TRITON PCS HOLDINGS INC, S-1, 1999-08-13

TRITON PCS HOLDINGS INC
S-1, 1999-08-13
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

Delaware 4812 23-2974475
(State or other (Primary Standard (IRS Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code)
organization)

375 Technology Drive
Malvern, Pennsylvania 19355
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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David D. Clark
Chief Financial Officer and Senior Vice President
Triton PCS Holdings, Inc.
375 Technology Drive
Malvern, Pennsylvania 19355
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
agent for service)

Copies to:

Leonard J. Baxt William A. Robinson Alan Dean
John W. McNamara Triton PCS Holdings, Davis Polk & Wardwell
Dow, Lohnes & Albertson, Inc. 450 Lexington Avenue
PLLC 375 Technology Drive New York, New York 10017
1200 New Hampshire Ave., Malvern, Pennsylvania (212) 450-4000
N.W. 19355
Washington, D.C. 20036 (610) 651-5900
(202) 776-2000

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Amount of
Title of Each Class of Securities To Be Maximum Aggregate Registration
Registered Offering Price(1) Fee
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<S> <C> <C>
Common Stock, par value $0.01 per share....... $125,000,000 $34,750(2)
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</TABLE>
(1) A portion of the proposed maximum aggregate offering price represents
shares that are to be offered outside of the United States but that may be
resold from time to time in the United States.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.

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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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<PAGE>

Explanatory Note

This registration statement contains two separate prospectuses. The first
prospectus relates to a public offering in the United States and Canada of an
aggregate of shares of common stock. The second prospectus relates to a
concurrent offering outside the United States and Canada of an aggregate of
shares of common stock. The prospectuses for each of the U.S. offering and
the international offering will be identical with the exception of an
alternate front cover page for the international offering. This alternate page
appears in this registration statement immediately following the complete
prospectus for the U.S. offering.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting offers to buy these +
+securities in any jurisdiction where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
Shares
[LOGO OG TRITON PCS, INC. APPEARS HERE]
Triton PCS Holdings, Inc.
COMMON STOCK

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Triton PCS Holdings, Inc. is offering shares of its common stock. This
is our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between
$ and $ per share.

-----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

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Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

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PRICE $ A SHARE

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<TABLE>
<CAPTION>
Underwriting
Price Discounts Proceeds
to and to
Public Commissions Triton
------ ------------ --------
<S> <C> <C> <C>
Per Share.......................................... $ $ $
Total.............................................. $ $ $
</TABLE>

Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on , 1999.

-----------

MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

SALOMON SMITH BARNEY

FIRST UNION CAPITAL MARKETS CORP.

J.P. MORGAN & CO.

, 1999
<PAGE>

Map showing Triton PCS and AT&T wireless networks in Southeastern U.S.

Triton and AT&T covered markets shaded in appropriate regions.

Description of Triton network and covered markets includes the following
highlights:

(1) 13 million covered potential customers;
(2) 3 state covered region and Northeast Georgia and Tennessee;
(3) Numerous resort and vacation destinations;
(4) Contiguous to three of AT&T's major markets;
(5) Average population growth higher than the national average; and
(6) Population density 87% above the national average

Triton PCS, AT&T and SunCom logos also displayed.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
Prospectus Summary......................................................... 1
Risk Factors............................................................... 7
Special Note Regarding Forward-Looking Statements.......................... 17
Use of Proceeds............................................................ 18
Dividend Policy............................................................ 18
Capitalization............................................................. 19
Dilution................................................................... 20
Selected Historical Consolidated Financial
Data...................................................................... 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................................................ 23
Business................................................................... 33
The Wireless Communications Industry....................................... 47
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
Management................................................................ 54
Principal Stockholders.................................................... 61
Certain Relationships and Related Transactions............................ 63
Description of Certain Indebtedness....................................... 72
Description of Capital Stock.............................................. 76
Certain United States Federal Tax Considerations to Non-U.S. Holders...... 81
Shares Eligible for Future Sale........................................... 85
Underwriters.............................................................. 86
Legal Matters............................................................. 89
Experts................................................................... 89
Change in Accountants..................................................... 89
Available Information..................................................... 89
Index to Financial Statements............................................. F-1
</TABLE>

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We are a Delaware corporation. Our principal executive offices are located
at 375 Technology Drive, Malvern, Pennsylvania 19355, and our telephone number
at that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our website is not part of this
prospectus.

In this prospectus, the terms Triton, we, us and our refer to Triton PCS
Holdings, Inc. and its direct and indirect wholly owned subsidiaries
collectively, unless the context requires otherwise, and common stock refers to
the common stock, par value $0.01 per share, of Triton. The term AT&T refers to
AT&T Corp. and its direct and indirect wholly owned subsidiaries collectively.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
which is contained in this prospectus. We are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or of any sale of the common stock.

Until , 1999, 25 days after the commencement of this offering, all
dealers that buy, sell or trade in our common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information about Triton and the common stock
offered by this prospectus. It does not contain all of the information that is
important to you. You should read this summary together with the more detailed
information and our financial statements and notes appearing elsewhere in this
prospectus. You should carefully consider, among other things, the matters set
forth in "Risk Factors."

Triton

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton. Since
that time, we have expanded our coverage area to include an additional two
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets, which
collectively cover a population of more than 27 million individuals. Our market
location is attractive as we are the preferred provider of wireless mobility
services to AT&T's digital wireless customers who roam into our markets. Our
strategy is to provide extensive coverage to customers within our region, to
offer our customers coast-to-coast coverage and to benefit from roaming
revenues generated by AT&T's and other carriers' wireless customers who roam
into our covered area. Our management team is led by Michael Kalogris and
Steven Skinner, the former Chief Executive Officer and Chief Operating Officer
of Horizon Cellular Group, respectively.

Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched personal
communications services in 15 markets. We are now able to provide service to
over 8.7 million individuals, or 67% of our potential customers. Our network in
these 15 markets includes 660 cell sites and four switches. Since we began
offering services in these 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have grown
dramatically. From January 1999 to June 1999, our subscriber base grew from
33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from approximately 0.7 million minutes per month to
approximately 11.4 million minutes per month.

We are in the process of completing our Phase II network build-out. Phase II
of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase III
to be completed by year-end 2001 and to add approximately 1,050 cell sites and
two switches to our network. Upon completion of Phase III, we will be able to
provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates which are higher
than the national average, population densities which are 87% greater

1
<PAGE>

than the national average, high household incomes and favorable business
climates. These markets include both major population centers and resort
destinations as shown in the table below:

<TABLE>
<CAPTION>
Virginia North Carolina South Carolina Georgia
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<S> <C> <C> <C>
Norfolk Asheville Charleston Athens
Richmond Fayetteville Greenville Augusta
Roanoke Outer Banks Hilton Head Savannah
Virginia Beach Wilmington Myrtle Beach
</TABLE>

Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including a network of 42 company-owned retail stores,
over 150 indirect outlets, including nationally recognized retailers such as
Circuit City, Office Depot, Staples and Best Buy, and approximately 60 direct
sales representatives covering corporate accounts. We currently plan to add
approximately 46 additional company-owned retail stores in 1999.

We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other Members
of the AT&T Wireless Network, TeleCorp PCS, Inc. and Tritel PCS, Inc., to
operate with those affiliates under a common regional brand name, SunCom,
throughout an area covering approximately 43 million potential customers
primarily in the south-central and southeastern United States. We believe this
arrangement will allow us to establish a strong regional brand name within our
markets.

Strategic Alliance with AT&T

One of our most important competitive advantages is our strategic alliance
with AT&T, the largest provider of wireless communications services in the
United States. As part of its strategy to rapidly expand its digital wireless
coverage in the United States, AT&T has focused on constructing its own network
and making strategic acquisitions in selected cities, as well as entering into
agreements with four independent wireless operators, including Triton, to
construct and operate personal communications services networks in other
markets.

Our strategic alliance with AT&T provides us with many business, operational
and marketing advantages. Some of these advantages include:

. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to the SunCom and AT&T brand names and
logos. We believe that association with the AT&T brand name significantly
increases the likelihood that potential customers will purchase our
wireless communications services.

. Preferred Roaming Partner. We are the preferred roaming partner for
AT&T's digital wireless customers who roam into our coverage area. We
expect to benefit from growth in roaming traffic as AT&T's digital
wireless customers, particularly those in Washington, D.C., Charlotte,
North Carolina and Atlanta, Georgia, travel into our markets.

. Coverage Across the Nation. Our customers have access to coast-to-coast
coverage through our agreements with AT&T, other Members of the AT&T
Wireless Network and other third-party roaming partners. We believe this
coast-to-coast coverage provides a significant advantage over our
personal communications services competitors in our markets and allows
us to offer competitive pricing plans, including national rate plans.

2
<PAGE>

Competitive Strengths

In addition to the advantages provided by our strategic alliance with AT&T,
we have a number of competitive strengths. These strengths include the
following:

. Experienced Management. Our senior management team has an average of 11
years of experience in the wireless communications industry with
companies such as AT&T, Bell Atlantic Mobile Systems, Horizon Cellular
and ALLTEL Communications Inc.

. Contiguous Service Area. We operate in a contiguous service area which
allows us to cost effectively offer large regional calling areas,
generate operational cost savings and route a large number of minutes
through our network, thereby reducing interconnect costs for access to
other networks.

. Strong Capital Base. Following the completion of this offering, our
business plan will be fully funded with capital of approximately $1.4
billion.

Business Strategy

Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

. Provide Superior Coast-to-Coast and In-Market Coverage. Our market
research indicates that scope and quality of coverage are extremely
important to customers in their choice of a wireless service provider.
Through the use of multi-mode handsets, we offer our customers a large
in-market licensed area and coast-to-coast roaming, providing them with
reliable, quality service.

. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. We include usage-enhancing
features such as call waiting, voice mail, three-way conference calling
and short message service in our basic packages. 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 time division multiple access digital technology and
our centralized administrative functions and efficient distribution.

. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers. Our
administrative systems operate on a standardized application interface,
which allows us to deploy best of breed software packages. In addition,
our point-of-sale activation process is designed to ensure quick and
easy service initiation, including customer qualification. We also
emphasize proactive and responsive customer care, including rapid call-
answer times, welcome packages and anniversary calls. We currently
operate state-of-the-art customer care facilities in Richmond, Virginia
and Charleston, South Carolina that house our customer service and
collections personnel.

3
<PAGE>

THE OFFERING

<TABLE>
<S> <C> <C>
Common stock offered in:
United States offering........................ shares
International offering........................ shares
----
Total:...................................... shares
====

Common stock to be outstanding after the
offering....................................... shares

Over-allotment option........................... shares

Use of proceeds................................. We expect to use the net
proceeds from the offering for
general corporate purposes,
including capital expenditures
in connection with the
expansion of our personal
communications services
network, sales and marketing
activities and working capital.
See "Use of Proceeds."

Dividend policy................................. We have not paid any dividends
on our common stock and do not
intend to pay dividends on our
common stock in the foreseeable
future. See "Dividend Policy."

Proposed Nasdaq National Market symbol.......... TPCS
</TABLE>
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Unless we specifically state otherwise, the information in this prospectus
does not take into account the sale of up to shares of common stock which
the underwriters have the option to purchase from Triton to cover over-
allotments.

The number of shares of our common stock that will be outstanding
immediately after the offering listed above includes 1,915,186 shares of common
stock that are expected to be issued in connection with the offering upon the
conversion of all of the outstanding shares of our Series C preferred stock.
However, the number of shares listed above does not include 543,683 shares of
common stock that are issuable upon conversion of all of the outstanding shares
of our Series D preferred stock and shares of common stock that may ultimately
be issued upon conversion of the outstanding shares of our Series A preferred
stock, which are not available for conversion until 2006.

4
<PAGE>

SUMMARY FINANCIAL DATA

The following tables present summary financial data derived from the audited
combined financial statements of Triton and its predecessor company for the
period from March 6, 1997 through December 31, 1997, and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.

<TABLE>
<CAPTION>
March 6, 1997 Six Months Ended
Through Year Ended June 30,
December 31, December 31, --------------------
1997 1998 1998 1999
------------- ------------ --------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
Service revenues........... -- $ 11,172 -- $ 17,662
Roaming revenues........... -- 4,651 -- 12,953
Equipment revenues......... -- 755 -- 7,627
------- --------- --------- ---------
Total revenues........... -- 16,578 -- 38,242
------- --------- --------- ---------
Costs and expenses:
Costs of services and
equipment................. -- 5,997 -- 27,625
Operations................. -- 13,045 $ 1,444 11,023
Sales and marketing........ -- 1,703 -- 20,562
General and
administrative............ $ 2,736 8,570 3,709 10,653
Depreciation and
amortization.............. 5 6,663 1,114 15,969
------- --------- --------- ---------
Total operating
expenses................ 2,741 35,978 6,267 85,832
------- --------- --------- ---------
Loss from operations......... (2,741) (19,400) (6,267) (47,590)
Interest expense............. (1,228) (30,391) (9,872) (18,847)
Interest and other income.... 8 10,635 2,739 2,652
------- --------- --------- ---------
Loss before income taxes..... (3,961) (39,156) (13,400) (63,785)
Income tax benefit........... -- 7,536 6,803 --
------- --------- --------- ---------
Net loss..................... $(3,961) $ (31,620) $ (6,597) $ (63,785)
Accretion on preferred
stock....................... -- (6,853) (2,977) (4,149)
------- --------- --------- ---------
Net loss available to common
stockholders................ $(3,961) $ (38,473) $ (9,574) $ (67,934)
======= ========= ========= =========
Unaudited pro forma basic and
diluted net loss per common
share....................... $ (23.26) $ (7.27) $ (31.10)
========= ========= =========
Unaudited pro forma weighted
average common shares
outstanding................. 1,654,104 1,316,498 2,184,224
========= ========= =========
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
As of June 30, 1999
-----------------------
Actual As Adjusted(1)
-------- --------------
(in thousands)
-----------------------
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............................... $ 9,250
Working capital......................................... 40,646
Property, plant and equipment, net...................... 293,706
Total assets............................................ 701,135
Long-term debt and capital lease obligations............ 483,574
Redeemable preferred stock.............................. 89,627
Shareholders' equity.................................... 70,912
</TABLE>

<TABLE>
<CAPTION>
March 6, 1997 Six Months Ended
Through Year Ended June 30,
December 31, December 31, -------------------
1997 1998 1998 1999
------------- ------------ -------- ---------
<S> <C> <C> <C> <C>
Other Operating Data:
Subscribers (end of period)... -- 33,844 -- 78,364
Launched potential customers
(end of period).............. -- 248,000 -- 8,700,000
EBITDA(2) (in thousands)...... $(2,736) $(12,737) $ (5,153) $ (31,621)
Cash flows (in thousands)
from:
Operating activities........ $(1,077) $ (4,130) $ (188) $ (49,575)
Investing activities........ (478) (372,372) (172,229) (124,108)
Financing activities........ 12,917 511,312 422,563 36,761
</TABLE>
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(1) The as adjusted financial information has been adjusted to give effect to
(a) the conversion of all outstanding Series C preferred stock into shares
of common stock upon closing of this offering and (b) the issuance of the
common stock to be issued upon closing of the offering.

(2) "EBITDA" is defined as operating loss plus depreciation and amortization
expense. EBITDA is a key financial measure but should not be construed as
an alternative to operating income or cash flows from operating activities,
as determined in accordance with generally accepted accounting principles.
We believe that EBITDA is a standard measure commonly reported and widely
used by analysts and investors in the wireless communications industry.
However, our method of computation may or may not be comparable to other
similarly titled measures of other companies.

6
<PAGE>

RISK FACTORS

In addition to the other information in this prospectus, you should
carefully consider the following risks before making an investment decision.
The trading price of our common stock could decline due to any of these risks,
and you could lose all or a part of your investment.

We expect to continue to incur operating losses.

We have a history of operating losses and expect to continue to incur
operating losses and to generate negative cash flow from operating activities
during the next several years while we develop and construct our personal
communications services network and build our customer base. Now that we have
completed Phase I of our network build-out, our operating profitability will
depend on our ability to:

. market our services successfully;

. achieve our projected market penetration;

. manage customer turnover rates effectively;

. price our services competitively; and

. complete Phases II and III of our network build-out.

We may not be able to successfully accomplish these tasks, and if we do
not, we may not be able to achieve operating profitability.

We may not be able to successfully complete our personal communications
services network.

In order for us to complete our personal communications services network
and to provide our wireless communications services to customers throughout
our licensed area, we must successfully:

. lease or otherwise obtain rights to a sufficient number of cell and
switch sites;

. expand our information systems; and

. complete the purchase and installation of equipment, build out the
physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should
there be delays or other problems. We could lose our FCC licenses if we fail
to build out a specified percentage of our network within various time limits.
See "--We are dependent on our FCC licenses, and our business could be harmed
by adverse regulatory changes" and "The Wireless Communications Industry--
Regulation."

