleCorp-Tritel Holding Company
(included as Annex G to the joint proxy statement-prospectus
forming part of the TeleCorp-Tritel Holding Company Registration
Statement).

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.

10.6.1+++ 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.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.9+++ Transition Services Agreement, dated as of February 28, 2000, by
and between AT&T Wireless PCS, LLC and TeleCorp PCS, Inc.

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.

10.22.2* 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.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.22.5* Fourth Amendment to the TeleCorp Credit Agreement, dated as of
March 31, 1999.