Site Acquisition. Successful implementation of Phases II and III of our
network build-out depends, to a significant degree, upon our ability to lease
or otherwise obtain rights to cell sites for the location of our base station
equipment. In many cases, we may need to obtain zoning variances or other
local governmental or third-party approvals or permits. In addition, changes
to our radio frequency design as a result of difficulties in the site

7
<PAGE>

acquisition process could have a negative impact on our ability to complete
the build-out of our network in a timely fashion. Our inability to lease or
otherwise obtain rights to the cell sites we require under our radio frequency
design or to obtain the requisite zoning and other local approvals in a timely
and cost effective manner could have a material adverse effect on our
business.

Information Systems. Successful implementation and launch of Phases II and
III of our network build-out depend on our ability to expand our existing
customer service, network management and billing systems. Any failure to
expand our information systems on schedule will have an adverse effect on our
ability to commence commercial operations of personal communications services
in additional coverage areas in our network.

Commencement of Operations. Our schedule for the commencement of operations
beyond Phase I is aggressive. Before we commence operations in a geographic
area, we will need to, among other things, purchase and install network
equipment, build out the physical infrastructure and test the network. We
intend to continue installing a sophisticated, state-of-the-art network
requiring adherence to a strict build-out design; therefore, we may experience
system and construction delays prior to achieving full operation. Any delay in
full operation of our network could have a material adverse effect on our
financial condition and results of operations.

Our success is dependent upon the success of AT&T's wireless strategy.

Our results of operations are highly dependent on our relationship with
AT&T and the success of its wireless strategy. AT&T is subject, to varying
degrees, to the economic, administrative, logistical and other risks set forth
in this prospectus. Because we market our products under the AT&T brand name,
our results of operations could be adversely affected if AT&T's reputation as
a wireless provider declines.

Our results of operations are dependent upon our agreements with AT&T.

Our results of operations are dependent upon agreements we have entered
into with AT&T in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if
we fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T's
wireless customers traveling through our areas. Our roaming agreement
with AT&T contemplates that the roaming rate charges to AT&T for AT&T's
customers roaming onto our network will decline over the next several
years and may be renegotiated. The roaming agreement has a 20-year term
and may be terminated by AT&T if we breach any of its material
provisions.

AT&T may also terminate the license and roaming agreements in the event of
specified acquisitions or mergers. See "Certain Relationships and Related
Transactions--The AT&T Agreements."

The various agreements we have entered into with AT&T contain requirements
regarding the construction of our network, and, in many instances these
requirements are more stringent than those imposed by the FCC. Failure to meet
those requirements could result in termination of exclusivity provisions
contained in our agreements with AT&T. We will need to complete the
construction of additional phases of our network on a timely basis to meet
those requirements. The construction of the remainder of our network involves
risks of unanticipated costs and delays.

Our results of operations would be adversely affected if any of our
agreements with AT&T are terminated.

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AT&T may compete with us.

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

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the
future. The management of such growth will require, among other things,
continued development of our financial and management controls and management
information systems, stringent control of costs, increased marketing
activities, ability to attract and retain qualified management personnel and
the training of new personnel. We intend to hire additional personnel in order
to manage our expected growth and expansion. Failure to successfully manage
our expected rapid growth and development and difficulties in managing the
build-out of our network could have a material adverse effect on our business,
results of operations and financial condition.

We may require significant additional capital.

We currently estimate that capital requirements for the period from
inception through year-end 2001 will total approximately $1.3 billion. We
believe that the proceeds of this offering, together with borrowings under our
credit facility, net proceeds from our senior subordinated discount notes
offering completed in 1998, proceeds from the expected sale of our towers, and
the proceeds of the irrevocable equity commitments we have received from some
of our stockholders, will provide us with sufficient capital to fund those
requirements. However, if we are unable to borrow under our credit facility
because we cannot satisfy the borrowing conditions, which include the absence
of any material adverse change, or if one or more of our stockholders fails to
honor its equity commitment on a timely basis, we would need additional funds
to satisfy our capital requirements. In addition, the funds we actually
require may vary materially from these estimates. We could require additional
funds in the event of significant departures from our current business plan,
unforeseen delays, cost overruns, unanticipated expenses, regulatory changes,
engineering design changes and other technological risks. We may also need
additional funds for acquisitions as we engage, from time to time, in
discussions with AT&T and others regarding possible acquisitions of additional
personal communications services licenses, and we may also engage in
discussions regarding future acquisitions of cellular licenses within our
currently licensed area.

Sources of funding for any further financing requirements may include any
or all of the following:

. vendor financing;

. public offerings or private placements of equity and debt securities;

. commercial bank loans;

. additional capital contributions from equity investors; and

. equipment lease financing.

We are highly leveraged and additional financing may not be available.

Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, we may not be able to obtain
financing on a timely basis, on terms acceptable to us and within the

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limitations contained in our credit facility or the indenture governing our
11% senior subordinated discount notes due 2008 or any new financing
arrangements. Failure to obtain any appropriate financing, should the need for
it develop, could result in the delay or abandonment of our development and
expansion plans and our failure to meet regulatory and contractual
requirements. It could also impair our ability to meet our debt service
requirements and could have a material adverse effect on our business.

The degree to which we are leveraged could have other important
consequences to us, including increasing our vulnerability to:

. changes in general economic conditions;

. increases in prevailing interest rates; and

. competitive pressures on pricing.

In addition, the fact that we may be more leveraged than some of our
competitors may become a competitive disadvantage.

We face significant competition.

Competition in the wireless communications services industry is intense.
Many of our competitors have substantially greater financial, technological,
marketing and sales and distribution resources than we do. In addition,
competitors who entered the wireless communications services market before us
may have a significant time-to-market advantage over us. As a new entrant in
the market, we may have to engage in significant and prolonged discounting to
attract customers, which would materially adversely affect our business. In
addition, some of our competitors may market other services, such as
traditional landline telephone service, cable television access and access to
the Internet, together with their wireless communications services. We may not
be able to compete successfully with competitors who have substantially
greater resources or a significant time-to-market advantage or who offer more
services than we do.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Some of these
competitors already have substantial coverage in portions of our licensed
areas. Some of our competitors have more extensive coverage within our
licensed areas than we provide and also have broader regional coverage.

We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. In addition, we expect that
in the future providers of wireless communications services will compete more
directly with providers of traditional landline telephone services, energy
companies, utility companies and cable operators who expand their services to
offer communications services. See "--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacement."

Our ability to compete successfully will depend, in part, upon our ability
to anticipate and respond to various competitive factors affecting the
industry, including the introduction of new services, changes in consumer
preferences, demographic trends, economic conditions and competitors' pricing
strategies, all of which could adversely affect our profitability. In
addition, the future level of demand for wireless communications services is
uncertain. See "Business--Competition" and "The Wireless Communications
Industry."

We are dependent upon roaming revenue.

In 1998, approximately 28.1%, and in the six months ended June 30, 1999,
approximately 33.9%, of our revenues were derived from roaming as the result
of payments by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T's wireless customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue.

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As a result, our roaming revenue increases during vacation periods,
introducing a measure of seasonality to our roaming revenue.

The personal communications services industry is relatively new and unproven.

Personal communications services systems have a limited operating history
in the United States, and our operation of these systems in our markets may
not become profitable. In addition, we cannot estimate with any degree of
certainty the extent of potential demand for personal communications services
in our markets. Our inability to establish and successfully market personal
communications services could have a material adverse effect on our financial
condition and results of operations.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in end-user requirements and preferences. The extent
of customer demand remains uncertain, as does the extent to which airtime and
monthly access rates may continue to decline. As a result, our future
prospects and those of the industry also remain uncertain.

We are dependent on consultants, contractors and equipment providers who could
fail to perform their obligations.

We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these vendors,
consultants or contractors to fulfill their contractual obligations could
materially delay the construction of our personal communications services
network, which could materially adversely affect our financial condition and
results of operations.

We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog 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, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. Our agreements with vendors contain damages provisions 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 FCC regulations and our agreements with AT&T. We also
purchase a significant amount of handsets from a few providers. Handsets are
in high demand, and some providers have had a substantial backlog of orders.

A high rate of customer turnover may 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. 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-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could have a material adverse effect on our competitive position and
results of operations.

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We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the Federal Aviation Administration, regulates tower
marking and lighting. The FCC, the FAA or the state and local agencies and
courts having jurisdiction over our business may adopt regulations or take
other actions that would adversely affect our business.

The loss of any of our licenses from the FCC to provide wireless services
would have a material adverse effect on our business. Our FCC licenses are
subject to renewal and revocation and were initially granted to AT&T on June
23, 1995. As the licensee for those licenses, we must construct facilities
that offer coverage to one-third of the population of our service areas by
June 2000 and coverage to two-thirds of the population by June 2005. Licensees
who fail to meet these coverage requirements are subject to forfeiture of the
license. We expect to comply with these coverage requirements within the
requisite time period; however, the non-renewal or loss of any of our licenses
could materially adversely affect our business. See "The Wireless
Communications Industry--Regulation."

Our success depends on our ability to attract and retain qualified personnel.

A small number of key executive officers manages our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we may not be
successful in retaining our key personnel or in attracting and retaining other
highly qualified technical and management personnel. We do not presently
maintain key-man life insurance on any of our executives or other employees.

We will likely incur operating costs due to unauthorized use of our network.

As do most companies in the wireless industry, we will likely 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.

Our technological infrastructure could become obsolete, resulting in costly
upgrades or replacement.

We have employed digital wireless communications technology using the
current time division multiple access/IS-136 standards. Other digital
technologies may ultimately prove to be more advantageous than time division
multiple access. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage, and competitive pressures
may require us to change our digital technology at substantial cost. We may
not be able to respond to those pressures and implement new technology on a
timely basis, or at an acceptable cost. If time division multiple access
technology becomes obsolete at some time in the future, and we are unable to
effect a cost-effective migration path, it could materially and adversely
affect our financial condition, results of operations and liquidity. Time
division multiple access/IS-136 standards may not always meet or exceed the
capabilities and quality of other technologies. See "Business--Time Division
Multiple Access Digital Technology."

In addition, if AT&T adopts a new technology other than time division
multiple access digital technology, and we do not adopt the new technology,
our exclusivity rights will terminate under our agreements with AT&T. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Exclusivity."

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Radio frequency emissions could be harmful.

Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may have the
effect of discouraging the use of wireless handsets, which could have an
adverse effect upon our business. During the past two years, the FCC has
updated the guidelines and methods it uses for evaluating radio frequency
emissions from radio equipment, including wireless handsets. In addition,
interest groups have requested that the FCC investigate claims that time
division multiple access and other digital technologies pose health concerns
and cause interference with hearing aids and other medical devices. Although
the updates impose new restrictive standards on radio frequency emissions from
lower power devices such as wireless handsets, all wireless handsets that we
offer our customers comply with the proposed standards. Additionally, the FCC
has initiated a rulemaking proceeding to implement provisions of the
Telecommunications Act of 1996 that is designed to ensure that personal
communications services handsets and other technological equipment are
accessible to people with disabilities. See "The Wireless Communications
Industry--Regulation."

Our use of the SunCom brand name for marketing our services exposes us to some
risks.

We use the SunCom brand name to market our products and services in
conjunction with two other Members of the AT&T Wireless Network, TeleCorp PCS
and Tritel PCS, in order to broaden our marketing exposure and share the costs
of advertising. It is possible that our reputation for quality products and
services under the SunCom brand name will be associated with the reputation of
TeleCorp PCS and Tritel PCS, and any unfavorable consumer reaction to our
wireless partners using the SunCom brand name could adversely affect our own
reputation.

Prior to adopting the SunCom brand name, we conducted extensive
investigations to confirm the availability of the SunCom brand name for use in
connection with wireless telecommunications services. After resolving an
initial dispute with SunCom Telecommunications of Chicago, Illinois and
purchasing all of that company's rights in the trademark SunCom, we believe
our rights in the SunCom brand name are secure in its geographic area of use.
The State of Florida has contacted AT&T concerning its alleged rights in the
trademark SunCom. The State of Florida uses the trademark SunCom for a
communications network used solely by state agencies in the State of Florida
and certain not-for-profit entities that conduct a threshold level of business
with the State of Florida. TeleCorp PCS, Tritel PCS and Triton are working to
amicably resolve any potential dispute with the State of Florida concerning
the SunCom trademark. If we are not successful in reaching an amicable
resolution with the State of Florida, we may need to litigate to determine the
scope of the rights of the State of Florida with respect to the trademark
SunCom. While we believe that we may use the SunCom brand name both in and
outside the State of Florida, 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 the State of Florida has done business under the trademark SunCom.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations.

We are a holding company with no direct operations and no significant
assets other than the stock of our subsidiaries. We depend on the cash flows
of our subsidiaries to meet our obligations and to pay any potential
dividends. The ability of our subsidiaries to distribute funds to us is and
will be restricted by the terms of existing and future indebtedness, including
our credit facility and indenture, and by applicable state laws that limit the
payments of dividends. See "Description of Certain Indebtedness--Notes" and
"--Credit Facility."

The documents governing our indebtedness, including the credit facility and
indenture, contain significant covenants that limit our ability to engage in
various transactions and, in the case of the credit facility, require
satisfaction of specified financial performance criteria. In 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 our outstanding

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indebtedness are substantial, and failure to comply with them could have a
material adverse effect on our business. See "Description of Certain
Indebtedness."

A limited number of stockholders controls us, and their interests may be
different from yours.

Chase Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
Management Incorporated, Toronto Dominion Capital (USA), Inc., First Union
Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P., our principal
institutional investors, will control approximately % of our total voting
power after the offering, and Michael Kalogris and Steven Skinner will control
approximately % of our total voting power after the offering. Those
stockholders are party to a stockholders' agreement under which they have
agreed that after the offering they will vote their shares together to elect
two of our directors. As a result, these institutional investors and our
management will have the ability to control our future operations and
strategy. Conflicts of interest between the institutional investors and
management stockholders and our public stockholders may arise with respect to
sales of shares of common stock owned by the institutional investors and
management stockholders or other matters. For example, sales of shares by the
institutional investors and management stockholders could result in a change
of control under our credit facility, which would constitute an event of
default under the credit facility, and under our indenture, which would
require us to offer to repurchase our senior subordinated discount notes. In
addition, the interests of our institutional investors and other existing
stockholders regarding any proposed merger or sale may differ from the
interests of our new public stockholders, especially if the consideration to
be paid for the common stock is less than the price paid by public
stockholders.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors.

Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors,
including our chief executive officer and chief operating officer, serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations."

We may face additional costs and other adverse effects due to year 2000
computer problems.

We use a significant number of computer systems and software programs in
our operations, including applications used in support of our personal
communications services network equipment and various administrative
functions. Although we believe that our computer systems and software
applications contain source code that is able to interpret appropriately dates
after December 31, 1999, our failure to make or obtain necessary modifications
to our systems and software could result in systems interruptions or failures
that could have a material adverse effect on our business. We do not
anticipate that we will incur material expenses to make our systems year 2000
compliant. However, unanticipated costs necessary to avoid potential system
interruptions could exceed our present expectations and consequently have a
material adverse effect on our business. Further,

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if our key equipment and service providers fail to make their respective
computer systems and software programs year 2000 compliant, their failure
could have a material adverse effect on our business. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

Our stock price is likely to be very volatile.

Prior to this offering, you could not buy or sell our common stock
publicly. Although the initial public offering price will be determined based
on several factors, the market price after the offering may vary from the
initial offering price. The market price of our common stock is likely to be
highly volatile and could be subject to wide fluctuations in response to
factors such as the following, some of which are beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities analysts
and investors;

. changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;

. changes in market valuations of other personal communications services
companies;

. announcements of technological innovations or new services by us or our
competitors;

. announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;

. additions or departures of key personnel;

. future sales of our common stock; and

. stock market price and volume fluctuations.

Stock markets in the United States often experience extreme price and
volume fluctuations. Market fluctuations, as well as general political and
economic conditions such as a recession or interest rate or currency rate
fluctuations, could adversely affect the market price of our common stock.

Substantial sales of our common stock could adversely affect our stock price.

Sales of a substantial number of shares of common stock after the offering
could adversely affect the market price of the common stock by introducing a
large number of sellers to the market. Given the volatility that will likely
exist for our shares, such sales could cause the market price of our common
stock to decline.

After this offering, we will have shares of common stock outstanding,
or shares if the underwriters' over-allotment option is exercised in full,
and we have reserved an additional shares of common stock for issuance
under outstanding stock options. In addition, 543,683 shares of our common
stock may be issued upon conversion of our Series D preferred stock. All of
the shares of common stock to be sold in this offering will be freely tradable
without restriction or further registration under the federal securities laws
unless purchased by our affiliates, as that term is defined in Rule 144 under
the Securities Act. Upon completion of this offering, the remaining shares of
outstanding common stock, representing approximately %, or % if the
underwriters' over-allotment option is exercised in full, will be restricted
securities under the Securities Act, subject to restrictions on the timing,
manner and volume of sales of such shares.

Following the consummation of this offering, we also intend to file a
registration statement on Form S-8 under the Securities Act covering
shares of common stock reserved for issuance under our proposed stock option
plan; that registration statement will automatically become effective upon
filing. As of August 13, 1999, no options to purchase shares of our common
stock were granted.

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<PAGE>

We cannot predict whether future sales of our common stock, or the
availability of our common stock for sale, will adversely affect the market
price for our common stock or our ability to raise capital by offering equity
securities.

Anti-takeover provisions affecting us could prevent or delay a change of
control.

Provisions of our certificate of incorporation and bylaws, provisions of
our debt instruments and other agreements, and provisions of applicable
Delaware law and applicable federal and state regulations may discourage,
delay or prevent a merger or other change of control that stockholders may
consider favorable. Under our certificate of incorporation, our board of
directors has the authority to issue up to 7,000,000 shares of preferred
stock, par value $0.01 per share, and to determine the price and the terms,
including preferences and voting rights, of those shares without stockholder
approval. Although we have no current plans to issue additional shares of our
preferred stock, any such issuance could:

. have the effect of delaying, deferring or preventing a change in control
of our company;

. discourage bids for our common stock at a premium over the market price;
or

. adversely affect the market price of, and the voting and other rights of
the holders of, our common stock.

Any amendment to our certificate of incorporation must be approved by the
affirmative vote of the holders of shares of Series C preferred stock and
common stock representing at least two-thirds of the votes entitled to be cast
for the election of directors, voting together as a single class, subject to
the separate class vote requirements relating to any class or series of
preferred stock.

We are party to several agreements that contain limitations on our ability
to enter into change of control transactions.

. Under the stockholders' agreement, we may not enter into some types of
change of control transactions without receiving AT&T's prior written
consent, including some mergers, combinations or consolidations with
companies that are not subsidiaries of ours, any sales or dispositions of
a substantial portion of our assets or those of a subsidiary, or our or
our subsidiary's liquidation, dissolution or winding up. AT&T's interests
may conflict with yours concerning potential change of control
transactions.

. The commitment letter regarding the amendment of our credit facility also
contains covenants which limit mergers, acquisitions and asset sales.

. The indenture for our senior subordinated discount notes contains
limitations concerning mergers, consolidations and certain sales of
assets by us.

The limitations imposed by these agreements may deter takeover attempts.
See "Description of Capital Stock--Anti-Takeover Provisions."

We are subject to various Delaware laws that could have the effect of
delaying, deterring or preventing a change in control of our company. One of
these laws prohibits us from engaging in a business combination with any
interested stockholder for a period of three years from the date the person
became an interested stockholder, unless specified conditions are met.

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

In addition, the significant amount of common stock held by our executive
officers, directors and affiliates, together, could have the effect of
discouraging potential takeover attempts or making it more difficult for
stockholders to change management.

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You will experience immediate and substantial dilution.

The initial public offering price is expected to be substantially higher
than the net tangible book value of each outstanding share of common stock.
Purchasers of common stock in this offering will suffer immediate and
substantial dilution. The dilution will be $ per share in the net tangible
book value of the common stock at an assumed initial public offering price of
$ per share.

Your ownership interest could be diluted upon conversion of our Series A
preferred stock.

AT&T owns 786,253 shares of our Series A preferred stock. On or after
February 4, 2006, AT&T may convert its shares of Series A preferred stock into
our common stock having a market value equal to the accreted value of the
Series A preferred stock at that date. As a result, AT&T will be entitled to a
larger number of shares of common stock if the market value of the common
stock declines. Any potential conversion by AT&T will dilute the ownership
interest of our existing shares of common stock, which could cause the price
of shares of our common stock to decline.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of
operations or of our financial position or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed above in
the section captioned "Risk Factors," as well as any cautionary language in
this prospectus, provide examples of risk, uncertainties and events that may
cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. Before you invest in our common
stock, you should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus could have a material
adverse effect on our business, results of operations, financial position and
the price of our common stock.

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USE OF PROCEEDS

The net proceeds we receive from the sale of shares of our common stock
in this offering are estimated to be $ , or $ if the underwriters
exercise their over-allotment option in full, at an assumed initial public
offering price of $ per share and after deducting underwriting discounts
and commissions and estimated offering expenses of $ payable by us.

We expect to use the net proceeds for general corporate purposes, including
capital expenditures in connection with the expansion of our personal
communications services network, sales and marketing activities and working
capital. The amounts we actually expend may vary significantly and will depend
on a number of factors, including the amount of our future revenues and the
other factors described under "Risk Factors." Accordingly, our management will
retain broad discretion in the allocation of the net proceeds of this
offering. A portion of the net proceeds may also be used to acquire or invest
in complimentary businesses, technologies, product lines or products. We have
no current plans, agreements or commitments with respect to any such
acquisition, and we are not currently engaged in any negotiations with respect
to any such transaction. Pending such uses, the net proceeds of this offering
will be invested in short term, interest-bearing, investment grade securities.

DIVIDEND POLICY

We have never declared or paid a cash dividend on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Any future determination to pay dividends
will be at the discretion of our board of directors and will be dependent upon
then existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Our ability to pay dividends
is restricted by the terms of our preferred stock, our indenture and our
credit facility. See "Description of Capital Stock" and "Description of
Certain Indebtedness."

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 1999:

. on an actual basis;

. on a pro forma basis to reflect the conversion upon the closing of the
offering of all outstanding shares of Series C preferred stock; and

. on a pro forma basis as adjusted to reflect the sale of the common stock
offered hereby at an assumed initial public offering price of $ per
share and the receipt of the net proceeds therefrom.

This information should be read in conjunction with our financial
statements and related notes thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
As of June 30, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands, except share
data)
<S> <C> <C> <C>
Long term obligations:
Bank credit facility......................... $150,000 $150,000 $150,000
Senior subordinated debt..................... 331,650 331,650 331,650
Capital lease obligations.................... 1,924 1,924 1,924
-------- -------- --------
483,574 483,574 483,574
-------- -------- --------
Series A redeemable convertible preferred stock
1,000,000 shares authorized, $.01 par value,
786,253 shares issued and outstanding......... 89,627 89,627 89,627
Shareholders' Equity:
Series B preferred stock, $.01 par value;
2,000,000 shares authorized, no shares
issued or outstanding....................... -- -- --
Series C preferred stock, $.01 par value;
3,000,000 shares authorized, 1,915,187
shares issued and outstanding, none on a pro
forma and as adjusted basis................. 19 -- --
Series D preferred stock, $.01 par value;
1,000,000 shares authorized, 543,683 shares
issued and outstanding...................... 5 5 5
Common stock, $.01 par value; 10,000,000
shares authorized, 273,208 shares issued and
outstanding, 2,188,395 shares on a pro forma
basis and as adjusted.................. 3 22
Additional paid-in capital................... 169,771 169,771
Accumulated deficit.......................... (99,366) (99,366) (99,366)
Accumulated other comprehensive income....... 735 735 735
Deferred compensation........................ (255) (255) (255)
-------- -------- --------
Total Shareholders' Equity................. 70,912 70,912
-------- -------- --------
Total Capitalization....................... $644,113 $644,113
======== ======== ========
</TABLE>

19
<PAGE>

DILUTION

Our pro forma net tangible book value as of June 30, 1999 was approximately
$ million, or $ per share of common stock. Pro forma net tangible book
value represents the amount of total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding, assuming
conversion of all outstanding shares of Series C preferred stock into common
stock. Without taking into account any other changes in the net tangible book
value after June 30, 1999, other than to give effect to our sale of the
shares of common stock offered hereby at an assumed initial public offering
price of $ per share and our receipt of the estimated net proceeds
therefrom, our as adjusted pro forma net tangible book value as of June 30,
1999 would have been approximately $ million, or $ per share. This
represents an immediate increase in net tangible book value of $ per share
to existing stockholders and an immediate dilution of $ per share to new
investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...................... $
Pro forma net tangible book value per share before this offering... $
Increase per share attributable to new investors...................
---
As adjusted pro forma net tangible book value per share after this
offering............................................................
----
Dilution per share to new investors................................ $
====
</TABLE>

The following table summarizes, on a pro forma basis as of June 30, 1999,
the differences between existing stockholders and the new investors with
respect to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid before deducting the
underwriting discounts and commissions and estimated offering expenses payable
by us.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------- ---------------------- Price
Number Percent Amount Percent Per Share
-------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders... % $ % $
New investors........... % %
-------- -------- ---------- --------- ----
Total................... % $ % $
======== ======== ========== ========= ====
</TABLE>

20
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present selected financial data derived from the
audited combined financial statements of Triton and its predecessor company
for the period from March 6, 1997 through December 31, 1997 and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.

<TABLE>
<CAPTION>
March 6, 1997 Six Months Ended
Through Year Ended June 30,
December 31, December 31, --------------------
1997 1998 1998 1999
------------- ------------ --------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
Service revenues........... -- $ 11,172 -- $ 17,662
Roaming revenues........... -- 4,651 -- 12,953
Equipment revenues......... -- 755 -- 7,627
------- --------- --------- ---------
Total revenues........... -- 16,578 -- 38,242
------- --------- --------- ---------
Cost and expenses:
Costs of services and
equipment................. -- 5,997 -- 27,625
Operations................. -- 13,045 $ 1,444 11,023
Sales and marketing........ -- 1,703 -- 20,562
General and
administrative............ $ 2,736 8,570 3,709 10,653
Depreciation and
amortization.............. 5 6,663 1,114 15,969
------- --------- --------- ---------
Total operating
expenses................ 2,741 35,978 6,267 85,832
------- --------- --------- ---------
Loss from operations......... (2,741) (19,400) (6,267) (47,590)
Interest expense............. (1,228) (30,391) (9,872) (18,847)
Interest and other income.... 8 10,635 2,739 2,652
------- --------- --------- ---------
Loss before income taxes..... (3,961) (39,156) (13,400) (63,785)
Income tax benefit........... -- 7,536 6,803 --
------- --------- --------- ---------
Net loss..................... $(3,961) $ (31,620) $ (6,597) $ (63,785)
Accretion on preferred
stock....................... -- (6,853) (2,977) (4,149)
------- --------- --------- ---------
Net loss available to common
stockholders................ $(3,961) $ (38,473) $ (9,574) $ (67,934)
======= ========= ========= =========
Unaudited pro forma basic and
diluted net loss per common
share....................... $ (23.26) $ (7.27) $ (31.10)
========= ========= =========
Unaudited pro forma weighted
average common shares
outstanding................. 1,654,104 1,316,498 2,184,224
========= ========= =========
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
December 31,
----------------- June 30,
1997 1998 1999
------- -------- --------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents........................... $11,362 $146,172 $ 9,250
Working capital..................................... (5,681) 146,192 40,646
Property, plant and equipment, net.................. 473 198,953 293,706
Total assets........................................ 13,253 686,859 701,135
Long-term debt and capital lease obligations........ -- 465,689 483,574
Redeemable preferred stock.......................... -- 80,090 89,627
Shareholders' equity (deficit)...................... (3,959) 95,889 70,912
</TABLE>

<TABLE>
<CAPTION>
March 6, 1997 Six Months Ended
Through Year Ended June 30,
December 31, December 31, -------------------
1997 1998 1998 1999
------------- ------------ -------- ---------
<S> <C> <C> <C> <C>
Other Data:
Subscribers (end of period)... -- 33,844 -- 78,364
Launched potential customers
(end of period).............. -- 248,000 -- 8,700,000
EBITDA(1) (in thousands)...... $(2,736) $(12,737) $ (5,153) $ (31,621)
Cash flows (in thousands)
from:
Operating activities........ $(1,077) $ (4,130) $ (188) $ (49,575)
Investing activities........ (478) (372,372) (172,229) (124,108)
Financing activities........ 12,917 511,312 422,563 36,761
</TABLE>
- --------
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
expense. EBITDA is a key financial measure but should not be construed as
an alternative to operating income or cash flows from operating activities,
as determined in accordance with generally accepted accounting principles.
We believe that EBITDA is a standard measure commonly reported and widely
used by analysts and investors in the wireless communications industry.
However, our method of computation may or may not be comparable to other
similarly titled measures of other companies.

22
<PAGE>

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

Introduction

The following discussion and analysis are based upon our financial
statements as of the dates and for the periods presented in this section. You
should read this discussion and analysis in conjunction with our financial
statements and the related notes contained elsewhere in this prospectus.

We were incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T whereby AT&T contributed to us personal communications
services licenses covering 20 MHz of authorized frequencies in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in our licensed markets.

We began commercial operations and earning recurring revenues in July 1998
in connection with our acquisition of an existing cellular system serving
Myrtle Beach, South Carolina and the surrounding area on June 30, 1998. We
began generating revenues from the sale of personal communications services in
the first quarter of 1999 as part of Phase I of our personal communications
services network build-out.

Our personal communications services network build-out is scheduled for
three phases. In the first half of 1999, we completed Phase I of this build-
out and successfully launched personal communications services in 15 markets.
We are now able to provide service to over 8.7 million individuals, or 67% of
our potential customers. Our network in these 15 markets includes 660 cell
sites and four switches. Since we began offering personal communications
services in our first 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have
grown dramatically. From January 1999 to June 1999, our subscriber base grew
from 33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from 0.7 million minutes per month to 11.4 million
minutes per month.

We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area as well as neighboring cities where
AT&T and other carriers use wireless technology. We expect Phase III to be
completed by the end of 2001 and to add approximately 1,050 new cell sites and
two new switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles. Any further expansion beyond Phase III of
our network build-out will be evaluated on a market-by-market basis.

On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems of South
Carolina, Inc. This transaction was accounted for as a purchase. We integrated
the Myrtle Beach system into our personal communications services network as
part of our Phase I network deployment. The substantial majority of our
revenues prior to 1999 were generated by cellular services provided in Myrtle
Beach. Our results of operations do not include the Myrtle Beach system prior
to our acquisition of that system.

23
<PAGE>

On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
recently deployed network plant and infrastructure. The integration and launch
of our Norfolk personal communications services were completed as part of our
Phase I network build-out.

On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
personal communications services licenses that cover approximately 512,000
potential customers in Hagerstown and Cumberland, Maryland for personal
communications services licenses that cover approximately 517,000 potential
customers in Savannah and Athens, Georgia. In connection with this exchange,
we issued to AT&T 53,882 shares of our Series A preferred stock and 42,739
shares of our Series D preferred stock. We expect to build out our Savannah
and Athens licenses as part of Phase II of our network deployment plan.

From time to time, we may enter into discussions regarding the acquisition
of other licenses, including swapping our licenses for those of other license
holders.

Revenue

We derive our revenue from the following sources:

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

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

. Roaming. We charge per minute fees to other wireless companies for their
customers' use of our network facilities to place and receive wireless
services.

We sell our services and products to retail consumers, businesses,
institutions and governments at rates and prices that are competitive with
other wireless providers in our markets. We distribute our services and
products to retail consumers through 42 company-owned retail stores and over
150 independent retail distributors. We also employ a direct sales force of
approximately 60 individuals that focuses primarily on business, institutional
and government sales. We believe that we will be able to generate higher
penetration through cost-effective use of multiple distribution channels.

We market our services and products under, and believe that our sales and
marketing efforts will benefit substantially from the use of, the AT&T and
SunCom brand names. We use these names with equal emphasis. Our marketing
efforts seek to distinguish our service and product offerings on the basis of
the quality and extent of our wireless coverage, including the virtually
nationwide coverage our subscribers enjoy through the AT&T Wireless Network,
and the digital service features that are available to our subscribers. We
believe that our use of the AT&T and SunCom brand names, our high quality of
wireless service and proactive customer care and simplified and flexible
billing, as opposed to price differentiation, will increase our revenues and
margins, enhance customer loyalty and reduce churn and cost per gross added
subscriber.

Industry statistics indicate that average revenue per subscriber for the
wireless communications business has declined substantially over the period
from 1993-1998. Although this decline has stabilized recently, we believe that
some deterioration in average revenue per subscriber will continue. While we
believe that we will benefit from a decline in certain direct operating costs,
including billing, interconnect, roaming and long distance charges, our
ability to improve our margins will depend primarily on our ability to manage
our variable costs,

24
<PAGE>

including selling general and administrative expense, costs per gross added
subscriber and costs of building out our network.

A particular focus of our strategy is to reduce subscriber churn. Industry
data suggest that those providers, including personal communications services
providers, that have offered poor or spotty coverage, poor voice quality,
unresponsive customer care or confusing billing suffer higher than average
churn rates. Accordingly, we have launched, and will continue to launch,
service in our markets only after comprehensive and reliable coverage and
service can be maintained in that market. In addition, our billing systems
have been designed to provide customers with simple, understandable bills and
flexible billing cycles. Specifically, we offer simplified rate plans in each
of our markets that are tailored to meet the needs of targeted customer
segments. We offer regional and national rate plans which include local, long
distance and roaming services, as well as bundled minutes with multiple
options, designed to suit customers' needs. Finally, proactive subscriber
retention is an important initiative for our customer care program.

We believe our roaming revenues will be subject to seasonality. We expect
to derive increased revenues from roaming during vacation periods, reflecting
the large number of tourists visiting resorts in our coverage area. We believe
that our equipment revenues will also be seasonal, as we expect sales of
telephones to peak in the fourth quarter, primarily as a result of increased
sales during the holiday season. Although we expect our overall revenues to
increase due to increasing roaming minutes, our per-minute roaming revenue
will decrease over time according to the terms of our agreements with AT&T.

Costs and Expenses

Cost of Services and Equipment

Our costs of services and equipment include:

. Equipment. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment. Although management expects that handset costs will
decline, it does not expect that it will be able to reduce the overall
level of handset subsidies since management also believes that retail
handset prices will decline proportionally with costs.

. Roaming Fees. We incur fees to other wireless communications companies
based on airtime usage by our customers on other communications
networks.

. Transport and Variable Interconnect. We incur charges associated with
interconnection with other carriers' networks. These fees include
monthly connection costs and other fees based on minutes of use by our
customers.

. Variable Long Distance. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at pre-
negotiated rates with the other carriers.

. Cell Site Costs. We will incur expenses for the rent of towers and
network facilities and related utility and maintenance charges. We have
recently agreed to sell our towers and lease them back.

Recent industry data indicate that transport, interconnect, roaming,
billing and long distance charges that we currently incur will continue to
decline, due principally to competitive pressures and new technologies. Cell
site costs are expected to increase due to escalation factors included in the
lease agreements.

25
<PAGE>

Operating Expenses

Our operating expenses include:

. Operations. Our operations expense includes all employee-based charges,
including engineering operations and support, field technicians, network
implementation support, product development and engineering management.
This expense also includes charges directly associated with the
maintenance of network facilities and equipment.

. Selling and Marketing. Our selling and marketing expense includes all
employee-based charges, including brand management, external
communications, retail distribution, sales training, direct, indirect,
third party and telemarketing support.

. General and Administrative. Our general and administrative expense
includes customer care, billing, information technology, finance,
accounting and legal services. Functions such as customer care, billing,
finance, accounting and legal services are likely to remain centralized
in order to achieve economies of scale.

. Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve
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 is amortized
over the estimated useful life of the asset. Our personal communications
services licenses and our cellular license are being amortized over a
period of 40 years.

. Interest Income (Expense). Interest income is earned primarily on our
cash and cash equivalents. Interest expense through June 30, 1999
consists of interest on our credit facility and our senior subordinated
discount notes.

We expect our operating costs to grow significantly as our operations
expand and our customer base and call volumes increase. Over time, these
expenses should represent a reduced percentage of revenues as our customer
base grows. Management will focus on application of systems and procedures to
reduce billing expense and improve subscriber communication. These systems and
procedures will include debit billing, credit card billing, over-the-air
payment and Internet billing systems.

Results of Operations

Six months ended June 30, 1999 compared to six months ended June 30, 1998

For the six months ended June 30, 1999, total revenue was $38.2 million.
This was comprised of service revenue of approximately $17.7 million,
equipment revenue which totaled approximately $7.6 million and roaming revenue
of approximately $13.0 million. This revenue was primarily related to
launching our first 15 markets as part of our Phase I network build-out. We
generated no revenue for the six months ended June 30, 1998.

Cost of services and equipment for the six months ended June 30, 1999 was
approximately $27.6 million. We did not incur any cost of services and
equipment for the six months ended June 30, 1998. These costs were primarily
related to launching our first 15 markets as part of completing our Phase I
network build-out.

Operations expense for the six months ended June 30, 1999 was approximately
$11.0 million, as compared to approximately $1.4 million for the six months
ended June 30, 1998. This increase was primarily related to launching our
first 15 markets as part of completing our Phase I network build-out.

Selling and marketing expense for the six months ended June 30, 1999 was
approximately $20.6 million. We did not generate any cost for the six months
ended June 30, 1998. These costs were due to higher salary and

26
<PAGE>

benefits expenses for new sales and marketing staff and advertising and
promotion associated with launching our first 15 markets as part of completing
our Phase I network build-out.

General and administrative expenses for the six months ended June 30, 1999
were approximately $10.7 million, as compared to approximately $3.7 million
for the six months ended June 30, 1998. The increase was 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 commercial launch of our first 15 markets during the six
months ended June 30, 1999.

Depreciation and amortization expense for the six months ended June 30,
1999 was approximately $16.0 million, as compared to approximately $1.1
million for the six months ended June 30, 1998. This increase was related to
depreciation of our fixed assets, as well as the initiation of amortization on
personal communications services licenses and the AT&T agreements upon the
commercial launch of our Phase I markets.

For the six months ended June 30, 1999, interest expense was $18.8 million,
net of capitalized interest of $7.2 million, an increase of $9.0 million over
the same period in 1998. The increase is attributable to increased borrowings
as compared to the same period in 1998.

For the six months ended June 30, 1999, interest income was $2.5 million, a
decrease of $0.2 million over the same period in 1998. This reduction is due
primarily to lower cash balances.

For the six months ended June 30, 1999, our net loss was $63.8 million, as
compared to $6.6 million for the same period in 1998. The net loss increased
$57.2 million primarily due to the items discussed above.

Year ended December 31, 1998 compared to the period from March 6, 1997 to
December 31, 1997

Total revenue for the year ended December 31, 1998 was $16.6 million, which
was comprised of services, roaming and equipment revenues related to our
Myrtle Beach operations, which we acquired in June 1998. We had no revenue for
the period from March 6, 1997 to December 31, 1997.

Costs of services and equipment were $6.0 million for the year ended
December 31, 1998. These costs were associated with our Myrtle Beach
operations. We had no costs of services and equipment for the period from
March 6, 1997 to December 31, 1997.

Operations expense for the year ended December 31, 1998 was approximately
$13.0 million, which was related to our Myrtle Beach operations. We had no
operations expense for the period from March 6, 1997 to December 31, 1997.

Selling and marketing costs were $1.7 million for the year ended December
31, 1998, relating primarily to advertising, marketing and promotional
activities associated with our Myrtle Beach operations. We had no selling and
marketing expense for the period from March 6, 1997 to December 31, 1997.

General and administrative expenses increased by $5.8 million to $8.6
million for the year ended December 31, 1998, as compared to the period from
March 6, 1997 to December 31, 1997. The increase was due primarily to
administrative costs associated with the Myrtle Beach network and our
establishment of our corporate and regional operational infrastructure.

For the year ended December 31, 1998, depreciation and amortization expense
was $6.7 million. This amount relates primarily to the depreciation of the
tangible and intangible assets acquired in the Myrtle Beach transaction and
amortization attributable to certain agreements executed in connection with
the AT&T joint venture.

For the year ended December 31, 1998, interest expense was $30.4 million,
net of capitalized interest of $3.5 million, as compared to $1.2 million for
the period from March 6, 1997 to December 31, 1997. This increase is
attributable to increased borrowings in the year ended December 31, 1998.

27
<PAGE>

For the year ended December 31, 1998, interest and other income was $10.6
million. This amount relates primarily to interest income on our cash and cash
equivalents.

For the year ended December 31, 1998, we recorded a tax benefit of $7.5
million related to temporary deductible differences, primarily net operating
losses.

For the year ended December 31, 1998, our net loss was $31.6 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31,
1997. The net loss increased $27.6 million, resulting primarily from the items
discussed above.

Liquidity and Capital Resources

Since inception, our activities have consisted principally of hiring a
management team, raising capital, negotiating strategic business
relationships, participating in personal communications services auctions,
initiating research and development, conducting market research, developing
our wireless services offering and network, and launching our wireless
services in our Phase I markets. Our primary source of financing during this
time has been from borrowings under our credit facility and the net proceeds
from issuances of capital stock and debentures.

The construction of our network and the marketing and distribution of
wireless communications products and services has required, and will continue
to require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, operating
cash flow losses and other working capital costs, debt service and closing
fees and expenses. We will also expect to incur significant amounts of debt to
implement our business plan and will therefore be highly leveraged. We
estimate that our total capital requirements, assuming substantial completion
of our network build-out, which will allow us to provide services to 100% of
the potential customers in our licensed area, from our inception until
December 31, 2001 will be approximately $1.3 billion.

Costs associated with our network build-out include switches, base
stations, towers and antennae, radio frequency engineering, cell site
acquisition and construction and microwave relocation, and include $94.0
million of capital expenditures related to purchase commitments as part of our
agreement with Ericsson. The actual funds required to build out our personal
communications services network may vary materially from these estimates, and
additional funds could be required in the event of significant departures from
the current business plan, in the event of unforeseen delays, cost overruns,
unanticipated expenses, regulatory expenses, engineering design changes and
other technological risks.

Total capital expenditures for 1998 were approximately $87.7 million. We
estimate that capital expenditures will total approximately $300 million for
the year ended December 31, 1999, and we have incurred $111.4 million of
capital expenditures in the six months ended June 30, 1999.

As part of our joint venture agreement with AT&T, AT&T transferred personal
communications services licenses covering 20 MHz of authorized frequencies in
exchange for 732,371 shares of our Series A preferred stock and 336,131 shares
of our Series D preferred stock. The Series A preferred stock provides for
cumulative dividends at an annual 10% rate. These dividends accrue until 2008
and are payable in cash thereafter. The Series A preferred stock is redeemable
at the option of its holders beginning in 2018 and at our option, at its
accreted value, on or after February 4, 2008. We may not pay dividends on, or,
subject to specified exceptions, repurchase shares of, our common stock
without the consent of the holders of the Series A preferred stock. The Series
D preferred stock provides for dividends when, as and if declared by our board
of directors and contains limitations on the payment of dividends on our
common stock.

In connection with the consummation of the joint venture with AT&T, we
received unconditional and irrevocable equity commitments from institutional
equity investors, as well as Michael Kalogris and Steven Skinner, in the
aggregate amount of $140.0 million in return for the issuance of 1.4 million
shares of Series C preferred stock. As of June 30, 1999, $80.0 million of
these equity commitments had been funded. The remaining

28
<PAGE>

equity commitments will be funded in installments of $35.0 million in February
2000 and $25.0 million in February 2001. The Series C preferred stock provides
for dividends when, as and if declared by our board of directors and contains
limitation on the payment of dividends on our common stock.

We also received equity contributions from our stockholders in the
aggregate amount of $35.0 million in return for the issuance of 350,000 shares
of Series C preferred stock in order to fund a portion of our acquisition of
an existing cellular system in Myrtle Beach, South Carolina. In addition, we
received equity contributions from our stockholders in the aggregate amount of
approximately $30.0 million in return for the issuance of 165,187 shares of
our Series C preferred stock and 134,813 shares of our Series D preferred
stock in order to fund a portion of our Norfolk license acquisition.

On June 8, 1999, we completed an exchange of licenses with AT&T. We
transferred licenses covering the Hagerstown and Cumberland, Maryland areas
and received licenses covering the Savannah and Athens, Georgia areas. We
issued to AT&T 53,882 shares of our Series A preferred stock and 42,739 shares
of our Series D preferred stock in connection with this exchange.

On February 3, 1998, we entered into a loan agreement that provides for a
senior secured bank facility with a group of lenders for an aggregate amount
of $425.0 million of borrowings. The bank facility provides for:

. a $175.0 million senior secured Tranche A term loan maturing on August
3, 2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 3,
2007; and

. a $100.0 million senior secured revolving credit facility maturing on
August 3, 2006.

The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $425.0
million to finance working capital requirements, capital expenditures and
other corporate purposes. Our borrowings under these facilities are subject to
customary conditions, including the absence of material adverse changes.

We must begin to repay the term loans in quarterly installments, beginning
on February 3, 2002, and the commitments to make loans under the revolving
credit facility are automatically and permanently reduced beginning on August
3, 2004. In addition, the credit facility requires us to make mandatory
prepayments of outstanding borrowings under the credit facility, commencing
with the fiscal year ending December 31, 2001, based on a percentage of excess
cash flow and contains financial and other covenants customary for facilities
of this type, including limitations on investments and on our ability to incur
debt and pay dividends. As of June 30, 1999, we had drawn $150.0 million under
the Tranche B term loan, which we expect to use to fund future operations. See
"Description of Certain Indebtedness--Credit Facility."

We had an additional $275.0 million available under our credit facility as
of June 30, 1999.

We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase our current credit facility by $125.0 million. The increase would
consist of two term loans:

. a $75.0 million, senior secured Tranche C term loan maturing on August
3, 2006; and

. a $50.0 million, single-draw senior secured Tranche D term loan maturing
on May 3, 2007.

The commitment letter is subject to various conditions, including
negotiation and execution of a definitive document. We cannot assure you that
we will be able to enter into this definitive document.

29
<PAGE>

On May 7, 1998, we completed an offering of $512.0 million aggregate
principal amount at maturity of 11% senior subordinated discount notes due
2008 under Rule 144A of the Securities Act. The proceeds of the offering,
after deducting an initial purchasers' discount of $9.0 million, were $291.0
million. The notes are guaranteed by all of our subsidiaries. The indenture
for the notes contains customary covenants, including covenants that limit our
subsidiaries' ability to pay dividends to us, make investments and incur debt.
The indenture also contains customary events of default.

We entered into an agreement on July 13, 1999 with American Tower
Corporation to sell all of our owned personal communications tower facilities,
along with certain other related assets. The aggregate purchase price for
these assets is approximately $72.8 million. At the closing of the
transaction, the parties will enter into certain other agreements, including:

. a master license and sublease agreement providing for our lease of the
tower facilities from American Tower;

. an amendment to an existing build-to-suit agreement between us and
American Tower providing for American Tower's construction of 100
additional tower sites that we will then lease from American Tower; and

. an amendment to an existing site acquisition agreement expanding the
agreement to provide for American Tower to perform site acquisition
services for 70% of the tower sites we develop through December 31,
2000.

The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

We believe that the proceeds from this offering coupled with cash on hand,
available credit facility borrowings, the equity investments that have been
committed to us and proceeds from the tower sale will be sufficient to meet
our projected capital requirements. See "Use of Proceeds." Although we
estimate that these funds will be sufficient to build-out our network and to
enable us to provide services to 100% of the customers in our licensed area,
it is possible that additional funding will be necessary. See "Risk Factors--
We may require significant additional capital." Our ability to meet our
capital requirements is subject to our ability to construct our network and
obtain customers in accordance with our plans and assumptions and a number of
other risks and uncertainties, including those discussed under the heading
"Risk Factors." The build-out of our network may not be completed as projected
or we may not be able to generate positive cash flow. If any of our
projections are incorrect, we may not be able to meet our projected capital
requirements.

For the year ended December 31, 1998, net cash provided by financing
activities increased $498.4 million to $511.3 million, as compared to the
period from March 6, 1997 to December 31, 1997. The increase was due primarily
to proceeds from borrowings under our credit facility of $150.0 million,
proceeds from the issuance of subordinated debt of $291.0 million, which was
net of an initial purchasers' discount of $9.0 million, and capital
contributions of $82.7 million from the cash equity investors and certain
management shareholders related to funding of their capital commitments and
receipt of additional capital contributions related to the Myrtle Beach and
Norfolk acquisitions.

Cash and cash equivalents totaled $9.3 million at June 30, 1999, as
compared to $146.2 million at December 31, 1998. This decrease was the result
of capital expenditures of $111.4 million related to our network build-out and
the purchase of marketable securities of $22.5 million. Net working capital
totaled approximately $40.6 million at June 30, 1999, as compared to $146.2
million at December 31, 1998.

30
<PAGE>

Year 2000 Compliance

The year 2000 issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. Computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations and a temporary inability
to process transactions, send invoices or engage in normal business
activities.

Currently, we are actively taking measures to eliminate or mitigate the
impact of any issues associated with the year 2000. To that end, we have
established a project team with senior management sponsorship to provide
centralized coordination for our year 2000 related activities.

This team has substantially completed an inventory phase and has made
substantial progress in an assessment phase. Although the majority of the
software, hardware and firmware deployed as part of our start-up operation was
procured to the latest revision levels and we believe it to be year 2000
compatible, our process requires reverification of the year 2000 readiness
capabilities of our vendors, suppliers and third party providers. We are
surveying all suppliers and third-party vendors we deem to be critical to our
operations to ensure our readiness for, and non-disruption of our services due
to, the year 2000. This assessment and surveying process allows us to identify
those remediation efforts necessary to ensure that our systems and
applications will continue to operate without interruption prior to, during
and after the year 2000. However, we cannot assure you that the information
provided to us by our vendors, suppliers and third-party providers is
accurate. As such, we cannot guarantee that inaccurate information provided to
us could not have a material adverse effect upon our business.

To date, our assessments have shown that our main switching and
transmission equipment, with the exception of the Myrtle Beach operational
systems, is capable of correctly recognizing and processing date sensitive
information. This capability was further demonstrated through inter-
operability testing conducted by the Cellular Telecommunications Industry
Association. In addition to revealing the year 2000 readiness of the wireless
operational infrastructure, initial assessments of support system providers
have revealed some products and applications that are not currently year 2000
compatible. In all instances we have identified to date, the supplier(s) of
those products or applications have asserted that their product(s) will be
compliant in the third quarter of 1999. However, we cannot guarantee that the
systems of other companies which we rely on will be converted on a timely
basis or that another company's failure to convert would not have a material
adverse effect on our business.

The Myrtle Beach operational and financial systems which we acquired were
integrated with the systems being deployed as part of our initial personal
communications services network build-out in the first quarter of 1999.
Additionally, we are developing plans to upgrade or replace the existing
operational systems with year 2000 compliant versions. We expect to complete
this remediation effort by the end of the third quarter of 1999. Our failure
to upgrade the Myrtle Beach operational systems to year 2000 compliance could
have a material adverse effect on our business.

We have begun the process of developing a comprehensive set of contingency
plans to address situations that may result if we experience any disruptions
of our critical operations due to year 2000 related issues. The goal of the
contingency plan is to minimize the impact of any year 2000 interruptions as
well as to mitigate any resulting damages. We cannot assure you that we will
be able to develop contingency plans that will adequately address issues that
may arise due to year 2000 issues. Our failure to resolve such issues
successfully could result in a disruption of our service and operations, which
would have a material adverse effect on our business.

We estimate the costs associated with year 2000 issues to be approximately
$350,000, of which we have spent $220,000 to date. These costs are not
material to our business operations or financial position. The costs of our
contingency plan and the date on which we believe we will complete year 2000
modifications are based on management's best estimates, which were derived
utilizing numerous assumptions regarding future events, including the
continued availability of certain resources, third-party modification plans
and other factors. We cannot assure you that we will achieve these estimates,
and actual results could differ materially from those we anticipate.

31
<PAGE>

Inflation

We do not believe that inflation has had a material impact on operations.

Qualitative and Quantitative Disclosures About Market Risks

We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S.
dollar denominated. Our market risk therefore is the potential loss arising
from adverse changes in interest rates. As of June 30, 1999, the debt can be
categorized as follows (dollars in thousands):

<TABLE>
<S> <C>
Fixed interest rates:
Senior subordinated debt......................... $331,650
Subject to interest rate fluctuations:
Bank credit facility............................. $150,000
</TABLE>

Interest Rate Risk Management Agreements

Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through our borrowings, but
sometimes we use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.

We enter into interest rate protection agreements to lock in interest rates
on the variable portion of our debt. We do not use these agreements for
trading or other speculative purposes, nor are we a party to any leveraged
derivative instrument. Although these agreements are subject to fluctuations
in value, they are generally offset by fluctuations in the value of the
underlying instrument or anticipated transaction.

In an interest rate swap, we agree to exchange, at specified intervals, the
difference between a variable interest rate, based on the three-month London
interbank offer rate, and either a fixed rate or another variable interest
rate calculated by reference to an agreed-upon notional principal amount. The
resulting rate differential is reflected as an adjustment to interest expense
over the life of the swap. We did not exercise these swaps during 1998. At
December 31, 1998, we would have received $23,000 to settle these agreements.

The following table summarizes our off-balance sheet interest rate swap
agreements at December 31, 1998:

<TABLE>
<CAPTION>
Notional Pay Rate Receive Rate
Amount Fair Value Maturity (Fixed) (Variable)
-------- ---------- ---------------------- -------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Pay fixed rate, receive
floating rate.......... $35,000 $254 12/03 4.805% 5.156%
Pay fixed rate, receive
floating rate.......... $40,000 $369 12/03 4.760% 5.156%
</TABLE>

Payments under each agreement are quarterly, commencing March 1999 and
ending December 2003.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments imbedded in other
contracts, collectively referred to as derivatives, and for hedging
activities. As issued, SFAS 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999, with earlier application
encouraged. On July 8, 1999, the FASB issued SFAS No. 137, "Deferral of the
Effective Date of SFAS No. 133," which delayed the effective date of SFAS 133
for one year to fiscal years beginning after June 15, 2000. We are currently
evaluating the financial impact of adopting SFAS No. 133. The adoption is not
expected to have a material impact on our consolidated result of operations,
financial position or cash flows.

32
<PAGE>

BUSINESS

Overview

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton.
Since that time, we have expanded our coverage area to include an additional 2
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets,
which collectively cover a population of more than 27 million individuals. Our
market location is attractive as we are the preferred provider of wireless
mobility services to AT&T's digital wireless customers who roam into our
markets. Our strategy is to provide extensive coverage to customers within our
region, to offer our customers coast-to-coast coverage and to benefit from
roaming revenues generated by AT&T's and other carriers' wireless customers
who roam into our covered area. Our management team is led by Michael Kalogris
and Steven Skinner, the former Chief Executive Officer and Chief Operating
Officer of Horizon Cellular Group, respectively.

Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched
personal communications services in 15 markets. We are now able to provide
service to over 8.7 million individuals, or 67% of our potential customers.
Our network in these 15 markets includes 660 cell sites and four switches.
Since we began offering services in these 15 markets, our subscriber base and
the number of minutes generated by non-Triton subscribers roaming onto our
network have grown dramatically. From January 1999 to June 1999, our
subscriber base grew from 33,844 users to 78,364 users, and roaming minutes
generated by non-Triton subscribers increased from approximately 0.7 million
minutes per month to approximately 11.4 million minutes per month.

We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase
III to be completed by year-end 2001 and to add approximately 1,050 cell sites
and two switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

33
<PAGE>

The following table shows the three phases of our planned network build-
out:

<TABLE>
<CAPTION>
Phase I Phase II Phase III
---------------------- ------------------------ ------------------
<S> <C> <C> <C>
North
Carolina... Fayetteville-Lumberton Asheville-Hendersonville Roanoke Rapids
Hickory-Lenoir Rocky Mount-Wilson
Wilmington New Bern
Jacksonville
Greenville-Washington
Goldsboro-Kinston
South
Carolina... Myrtle Beach Sumter Greenwood
Anderson Hilton Head Orangeburg
Charleston Beaufort
Columbia
Florence
Greenville-Spartanburg
Georgia..... Augusta Savannah
Athens

Virginia.... Norfolk-Virginia Beach Danville
Charlottesville Harrisonburg
Fredericksburg Lynchburg
Richmond-Petersburg Martinsville
Roanoke Staunton-Waynesboro
Winchester
Tennessee... Kingsport
Kentucky.... Middlesboro-Harlan
Highway
Miles...... 427 4,379 13,224
</TABLE>

We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other
Members of the AT&T Wireless Network, TeleCorp PCS and Tritel PCS, to operate
with those affiliates under a common regional brand name, SunCom, throughout
an area covering approximately 43 million potential customers primarily in the
south-central and southeastern United States. We believe this arrangement will
allow us to establish a strong regional brand name within our markets.

Strategic Alliance with AT&T

34
<PAGE>

acquisitions in selected cities, as well as entering into agreements with four
independent wireless operators, including Triton, to construct and operate
personal communications services networks in other markets.

Our strategic alliance with AT&T provides us with many business,
operational and marketing advantages, including the following:

. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to the SunCom and AT&T brand names and
logos. We believe that association with the AT&T brand name
significantly increases the likelihood that potential customers will
purchase our wireless communications services.

. Exclusivity. We are AT&T's exclusive provider of facilities-based
wireless mobility communications services using equal emphasis co-
branding with AT&T in our covered markets, and, from time to time, we
may participate with AT&T in other programs. Additionally, we have
entered into an agreement whereby AT&T provides long distance services
to us at preferred rates.

. Coverage Across the Nation. With the use of advanced multi-mode handsets
which transition between personal communications services and cellular
frequencies, our customers have access to coast-to-coast coverage
through our agreements with AT&T, other Members of the AT&T Wireless
Network and with other third-party roaming partners. These agreements
cover approximately 98% of the United States population, including in-
region roaming coverage in all of our covered markets. We believe this
coast-to-coast coverage provides a significant advantage over our
personal communications services competitors in our markets and allows
us to offer competitive pricing plans, including national rate plans.

. Volume Discounts. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and
administrative support from companies who provide these products and
services to AT&T. For example, we have arrangements with Lucent
Technologies, Inc., Ericsson and Nokia Corp. to supply us with handsets,
mobile telephone equipment, software and services at preferred prices.

. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns, including the success of AT&T's national rate plans, in the
marketing of our own plans. In addition, we are working with AT&T's
national sales representatives to market our wireless services to AT&T
corporate customers located in our markets.

Competitive Strengths

In addition to the advantages provided by our strategic alliance with AT&T,
we have the following competitive strengths:

. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as population
growth which is higher than the national average and population
densities which are 87% greater than the national average. In addition,
we believe our markets are strategically important to AT&T's digital
wireless network as our licensed areas are adjacent to three of its most
important markets on the eastern seaboard--Washington, D.C., Charlotte,
North Carolina and Atlanta, Georgia.

35
<PAGE>

. Superior Technology. We are building our personal communications
services network using time division multiple access digital technology.
This technology is also used by AT&T, and, therefore, our network is
compatible with AT&T's network and other time division multiple access
digital technology networks. This technology allows wireless
communications service providers to offer enhanced features, higher
network quality, improved in-building penetration and greater network
capacity relative to analog cellular service. In addition, handsets
operating on a digital system are capable of sleep-mode while turned on
but not in use, thus increasing standby availability for incoming calls
as users will be able to leave these phones on for significantly longer
periods than they can with wireless phones using an earlier technology.

. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior
management team has an average of 11 years of experience with wireless
leaders such as AT&T, Bell Atlantic, Horizon Cellular and ALLTEL. Our
senior management team also owns in excess of % of our common stock,
after giving effect to the offering.

. Contiguous Service Area. We believe our contiguous service area allows
us to cost effectively offer large regional calling areas to our
customers. Further, we believe that we generate operational cost
savings, including sales and marketing efficiencies, by operating in a
contiguous service area. Operating in a contiguous service area also
enables us to route a large number of minutes on our network, thereby
reducing interconnect costs for access to other networks.

. Strong Capital Base. Following the completion of this offering, our
business plan will be fully funded with capital of approximately $1.4
billion, consisting of $191.5 million of irrevocable equity commitments,
$133.2 million of AT&T capital contributions, up to $550.0 million of
borrowings under our senior credit facilities, approximately $290.0
million of net proceeds from a senior subordinated notes offering
completed in 1998, approximately $70.0 million of proceeds from an
expected closing of the sale of our towers and $125.0 million of
proceeds from this offering. Our equity sponsors include AT&T, Chase
Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
Management Incorporated, Toronto Dominion Capital (USA), Inc., First
Union Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P.

Business Strategy

Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

. Operate a Superior, High Quality Network. We are committed to making the
capital investment required to develop and operate a superior, high
quality network. Our network, when complete, will include approximately
2,300 cell sites and eight switches and span approximately 18,000
highway miles. We believe this network will enable us to provide
extensive coverage within our region and consistent quality performance,
resulting in 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 dropped calls. We maintain a state-of-the-art network operations
system, and, to ensure continuous monitoring and maintenance of our
network, we also have a disaster recovery plan.

. Provide Superior Coast-to-Coast and In-Market 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, its affiliates and
other third-party 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. Through the use of
multi-mode handsets, we offer our customers a large in-market licensed
area and coast-to-coast roaming, providing them with reliable, quality
service.

. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. Our affordable, simple
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

36
<PAGE>

such as call waiting, voice mail, three-way conference calling and short
message service in our basic packages. We market our services with a
simple, all-in-one focus: digital phone, pager and voice mail. We also
allow customers to purchase large packages of minutes per month for a low
fixed price. These minutes can generally be used throughout the southeast
region of 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 time division
multiple access digital technology and our centralized administrative
functions and efficient distribution.

License Acquisition Transactions

Our original personal communications services licenses were acquired as part
of our joint venture agreement with AT&T.

On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $160.0 million. We integrated the Myrtle Beach system,
which used time division multiple access digital technology, into our personal
communications services network as part of our Phase I network deployment. The
substantial majority of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.

On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
a recently deployed network plant and infrastructure, for an aggregate purchase
price of $105.0 million. The integration and launch of our Norfolk personal
communications services were completed as part of our Phase I network build-
out.

On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
Hagerstown and Cumberland, Maryland personal communications services licenses
that cover approximately 512,000 potential customers for Savannah and Athens,
Georgia personal communications services licenses that cover approximately
517,000 potential customers. We also issued to AT&T 53,882 shares of our Series
A preferred stock and 42,739 shares of our Series D preferred stock in
connection with the exchange. We expect to build out our Savannah and Athens
licenses as part of Phase II of our network deployment plan.

37
<PAGE>

Summary Market Data

We believe the contiguous markets covered by our personal communications
services licenses are in an area with attractive demographic characteristics,
including above national average population growth, population density which
is 87% above the national average and strong local interstate traffic density.
The following table presents statistical information concerning the markets
covered by our licenses:

<TABLE>
<CAPTION>
Estimated
Potential % Growth Population Local Interstate
Licensed Areas(1) Customers(2) 1995-2000 Density(3) Traffic Density(4)
- ----------------- ------------ --------- ---------- ------------------
<S> <C> <C> <C> <C>
Charlotte Major Trading
Area
Anderson, SC............. 329.4 0.97% 114 29,830
Asheville/Hendersonville,
NC...................... 568.2 1.41 93 28,806
Charleston, SC........... 638.0 (0.10) 118 36,887
Columbia, SC............. 627.9 1.18 158 31,678
Fayetteville/Lumberton,
NC...................... 642.0 1.51 133 27,781
Florence, SC............. 257.0 0.80 113 24,924
Goldsboro/Kinston, NC.... 233.0 0.98 114 9,068
Greenville/Washington,
NC...................... 241.3 1.31 60 n.m.
Greenville/Spartanburg,
SC...................... 853.2 0.94 215 28,578
Greenwood, SC............ 72.8 0.58 91 n.m.
Hickory/Lenoir, NC....... 319.9 1.16 196 31,709
Jacksonville, NC......... 150.3 0.67 197 n.m.
Myrtle Beach, SC......... 156.6 0.83 137 n.m.
New Bern, NC............. 166.9 0.49 82 n.m.
Orangeburg, SC........... 118.8 0.25 63 27,530
Roanoke Rapids, NC....... 79.6 0.55 63 28,837
Rocky Mount/Wilson, NC... 212.7 0.82 150 26,101
Sumter, SC............... 154.1 0.87 92 19,303
Wilmington, NC........... 304.3 2.50 106 14,139
Knoxville Major Trading
Area
Kingsport, TN............ 682.2 0.38 116 23,560
Middlesboro/Harlan, KY... 123.3 0.23 77 n.m.
Atlanta Major Trading
Area
Athens, GA............... 188.0 1.66 136 37,150
Augusta, GA.............. 567.8 0.51 88 24,425
Savannah, GA............. 715.0 1.38 78 24,362
Washington Major Trading
Area
Charlottesville, VA...... 211.4 1.13 73 15,981
Fredericksburg, VA....... 132.5 2.64 98 67,775
Harrisonburg, VA......... 140.9 0.98 57 29,618
Winchester, VA........... 154.8 1.23 116 25,166
Richmond Major Trading
Area
Danville, VA............. 177.6 0.32 79 n.m.
Lynchburg, VA............ 158.1 0.01 116 32,447
Martinsville, VA......... 89.3 (0.34) 102 n.m.
Norfolk-Virginia Beach,
VA...................... 1,772.0 0.93 299 61,252
Richmond/Petersburg, VA.. 1,202.7 0.84 131 36,233
Roanoke, VA.............. 638.8 0.48 90 27,649
Staunton/Waynesboro, VA.. 106.9 0.62 75 27,180
Triton total/average.... 13,187.0(5) 0.91(6) 144(7) 30,240(8)
U.S. average............ n.a. 0.83 77(9) 31,521
</TABLE>

38
<PAGE>

All figures are based on 1997 estimates published by Paul Kagan Associates,
Inc. in 1998.

(1) Licensed areas are segmented into basic trading areas.

(2) The estimated average annual population growth rate for 1995-2000 was
applied to estimates of 1995 potential customers to calculate the 1997
potential customers in each market.

(3) Number of potential customers per square mile.

(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.

(5) Total potential customers in the licensed area.

(6) Weighted by potential customers. Projected average annual population
growth in our licensed area.

(7) Weighted by population equivalents. Average number of potential
customers per square mile in our licensed area.

(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed
area.

(9) Average number of potential customers per square mile for the U.S.

Sales and Distribution

Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed
service area. Our distribution channels include a network of company-owned
retail stores, independent retailers and a direct sales force for corporate
accounts, as well as direct marketing channels such as telesales, neighborhood
sales and online sales. We also work with AT&T's national corporate account
sales force to cooperatively exchange leads and develop new business.

. Company-Owned Retail Stores. We make extensive use of company-owned
retail stores for the distribution and sale of our handsets and
services. We believe that company-owned retail stores offer a
considerable competitive advantage by providing a strong local presence,
which is required to achieve high penetration in suburban and rural
areas. We also believe that company-owned retail stores offer one of the
lowest customer acquisition costs among our different distribution
channels. Sales representatives in company-owned retail stores receive
in-depth training, which allows them to explain our wireless
communications services simply and clearly. This training, combined with
the use of a highly sophisticated point-of-sale terminal, enables
completion of an entire transaction, from the time the customer enters
the store to the time of handset activation, within ten minutes. We
believe this process distinguishes us from our competitors and will
increase subscribership within our markets. Our flagship stores are
located in the principal retail district in each market. We have opened
42 company-owned SunCom stores as of June 30, 1999, and by year-end
1999, we expect to own approximately 90 SunCom stores.

. Retail Outlets. We have negotiated distribution agreements with national
and regional mass merchandisers and consumer electronics retailers,
including Circuit City, Office Depot, Staples, Best Buy, Metro Call and
Zap's. We currently have over 150 retail outlet locations where
customers can purchase our services. These distributors are chosen based
upon their ability to reach our target customers in our service area. In
some of these retail store locations, we are implementing a store-
within-a-store concept, which uses visual merchandising to capitalize on
the brand awareness created by both SunCom and AT&T advertising. We
support their dedication of valuable floor space to wireless
communications products through a local team of retail merchandisers and
attention grabbing point-of-sale materials.

. Direct Sales. We focus our direct sales force on high-revenue, high-
profit corporate users. Our direct corporate sales force consists of
approximately 60 dedicated professionals targeting wireless decision-
makers within large corporations. We also benefit from AT&T's national
corporate accounts sales force,

39
<PAGE>

which supports the marketing of our services to AT&T's large national
accounts located in certain of our service areas. We have formed regional
advisory groups as an additional way to interface with corporate customers
in our markets. These advisory groups are comprised of local business
leaders who are wireless users or prospective users and are designed to
provide timely feedback regarding our proposed wireless offerings and to
establish a customer base prior to launch. See "--Marketing Strategy."

. Direct Marketing. We use direct marketing efforts such as direct mail
and telemarketing to generate customer leads. Telesales allow us to
maintain low selling costs and to sell additional features or customized
services.

. Website. Our web page provides current information about us, our markets
and our product offerings. We are also establishing an online store on
our website. The web page conveys our marketing message, and we expect
it will generate customers through online purchasing. We deliver all
information that a customer requires to make a purchasing decision at
our website. Customers are able to choose rate plans, features, handsets
and accessories. The online store will provide a secure environment for
transactions, and customers purchasing through the online store will
encounter a transaction experience similar to that of customers
purchasing service through other channels.

Marketing Strategy

Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost, inconsistent
performance and overall confusion about wireless services create subscriber
dissatisfaction and reduce the attractiveness of wireless services for
potential new subscribers. We believe that our affiliation with the AT&T brand
name and the distinctive advantages of our time division multiple access
digital technology, combined with simplified, attractive pricing plans, will
allow us to capture significant market share from existing analog cellular
providers in our markets and to attract new wireless users. We are focusing
our marketing efforts on four primary market segments:

. current cellular users;

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

. corporate accounts; and

. pre-paid 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,
thereby reducing customer turnover.

The following are key components of our marketing strategy:

. Regional Co-Branding. We have entered into agreements with TeleCorp PCS
and Tritel PCS, two other companies affiliated with AT&T, to adopt a
common regional brand, SunCom. 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 emphasis with the SunCom
brand name and logo. We believe that use of the AT&T brand reinforces an
association with reliability and quality. We and the other SunCom
companies are establishing the SunCom brand as a strong local presence
with a service area covering approximately 43 million potential
customers. We enjoy preferred pricing on equipment, handset packaging
and distribution by virtue of our affiliation with AT&T and the other
SunCom companies. See "Certain Relationships and Related Transactions--
The AT&T Agreements" and "--Other Related Party Transactions."

40
<PAGE>

. Pricing. Our pricing plans are competitive and straightforward, offering
large packages of minutes, large regional calling areas and usage
enhancing features. One way we differentiate ourselves from existing
wireless competitors is through our pricing policies. We offer pricing
plans designed to encourage customers to enter into long term service
contract plans.

We offer our customers regional, network only and national rate plans. Our
rate plans allow customers to make and receive calls anywhere within the
southeast region and the District of Columbia without paying additional
roaming or long distance charges. By contrast, competing flat rate plans
generally restrict flat rate usage to such competitors' owned networks. By
virtue of our roaming arrangements with AT&T, its affiliates and other third-
party roaming partners, we believe we can offer competitive regional, network
only and national rate plans.

We also offer pre-pay plans that provide an opportunity for individuals
whose credit profiles would not otherwise allow them access to wireless
communications to take advantage of our services and an attractive alternative
for parents and employers who may need or want to control use by family
members or employees, respectively. We offer our pre-paid subscribers most of
the same digital services and features available to our other customer
segments. Typical pre-pay plans of competitors, by contrast, provide low
quality handsets, high per-minute rates and limited services and features.

Customer Care. We are committed to building strong customer relationships
by providing our customers with service that exceeds expectations. We
currently operate state-of-the-art customer care facilities in Richmond,
Virginia and Charleston, South Carolina that house our customer service and
collections personnel. Through the support of approximately 100 customer care
representatives and a sophisticated customer care platform provided by
Integrated Customer Systems, we have been able to implement one ring customer
care service using live operators and state-of-the-art call routing, so that
over 90% of incoming calls to our customer care centers are answered on the
first ring. In addition, we emphasize proactive and responsive customer
service, including at least four customer contacts annually such as welcome
calls, first bill calls and anniversary calls. We believe these initiatives
will result in higher levels of customer satisfaction and reduced customer
turnover. We also intend to expand our web-based services to include online
account-specific information that allows customers to check billing, modify
service or otherwise manage their accounts to enhance our customer care.

Future Product Offerings. We may bundle our wireless communications
services with other communications services through strategic alliances and
resale agreements with AT&T and others. We also may offer service options in
partnership with local business and affinity marketing groups. Examples of
these arrangements include offering wireless services with utility services,
banking services, cable television, Internet access or alarm monitoring
services in conjunction with local information services. Such offerings
provide the customer access to information, such as account status, weather
and traffic reports, stock quotes, sports scores and text messages from any
location.

Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are directing our
media and promotional efforts at the community level with advertisements in
local publications and sponsorship of local and regional events. We combine
our local efforts with mass marketing strategies and tactics to build the
SunCom and AT&T brands locally. Our media effort includes television, radio,
newspaper, magazine, outdoor and Internet advertisements to promote our brand
name. In addition, we use newspaper and radio advertising and our web page to
promote specific product offerings and direct marketing programs for targeted
audiences.

Services and Features

We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows
us to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.

41
<PAGE>

. Regional Service Plans. We believe that our large contiguous licensed
area, which is adjacent to AT&T's licensed areas of Washington, D.C.,
Charlotte, North Carolina and Atlanta, Georgia, provides us with a
substantial advantage over the other wireless carriers in the region.
Our affiliation with AT&T allows us to offer customers coast-to-coast
coverage, while our sizable licensed area allows us to offer large
regional calling areas at rates as low as $.07 per minute throughout the
Southeast.

. Feature-Rich Handsets. As part of our service offering, we sell our
customers the most advanced, easy-to-use, interactive, menu-driven
handsets that can be activated over the air. These handsets have many
advanced features, including word prompts and easy-to-use menus, one-
touch dialing, multiple ring settings, call logs and hands-free
adaptability. These handsets also allow us to offer the most advanced
digital services, such as voice mail, call waiting, call forwarding,
three-way conference calling, e-mail messaging and paging.

. Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
compatible with personal communication services, digital cellular and
analog cellular frequencies and service modes. These multi-mode handsets
allow us to offer customers coast-to-coast nationwide roaming across a
variety of wireless networks. These handsets incorporate a roaming
database, which can be updated over the air, that controls roaming
preferences from both a quality and cost perspective. We have branded
our multi-mode handsets under the name m-net(TM) Technology.

Network Build-Out

The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out wide-area cellular-like networks. We have
successfully launched service in all of our Phase I markets, which includes 15
cities, 427 highway miles, 660 cell sites and four switches. During Phase II,
which we expect to complete by the end of the first quarter of 2000, we plan
to launch services in an additional 18 cities, cover approximately 4,400
highway miles, and add 580 new cell sites and two incremental switches. The
Phase III network design will complete our initial network build-out plan. We
expect Phase III to add four cities, approximately 13,000 highway miles,
approximately 1,050 cell sites and two switches to our network by year-end
2001.

The build-out of our network involves the following:

. Radio Frequency Design. Triton, along with Wireless Facilities Inc., a
radio frequency engineering firm, has developed the radio frequency
design for the build-out of our network. This process includes cell site
design, frequency planning and network optimization for each of these
markets and also the allocation of voice channels and assignment of
frequencies to cell sites.

. Property Acquisition, Construction and Installation. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify
and obtain the property we require to build out our network, which
includes securing all zoning, permitting and surveying approvals and
licenses. As of June 30, 1999, we had signed leases or options for 785
sites, 48 of which were awaiting required zoning approvals. Crown Castle
and American Tower also act as our construction management contractors
and employ local construction firms to build the cell sites.

. Microwave Relocation. We must clear our personal communications services
spectrum by relocating certain commercial microwave service users within
our licensed area before we can become operational. We have contracted
with Crown Castle to assist in the microwave relocation process. We
believe that we still have to relocate two additional microwave paths,
which we plan to relocate as business requirements for service coverage
expansion dictate and as FCC negotiation periods expire.

. Interconnection. Our digital wireless network connects to local exchange
carriers. We have negotiated and received state approval of
interconnection agreements with telephone companies operating or
providing service in the areas where we are currently operating our
digital personal communications services network. We use AT&T as our
inter-exchange or long-distance carrier.

42
<PAGE>

. Roaming. In areas where time division multiple access-based personal
communications services are not available, we offer a roaming option on
the traditional analog cellular and digital cellular systems via multi-
mode handsets capable of transmitting over either cellular or personal
communications services frequencies. Under the terms of our agreements
with AT&T, our customers who own multi-mode handsets are able to roam on
AT&T's network, and we benefit from roaming agreements with AT&T, other
Members of the AT&T Wireless Network and third-party operators of
wireless systems.

Network Operations

The effective operation of our network requires public switched
interconnection and backhaul agreements with other communications providers,
long distance interconnection, the implementation of roaming arrangements, the
development of network monitoring systems and the implementation of
information technology systems.

Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic between our network and both the local exchange and long distance
carriers. We have signed agreements with numerous carriers.

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

Roaming. Through our arrangements with AT&T and via the use of multi-mode
handsets, our customers have roaming capabilities on AT&T's wireless network.
Further, we have established roaming agreements with third-party carriers at
preferred pricing, including in-region roaming agreements covering all of our
launched service areas.

Network Monitoring Systems. Our network monitoring systems provide around-
the-clock monitoring and maintenance of our entire network. Our network
monitoring center is equipped with sophisticated systems that constantly
monitor the status of all base stations and switches and recording network
traffic. The network monitoring systems provide continuous monitoring of
system quality for blocked or dropped calls, call clarity and evidence of
tampering, cloning or fraud. We designed our network monitoring center to
oversee the interface between customer usage, data collected at switch
facilities and our billing systems. We manage usage reports, feature
activation and related billing times on a timely and accurate basis. Our
network monitoring center is located in the Richmond, Virginia switching
center, and we also have back-up network monitoring center capabilities in our
Greenville, South Carolina switching center. In addition, we utilize
Ericsson's network operations center in Richardson, Texas for off-hour network
monitoring and dispatch, thereby providing constant network monitoring and
support.

Information Technology. We operate management information systems to handle
customer care, billing, network management and financial and administrative
services. These 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. We employ system
capabilities developed to allow over-the-air activation of handsets and to
implement fraud protection measures. We maintain stringent controls for both
voluntary and involuntary deactivations. We try to minimize subscriber
disconnections by:

. preactivation screening to identify any prior fraudulent or bad debt
activity;

. credit review; and

. call pattern profiling to identify needed activation and termination
policy adjustments.

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<PAGE>

These systems operate on a standardized application interface, which allows
us to deploy best of breed software packages. We have engaged a variety of
industry leaders to provide these management information systems, including:

<TABLE>
<CAPTION>
System Vendor
------ ------
<S> <C>
Billing.......................................... Convergys Corporation
Customer Care.................................... Integrated Customer Systems
Telephone/Call Center............................ Lucent Technologies, Inc.
Fraud Detection.................................. Systems Link
Activation....................................... Aldiscon
Point-of-Sale.................................... Lightbridge, Inc.
</TABLE>

We are developing a state-of-the-art database and reporting system, which
will also allow us to cross-link billing, marketing and customer care systems
to collect customer profile and usage information. We believe this information
provides us with the tools necessary to increase revenue through channel and
product profitability analysis and to reduce customer acquisition costs
through implementation of more effective marketing strategies.

Time Division Multiple Access Digital Technology

We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal
communications services and cellular frequencies, including both analog and
digital cellular. This technology allows for enhanced services and features
over other technologies, such as short-messaging, extended battery life, added
call security and improved voice quality, and its hierarchical cell structure
enables us to enhance network coverage with lower incremental investment
through the deployment of micro, as opposed to full-size, cell sites. This
will enable us to offer customized billing options and to track billing
information per individual cell site, which is practical for advanced wireless
applications such as wireless local loop and wireless office applications. In
addition, time division multiple access technology allows three times the
capacity of analog systems.

Time division multiple access digital technology is the digital technology
choice of two of the three largest wireless communications companies in the
United States, AT&T and SBC Communications. This technology served an
estimated 19 million subscribers worldwide and nine million subscribers in
North America as of December 31, 1998, according to the Universal Wireless
Communications Consortium, an association of time division multiple access
service providers and manufacturers. We believe that the increased volume of
time division multiple access users has increased the probability that this
technology will remain an industry standard. Time division multiple access
equipment is available from leading telecommunication vendors such as Lucent,
Ericsson and Northern Telecom, Inc. See "Risk Factors--Our technological
infrastructure could become obsolete, resulting in costly upgrades or
replacement."

Competition

We compete directly with at least two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. The principal cellular
competitors in our region include Bell Atlantic Corporation, BellSouth
Corporation, ALLTEL Corporation and GTE Corporation. These cellular providers
have an infrastructure in place and have been operational for a number of
years, and some of these competitors have greater financial and technical
resources than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies employed by
these competitors are code division multiple access and global system for
mobile communications, two competing digital wireless standards.

We will also compete with personal communications services license holders
in each of our markets. We believe that the ownership of other personal
communications services licenses in our licensed area is fragmented.

44
<PAGE>

However, Sprint Corporation and BellSouth, among others, hold licenses that
overlap large portions of our licensed area. We believe that most personal
communications services license holders have not commenced the roll-out of
their networks in our licensed area. However, we expect to compete directly
with one or more personal communications service providers in each of our
markets in the future. See "The Wireless Communications Industry--Regulation."

We also expect to face competition from other existing communications
technologies such as specialized mobile radio and enhanced specialized mobile
radio, which is currently employed by Nextel Communications, Inc. in our
licensed area. Although the FCC originally created specialized mobile radio as
a non-interconnected service principally for fleet dispatch, in the last
decade it has liberalized the rules to permit enhanced specialized mobile
radio, which can offer services that are functionally equivalent to cellular
and personal communications services and may be less expensive to build and
operate than personal communications services systems.

The FCC requires all cellular and personal communications services
licensees to provide service to resellers. A reseller provides wireless
service to customers but does not hold an FCC license or own facilities.
Instead, the reseller buys blocks of wireless telephone numbers and capacity
from a licensed carrier and resells service through its own distribution
network to the public. Thus, a reseller is both a customer of a wireless
licensee's services and a competitor of that licensee. Several small resellers
currently compete with us in our licensed area. Several years ago, the FCC
initiated an administrative proceeding seeking comments on whether resellers
should be permitted to install separate switching facilities in cellular
systems. Although it tentatively concluded it would not require
interconnection, this issue is still pending at the FCC. The FCC is also
considering whether resellers should receive direct assignments of telephone
numbers from the North American Numbering Plan Administrator. With respect to
personal communications services licensees, the resale obligations terminate
five years after the last group of initial licenses of currently allotted
personal communications services spectrum were awarded. Accordingly, our
resale obligations end on November 24, 2002. We have also agreed to permit
AT&T to resell our services. See "Certain Relationships and Related
Transactions--The AT&T Agreements--Resale Agreement."

The FCC is likely to offer additional spectrum for wireless mobile licenses
in the future. Some applicants have received and others are seeking FCC
authorization to construct and operate global satellite networks to provide
domestic and international mobile communications services from geostationary
and low-earth-orbit satellites. One such system, the Iridium system, began
commercial operations in 1998. We anticipate that market prices for two-way
wireless 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, coast-to-coast digital wireless
network through our AT&T joint venture, contiguous presence providing an
expanded home-rate billing area and local presence in secondary markets to
combat potential competition. We expect that our extensive digital network,
once deployed, will provide cost-effective means to react effectively to any
price competition. See "Risk Factors--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacements."

Intellectual Property

The AT&T globe design logo is a service mark owned by AT&T and registered
with the United States Patent and Trademark Office. Under the terms of our
license agreement with AT&T, we use the AT&T globe design logo and certain
other service marks of AT&T royalty-free in connection with marketing,
offering and providing licensed services to end-users and resellers within our
licensed area. The license agreement also grants us the right to use the
licensed marks on certain permitted mobile phones.

45
<PAGE>

Except in certain instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, licensed services under the licensed marks in our licensed area. In
all other instances, AT&T reserves for itself and its affiliates the right to
use the licensed marks in providing its services, subject to its exclusivity
obligations described above, whether within or outside of our licensed area.

The license agreement contains numerous restrictions with respect to the
use and modification of any of the license marks. See "Certain Relationships
and Related Transactions--The AT&T Agreements--License Agreement."

We have entered into agreements with TeleCorp PCS and Tritel PCS to adopt
and use a common regional brand name, SunCom. Under these agreements, we have
formed the Affiliate Licensing Company with TeleCorp PCS and Tritel PCS for
the purpose of sharing ownership of and maintaining the SunCom brand name.
Each of the companies shares equally in the ownership of the SunCom brand name
and the responsibility of securing protection for the SunCom brand name in the
United States Patent and Trademark Office, enforcing our rights in the SunCom
brand name against third parties and defending against potential claims
against the SunCom brand name. The agreements provide parameters for each
company's use of the SunCom brand name, including certain quality control
measures and provisions in the event that any one of these company's licensing
arrangements with AT&T is terminated.

An application for registration of the SunCom brand name was filed in the
United States Patent and Trademark Office on September 4, 1998, and the
application is pending. The Affiliate Licensing Company owns the application
for the SunCom brand name. The application has undergone a preliminary
examination at the United States Patent and Trademark Office, and no pre-
existing registrations or applications were raised as a bar or potential bar
to the registration of the SunCom brand name.

We also filed an application for registration of the m-net Technology
trademark, relating to our multi-mode handsets, in the United States Patent
and Trademark Office on October 19, 1998, and the application is pending. We
are the sole owner of the application for the m-net Technology trademark. The
application has undergone a preliminary examination at the United States
Patent and Trademark Office, and no pre-existing registrations or applications
were raised as a bar or potential bar to the registration of the m-net
Technology trademark.

Employees

As of June 30, 1999, we had 664 employees. We believe our relations with
our employees are good.

Properties

Triton maintains its executive offices in Malvern, Pennsylvania. We also
maintain two regional offices in Richmond, Virginia and Charleston, South
Carolina.

Legal Proceedings

We are not a party to any lawsuit or proceeding which, in management's
opinion, is likely to have a material adverse effect on our business or
operations.

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<PAGE>

THE WIRELESS COMMUNICATIONS INDUSTRY

Overview

Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, 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, cellular
telephone and enhanced specialized mobile radio services. Historically, the
FCC licenses these applications, each of which operates in a distinct radio
frequency block.

Since its introduction in 1983, wireless service has grown dramatically.
The following chart illustrates the annual growth in United States wireless
customers through December 31, 1997:

<TABLE>
<CAPTION>
Wireless Industry Statistics(1) 1992 1993 1994 1995 1996 1997
- ------------------------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Total service revenues (in
billions)..................... $ 7.8 $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5
Subscribers at year-end (in
millions)..................... 11.0 16.0 24.1 33.8 44.0 55.3
Subscriber growth.............. 46.0% 45.1% 50.8% 40.0% 30.4% 25.6%
Average monthly service revenue
per subscriber(2)............. $70.13 $67.13 $59.08 $54.91 $50.61 $46.11
Average monthly subscriber
revenue per subscriber(3)..... $61.40 $58.74 $51.48 $47.59 $44.66 $41.12
Penetration at year-end........ 4.4% 6.2% 9.4% 13.0% 16.3% 20.2%
</TABLE>
- --------
Source: Cellular Telecommunications Industry Association and Paul Kagan
Associates.
(1) Reflects domestic U.S. commercially operational cellular, enhanced
specialized mobile radio and personal communications services providers.
(2) Per subscriber revenue including roaming revenue.
(3) Per subscriber revenue excluding roaming revenue.

In the wireless communications industry, there are two principal services
licensed by the FCC for transmitting voice and data signals: cellular and
personal communications services. The FCC began auctioning personal
communications services spectrum between 1850-1990 MHz in late 1994 to be used
by personal communications services licensees to provide wireless
communications services. Personal communications services will initially
compete directly with existing cellular telephone, paging and specialized
mobile radio services. Personal communications services will also include
features that are not generally offered by cellular providers, such as data
transmissions to and from portable computers, advanced paging services and
facsimile services. In addition, wireless providers may offer mass market
wireless local loop applications in competition with wired local
communications services. See "--Regulation."

Cellular service is currently the predominant form of wireless voice
communications service available. The FCC has made available for cellular
service a portion of the radio spectrum from 824-894 MHz. Cellular systems
were originally analog-based systems, although digital technology has been
introduced in most markets. 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, such as mobile office applications including
facsimile, electronic mail and wireless connections to computer/data networks,
including the Internet.

Operation of Wireless Communications Systems

Wireless telecommunications service areas, whether cellular or personal
communications services, are divided into multiple cells. In both cellular and
personal communications services, each cell contains a transmitter, a receiver
and signaling equipment, which is the cell site. The cell site is connected by
microwave or

47
<PAGE>

landline telephone lines to a switch that uses computers to control the
operation of the cellular or personal communications services system for the
entire service area. The system controls the transfer of calls from cell to
cell as a subscriber's handset travels, coordinates calls to and from
handsets, allocates calls among the cells within the system and connects calls
to the local landline telephone system or to a long distance telephone
carrier. Wireless communications providers establish interconnection
agreements with local exchange carriers and inter-exchange carriers, thus
integrating their systems with the existing landline communications systems.

Because the signal strength of a transmission between a handset and a cell
site declines as the handset moves away from the cell site, the switching
office and the cell site monitor the signal strength of calls in progress.
When the signal strength of a call declines to a predetermined level, the
switching office may hand off the call to another cell site where the signal
strength is stronger. If a handset leaves the service area of a cellular or
personal communications services system, the call is disconnected unless there
is a technical connection with the adjacent system.

Analog cellular handsets are functionally compatible with cellular systems
in all markets within the United States. As a result, analog cellular handsets
may generally be used wherever a subscriber is located, as long as a cellular
system is operational in the area.

Although cellular and personal communications services systems use similar
technologies and hardware, they operate on different frequencies and may use
different technical and network standards. As a result, until the introduction
of dual-band/dual-mode handsets in June 1997, it was not possible for users of
one type of system to roam on a different type of system outside of their
service area, or to hand off calls from one type of system to another.

Personal communications services systems in the United States operate under
one of three principal digital signal transmission technologies, or standards,
that have been proposed by various operators and vendors for use in personal
communications services systems:

. time division multiple access;

. code division multiple access; or

. global system for mobile communications.

Time division multiple access and global system for mobile communications
are both time division-based standards, but are incompatible with each other
and with code division multiple access. Accordingly, a subscriber of a system
that utilizes time division multiple access technology is currently unable to
use a time division multiple access handset when traveling in an area not
served by time division multiple access-based personal communications services
operators, unless the subscriber carries a dual band/dual-mode or multi-mode
handset that permits the subscriber to use the analog or digital cellular
system in that area.

Regulation

The FCC regulates the licensing, construction, operation, acquisition and
sale of personal communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time to time, and
the associated rules, regulations and policies promulgated by the FCC.

Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are
used for two-way voice applications. Narrowband personal communications
services, in contrast, are for non-voice applications such as paging and data
service and are separately licensed. The FCC has segmented the United States
into personal communications services markets, resulting in 51 large regions
called major trading areas, which are comprised of 493 smaller

48
<PAGE>

regions called basic trading areas. The FCC awards two broadband personal
communications services licenses for each major trading area and four licenses
for each basic trading area. Thus, generally, six licensees will be authorized
to compete in each area. The two major trading area licenses authorize the use
of 30 MHz of spectrum. One of the basic trading area licenses is for 30 MHz of
spectrum, and the other three are for 10 MHz each. The FCC permits licensees
to split their licenses and assign a portion, on either a geographic or
frequency basis or both, to a third party. In this fashion, AT&T assigned us
20 MHz of its 30 MHz licenses covering our licensed area. Two cellular
licenses are also available in each market. Cellular markets are defined as
either metropolitan or rural service areas.

The FCC awards initial personal communications services licenses by
auction. Auctions began with the 30 MHz major trading area licenses and
concluded in 1998 with the last of the basic trading area licenses. However,
in March 1998, the FCC adopted an order that allowed troubled entities that
won personal communications services 30 MHz C-Block licenses at auction to
obtain financial relief from their payment obligations and to return some or
all of their C-Block licenses to the FCC for reauctioning. The FCC completed
the reauction of the returned licenses in April 1999. This action places
additional spectrum in the hands of our potential competitors. The FCC may
reauction other licenses that are returned by bidders or that are subject to
default.

Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services and cellular licensees,
no entity may hold attributable interests, generally 20% or more of the equity
of, or an officer or director position with, the licensee, in licenses for
more than 45 MHz of personal communications services, cellular and certain
specialized mobile radio services where there is significant overlap in any
geographic area. Significant overlap will occur when at least 10% of the
population of the personal communications services licensed service area is
within the cellular and/or specialized mobile radio service area(s). These
spectrum aggregation rules are subject to a pending FCC proceeding which could
revise or eliminate them.

All personal communications services licenses have a 10-year term, at the
end of which they must be renewed. The FCC will award a renewal expectancy to
a personal communications services licensee that has:

. provided substantial service during its past license term; and

. has substantially complied with applicable FCC rules and policies and
the Communications Act.

Cellular radio licenses also generally expire after a 10-year term in the
particular market and are renewable for periods of 10 years upon application
to the FCC. Licenses may be revoked for cause and license renewal applications
denied if the FCC determines that a renewal would not serve the public
interest. FCC rules provide that competing renewal applications for cellular
licenses will be considered in comparative hearings, and establish the
qualifications for competing applications and the standards to be applied in
hearings. Under current policies, the FCC will grant incumbent cellular
licenses the same renewal expectancy granted to personal communications
services licensees.

All personal communications services licensees must satisfy coverage
requirements. In our case, we must construct facilities that offer coverage to
one-third of the population of our service area within five years of the
original license grants to AT&T and to two-thirds of the population within ten
years. Licensees that fail to meet the coverage requirements may be subject to
forfeiture of the license. Our cellular license, which covers the Myrtle Beach
area, is not subject to coverage requirements.

For a period of up to five years, subject to extension, after the grant of
a personal communications services license, a licensee will be required to
share spectrum with existing licensees that operate certain fixed microwave
systems within its license area. To secure a sufficient amount of unencumbered
spectrum to operate our personal communications services systems efficiently
and with adequate population coverage, we have relocated two of these
incumbent licensees and will need to relocate two more licensees. In an effort
to balance the competing interests of existing microwave users and newly
authorized personal communications services licensees, the FCC has adopted:

. a transition plan to relocate such microwave operators to other spectrum
blocks; and

49
<PAGE>

. a cost sharing plan so that if the relocation of an incumbent benefits
more than one personal communications services licensee, those licensees
will share the cost of the relocation.

Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period.
For public safety entities that dedicate a majority of their system
communications to police, fire or emergency medical services operations, the
voluntary negotiation period is three years, with an additional two-year
mandatory negotiation period. In 1998 the FCC shortened the voluntary
negotiation period by one year, without lengthening the mandatory negotiation
period, for non-public safety personal communications services licensees in
the C, D, E and F Blocks. Parties unable to reach agreement within these time
periods may refer the matter to the FCC for resolution, but the incumbent
microwave user is permitted to continue its operations until final FCC
resolution of the matter. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining microwave incumbents in the personal
communications services spectrum will be responsible for the costs of
relocating to alternate spectrum locations. Our cellular license is not
encumbered by existing microwave licenses.

Personal communications services and cellular systems are subject to
certain FAA regulations governing the location, lighting and construction of
transmitter towers and antennas and may be subject to regulation under Federal
environmental laws and the FCC's environmental regulations. State or local
zoning and land use regulations also apply to our activities. We expect to use
common carrier point to point microwave facilities to connect the transmitter,
receiver, and signaling equipment for each personal communications services or
cellular cell, the cell sites, and to link them to the main switching office.
The FCC licenses these facilities separately and they are subject to
regulation as to technical parameters and service.

The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications
services and cellular service. The FCC does not regulate commercial mobile
radio service or private mobile radio service rates.

Transfer and Assignments of Cellular and Personal Communications Services
Licences. The Communications Act and FCC rules require the FCC's prior
approval of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has
established transfer disclosure requirements that require licensees who assign
or transfer control of a personal communications services license within the
first three years of their license terms to file associated sale contracts,
option agreements, management agreements or other documents disclosing the
total consideration that the licensee would receive in return for the transfer
or assignment of its license. Non-controlling interests in an entity that
holds an FCC license generally may be bought or sold without FCC approval
subject to the FCC's spectrum aggregation limits. However, we may require
approval of the Federal Trade Commission and the Department of Justice, as
well as state or local regulatory authorities having competent jurisdiction,
if we sell or acquire personal communications services or cellular interests
over a certain size.

Foreign Ownership. Under existing law, no more than 20% of an FCC
licensee's capital stock may be owned, directly or indirectly, or voted by
non-U.S. citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If an FCC licensee is controlled
by another entity, as is the case with our ownership structure, up to 25% of
that entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a
foreign corporation. Foreign ownership above the 25% level may be allowed
should the FCC find such higher levels not inconsistent with the public
interest. The FCC has ruled that higher levels of foreign ownership, even up
to 100%, are presumptively
consistent with the public interest with respect to investors from certain
nations. If our foreign ownership were to exceed the permitted level, the FCC
could revoke our FCC licenses, although we could seek a declaratory ruling
from the FCC allowing the foreign ownership or take other actions to reduce
our foreign ownership percentage in order to avoid the loss of our licenses.
We have no knowledge of any present foreign ownership in violation of these
restrictions.

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<PAGE>

Recent Industry Developments. The FCC has announced rules for making
emergency 911 services available by cellular, personal communications services
and other commercial mobile radio service providers, including enhanced 911
services that provide the caller' s telephone number, location and other
useful information. The original timetable required commercial mobile radio
services providers:

. to be able to process and transmit 911 calls without call validation,
including those from callers with speech or hearing disabilities, by
late 1997;

. to take actions enabling them to relay a caller's automatic number
identification and cell site by mid-1998; and

. by 2001 to be able to identify the location of a 911 caller within 125
meters in 67% of all cases.

The FCC is currently considering a revised implementation schedule for
these requirements. The FCC has granted waivers of the requirement to provide
911 service to users with speech or hearing disabilities to various providers,
and we have obtained a waiver. On June 9, 1999, the FCC also adopted rules
designed to ensure that analog cellular calls to 911 are completed. These
rules, which do not apply to digital cellular service or to personal
communications services, give each cellular provider a choice of three ways to
meet this requirement. State actions incompatible with the FCC rules are
subject to preemption.

On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of
Appeals for the Eighth Circuit, on January 25, 1999, the United States Supreme
Court reversed the Eighth Circuit and upheld the FCC in all respects material
to our operations. On June 10, 1999, the Eighth Circuit issued an order
requesting briefs on certain issues it did not address in its earlier order,
including the pricing regime for interconnection. While appeals have been
pending, the rationale of the FCC' s order has been adopted by many states'
public utility commissions, with the result that the charges that cellular and
personal communications services operators pay to interconnect their traffic
to the public switched telephone network have declined significantly from pre-
1996 levels.

In its implementation of the Telecommunications Act, the FCC established
federal universal service requirements that affect commercial mobile radio
service operators. Under the FCC' s rules, commercial mobile radio service
providers are potentially eligible to receive universal service subsidies for
the first time; however, they are also required to contribute to both federal
and state universal service funds. Many states are also moving forward to
develop state universal service fund programs. A number of these state funds
require contributions, varying greatly from state to state, from commercial
mobile radio service providers. On July 30, 1999, the United States Court of
Appeals for the Fifth Circuit in New Orleans affirmed most of the aspects of
the FCC's universal service programs that are relevant to Triton.

On August 1, 1996, the FCC released a report and order expanding the
flexibility of cellular, personal communications services and other commercial
mobile radio service providers to provide fixed as well as mobile services.
Such fixed services include, but need not be limited to, wireless local loop
services, for example, to apartment and office buildings, and wireless backup
to private branch exchange or switchboards and local area networks, to be used
in the event of interruptions due to weather or other emergencies. The FCC has
not yet decided how these services should be regulated, but it has proposed a
presumption that they be regulated as commercial mobile radio service
services.

The FCC has adopted rules on telephone number portability that will enable
customers to migrate their landline and cellular telephone numbers to cellular
or personal communications services providers and from a cellular or personal
communications services provider to another service provider. On February 8,
1999, the FCC extended the deadline for compliance with this requirement to
November 24, 2002, subject to any later determination that number portability
is necessary to conserve telephone numbers. The FCC has also adopted

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<PAGE>

rules requiring cellular and personal communications services providers to
provide functions to facilitate electronic surveillance by law enforcement
officials and has proposed to adopt certain additional obligations furthering
provision of these functions. Representatives of the cellular and personal
communications services industry are challenging the surveillance rules.

The FCC has determined that the interstate, interexchange offerings,
commonly referred to as long distance, of commercial mobile radio service
providers are subject to the interstate, interexchange rate averaging and
integration provisions of the Communications Act. Rate averaging requires us
to average our interstate long distance commercial mobile radio service rates
between high cost and urban areas. The FCC has delayed implementation of the
rate integration requirements with respect to wide area rate plans we offer
pending further reconsideration of its rules. The FCC also delayed the
requirement that there be commercial mobile radio service long distance rate
integration among commercial mobile radio service affiliates. On December 31,
1998, the FCC reaffirmed, on reconsideration, that its interexchange rate
integration rules apply to interexchange commercial mobile radio service
services. The FCC announced it would initiate a further proceeding to
determine how integration requirements apply to typical commercial mobile
radio service offerings, including single-rate plans. Until this further
proceeding is concluded, the FCC will enforce long distance rate integration
on our services only where we separately state a long distance toll charge and
bill to our customers. To the extent that we offer services subject to the
FCC' s rate integration and averaging requirements, these requirements
generally reduce our pricing flexibility. We cannot assure you that the FCC
will decline to impose rate integration or averaging requirements on us or
decline to require us to integrate our commercial mobile radio service long
distance rates across our commercial mobile radio service affiliates.

The FCC recently adopted new rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The FCC has received
numerous petitions for reconsideration of its customer proprietary network
information rules, the majority of them from commercial mobile radio service
providers. The FCC has stayed portions of its rules that relate to how
telecommunications carriers identify customer proprietary network information
that a customer has restricted, particularly the portion of the rules that
requires all carriers to develop an electronic auditing and compliance system.
This stay will extend for six months after the date that the customer
proprietary network information rules are reconsidered. We do not anticipate
that the rules will result in a significant adverse impact on our financial
position, results of operation or liquidity.

In addition, state commissions have become increasingly aggressive in their
efforts to conserve numbering resources. These efforts may impact wireless
service providers disproportionately by imposing additional costs or limiting
access to numbering resources. Examples of state conservation methods include:

. number pooling;

. number rationing; and

. transparent overlays.

Number pooling is especially problematic for wireless providers because it
is dependent on number portability technology. In addition, the FCC has
rejected transparent overlays, although that decision is subject to petitions
for reconsideration before the FCC. On June 2, 1999, the FCC released a notice
of proposed rulemaking soliciting comments on a variety of administrative and
technical measures that would promote more efficient allocation and use of
numbering resources. Adoption of some of the proposed methods could have a
disproportionate impact on commercial mobile radio services providers.

The FCC is also considering adopting rules to govern customer billing by
commercial mobile radio services providers. The FCC adopted billing rules for
landline telecommunications service providers and is considering whether to
extend those rules to commercial mobile radio services providers. The FCC may
require that more billing detail be provided to consumers, which could add to
the expense of the billing process as systems are modified to conform to any
new requirements. Adoption of some of the FCC' s proposals could increase the
complexity of our billing processes and restrict our ability to bill customers
for services in the most commercially advantageous way.

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<PAGE>

The FCC has adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. While the text of the order has not been released, public
statements indicate that the order will require telecommunications services
providers, including Triton, to offer equipment and services that are
accessible to and useable by persons with disabilities, if that equipment can
be made available without much difficulty or expense. While we do not expect
that the final rules will have a material adverse effect on our business,
until the text of the order and the rules are released, we cannot assure you
that the final rules may not require us to make material changes to our
network, product line, or services.

In June 1999, the FCC initiated an administrative rulemaking proceeding to
help facilitate the offering of calling party pays as an optional wireless
service. Under the calling party pays service, the party placing the call to a
wireless customer pays the wireless airtime charges. Most wireless customers
in the United States now pay both to place calls and to receive them. Adoption
of a calling party pays system on a widespread basis could make commercial
mobile radio service providers more competitive with traditional landline
telecommunications providers for the provision of regular telephone service.

State Regulation and Local Approvals

The states in which we operate do not regulate wireless service at this
time; however, before we offer service in Kentucky, we will need to register
with the state and file an informational tariff. In the 1993 Budget Act,
Congress gave the FCC the authority to preempt states from regulating rates or
entry into commercial mobile radio service, including cellular and personal
communications services. The FCC, to date, has denied all state petitions to
regulate the rates charged by commercial mobile radio service providers.
States may, however, regulate the other terms and conditions of commercial
mobile radio service. The siting of cells also remains subject to state and
local jurisdiction, although the FCC is considering issues relating to siting
in a pending rulemaking. States also may require wireless service providers to
charge and collect from their customers fees such as the fee for state
emergency 911 services programs.

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<PAGE>

MANAGEMENT

Executive Officers and Directors

The table below sets forth certain information regarding the directors and
executive officers of Triton and certain executive officers of Triton' s
subsidiaries.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael Kalogris.................. 50 Chairman of the Board of Directors and
Chief Executive Officer
Steven Skinner.................... 57 President, Chief Operating Officer and
Director
Clyde Smith....................... 59 Executive Vice President and Chief
Technical Officer
David Clark....................... 35 Senior Vice President, Chief Financial
Officer and Secretary
Steven McNulty.................... 45 President and General Manager of the Mid-
Atlantic Region
Michael Mears..................... 44 President and General Manager of the
Southern Region
Scott Anderson.................... 41 Director
John Beletic...................... 47 Director
Arnold Chavkin.................... 48 Director
Mary Hawkins-Key.................. 48 Director
John Watkins...................... 37 Director
</TABLE>

Michael Kalogris has served as Chairman and Chief Executive Officer of
Triton since its inception. Mr. Kalogris was previously President and Chief
Executive Officer of Horizon Cellular Group, which he joined October 1, 1991.
Under Mr. Kalogris' leadership, Horizon Cellular Group became the fifth
largest independent non-wireline company in the United States, specializing in
suburban markets and small cities encompassing approximately 3.2 million
potential customers, and was sold for approximately $575.0 million. Before
joining Horizon Cellular Group, Mr. Kalogris served as President and Chief
Executive Officer of Metrophone of Philadelphia, a non-wireline wireless
carrier. Comcast Corporation acquired Metrophone for over $1.1 billion. Prior
to joining Metrophone, Mr. Kalogris worked at IBM. Mr. Kalogris is chairman of
the advisory committee of Triton Cellular Partners, L.P., a cellular service
provider, and is a member of the board of directors of General Magic, Inc. Mr.
Kalogris is also a member of the board of directors of the Cellular Telephone
Industry Association and is a member of its public policy committee.

Steven Skinner has served as President, Chief Operating Officer and a
Director of Triton since its inception. Mr. Skinner previously served as the
Vice President of Operations and Chief Operating Officer of Horizon Cellular
Group beginning in May of 1993. From March 1992 to May 1993, Mr. Skinner
served as Vice President of Acquisitions for Horizon Cellular Group. From
January 1991 to March 1992, he served as a consultant in the area of cellular
acquisitions to Norwest Venture Capital Management, Inc. and others. From
August 1987 to January 1991, he served as President and General Manager of
Houston Cellular Telephone Company. Before 1987, he served as a General
Manager of Cybertel, Inc., a non-wireline carrier serving St. Louis. Mr.
Skinner has also been active in the National CellularOne Group, most recently
acting as Chairman of the Advisory Committee. Mr. Skinner is vice-chairman of
the advisory committee of Triton Cellular Partners, L.P.

Clyde Smith has served as the Executive Vice President and Chief Technical
Officer of Triton since January 1998. Mr. Smith previously served as Vice
President and Chief Technical Officer of ALLTEL Communications Inc. from
January 1993 to January 1998, where he oversaw the expansion and migration of
its wireless network to include digital and wireless data technologies. Before
joining ALLTEL, Mr. Smith served as Director of Wireless Technologies for Bell
Atlantic Mobile Systems, where he was responsible for the evaluation of new
technologies. Mr. Smith is active in industry organizations, having served as
the Chairman of the CTIA Chief Technical Officers Forum. In addition, Mr.
Smith served as Secretary/Treasurer of the Code Division Multiple Access
Development Group.

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<PAGE>

David Clark has served as Senior Vice President, Chief Financial Officer
and Secretary of Triton since its inception. Before joining Triton, he was a
Managing Director at Furman Selz L.L.C. specializing in communications
finance, which he joined in March 1996. Prior to joining Furman Selz, Mr.
Clark spent over ten years at Citibank N.A. and Citicorp Securities Inc. as a
lending officer and a high yield finance specialist. Mr. Clark is also the
Chief Financial Officer of Triton Cellular Partners, L.P.

Steven McNulty has served as President and General of Triton's Mid-Atlantic
region since July 1998. Before joining Triton, he was Vice President
Central/West Operations with United States Cellular in Chicago, Illinois. Mr.
McNulty previously served as Vice President of Marketing for ALLTEL
Communications from January 1994 to June 1998.

Michael Mears has served as President and General Manager of Triton's
Southern region since its inception. Mr. Mears previously served as the Vice
President and General Manager of American Telecommunications Inc. from June
1995 until April 1997. Before that, Mr. Mears was the Regional and Area
General Manager of GTE Corp., serving in that capacity from October 1992 to
June 1995. From 1986 to 1992, Mr. Mears served as Regional and Area General
Manager for Providence Journal Co.

Scott Anderson has served as a Director of Triton since February 1998. He
is currently a member of the board of directors of TeleCorp PCS, Tritel
Communications, Tegic Corp. and Xypoint and a principal of Cedar Grove
Partners, LLC. and Cedar Grove Investments. Mr. Anderson was previously Senior
Vice President for Acquisitions and Development at AT&T Wireless Services,
Inc., formerly McCaw Cellular Communications, Inc., which he joined in 1986,
and a director of Horizon Cellular Group.

John Beletic has served as a Director of Triton since February 1998. Mr.
Beletic currently serves as Chairman and Chief Executive Officer of Pagemart
Wireless Inc., which he joined in March 1992. He also serves as a director of
Pulsepoint Communications, Inc., PCIA and President of the Paging Leadership
Association.

Arnold Chavkin has served as a Director of Triton since February 1998. Mr.
Chavkin is also a member of the advisory board of Triton Cellular and a
director of American Radio Systems Corp., American Tower Systems, Bell Sports
Corporation, Patina Oil & Gas Corporation, R&B Falcon Corporation, Wireless
One, Inc. and U.S. Silica Company. He also serves on the Advisory Investment
Boards of Richina Group, the Indian Private Equity Fund and the Southeast
Asian Investment Fund. Mr. Chavkin has been a General Partner of Chase Capital
Partners since January 1992. Prior to joining Chase Capital Partners, he was a
member of Chemical Bank's merchant banking group and a generalist in its
corporate finance group specializing in mergers and acquisitions and private
placements for the energy industry.

Mary Hawkins-Key has served as a Director of Triton since January 1999. Ms
Hawkins-Key is the Senior Vice President of Partnership Operations for AT&T
Wireless Services. Ms. Hawkins-Key joined AT&T Wireless in 1995. She is a
director of TeleCorp PCS and a member of the partner committee for CMT
Partners.

John Watkins has served as a Director of Triton since February 1998. Mr.
Watkins serves as a member of the advisory board of FrontierVision Partners
L.P. and Triton Cellular. Mr. Watkins is also a Managing Director and an
officer of J.P. Morgan Capital Corporation. Previously, Mr. Watkins was a
director of Horizon Cellular Group, Prism Radio Partners, L.P. and Inference
Corp.

Audit Committee

Our audit committee consists of Mr. Anderson, as chairman, Mr. Chavkin and
Ms. Hawkins-Key.

Compensation Committee

Our compensation committee consists of Mr. Beletic, as chairman, Mr.
Chavkin and Mr. Watkins.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee include Mr. Chavkin, who is a
general partner of Chase Capital Partners, and Mr. Watkins, a managing
director of J.P. Morgan Capital Corporation. See "Certain Relationships and
Related Transactions" for a description of various transactions between
affiliates of these entities and Triton.

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<PAGE>

Compensation of Directors

The non-independent members and the AT&T member of the board of directors
do not receive cash compensation for service on the board, although they are
reimbursed for certain out-of-pocket expenses in connection with attendance at
board meetings. Our independent directors receive compensation of $10,000 per
year, plus $1,000 for each meeting they attend in person and $500 for each
meeting they attend via conference call, as well as shares of our common stock
awarded to them under our Amended and Restated Common Stock Trust Agreement
for Management Employees and Independent Directors, dated June 26, 1998. See
"--Executive Compensation."

On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and an
officer, under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

Executive Compensation

The following table presents information concerning the compensation we
paid for the years ended December 31, 1997 and 1998 to our Chief Executive
Officer and to each of our other executive officers.

Several executive officers were issued shares of restricted stock in
connection with the consummation of our joint venture with AT&T, the Norfolk
acquisition, the Myrtle Beach acquisition and the license exchange with AT&T.
In addition, several executive officers were issued restricted stock under the
amended and restated common stock trust agreement for management employees and
independent directors dated June 26, 1998. Approximately 0.7% of our total
outstanding common stock is currently held in trust under this common stock
trust agreement of which Michael Kalogris is the trustee. The trustee is
required to distribute stock to management employees and independent directors
as directed in writing by us. Our compensation committee of the board of
directors determines at its discretion which persons shall receive awards and
the amount of such stock awards. We are currently considering implementing an
incentive stock option plan which would provide that common stock held under
the common stock trust agreement would be issued upon the exercise of granted
stock options. See "-- Stock Option Plan." The shares issued in connection
with the consummation of our joint venture with AT&T, the Norfolk and Myrtle
Beach acquisitions and under the amended and restated common stock trust
agreement had nominal value at the date of issuance, and, therefore, no
amounts are reported as compensation in the table below. The restricted shares
vest in equal installments over a five-year period from the date of issuance.
As of December 31, 1998, Messrs. Kalogris, Skinner, Clark, Smith and Mears
held approximately 96,645 shares, 72,484 shares, 8,054 shares, 4,295 shares
and 2,685 shares, respectively, of restricted stock.

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<PAGE>

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------- -----------------------
Restricted
Stock All Other
Name Principal Position Year Salary Bonus Award Compensation
---- -------------------------- ---- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael Kalogris........ Chairman of the Board of 1998 $350,000 $350,000 -- --
Directors and Chief 1997 228,619 350,000 -- --
Executive Officer
Steven Skinner.......... President and Chief 1998 $225,000 $225,000 -- --
Operating Officer 1997 148,712 225,000 -- --
Clyde Smith............. Executive Vice President 1998 $205,051 $220,000 -- --
and Chief Technical 1997 N/A N/A N/A N/A
Officer
David Clark............. Senior Vice President, 1998 $190,000 $190,000 -- 83,188(1)
Chief Financial Officer 1997 122,243 165,000
and Secretary
Michael Mears........... President and General 1998 $158,667 $115,000 -- --
Manager of the Southern 1997 N/A N/A N/A N/A
Region
</TABLE>
- --------
(1) Consists of relocation and related expenses.

Long-Term Incentive Plans--Awards in Last Fiscal Year

<TABLE>
<CAPTION>
Performance Or
Number of Other Period
Shares, Units or Until Maturation
Name Other Rights(1) or Payout
---- ---------------- ----------------
<S> <C> <C>
Michael Kalogris.............................. 107,383.60 2003
Steven Skinner................................ 80,537.70 2003
Clyde Smith................................... 4,295.34 2003
David Clark................................... 8,053.77 2003
Michael Mears................................. 2,684.59 2003
</TABLE>
- --------
(1) Consists of restricted shares of our common stock awarded during 1998 that
vest over a five-year period commencing February 4, 1998. A significant
portion of these shares remain subject to forfeiture at December 31, 1998.
See "Principal Stockholders."

Employment Agreements

Michael Kalogris

On February 4, 1998, we entered into an employment agreement with Michael
Kalogris, chairman of our board of directors and Chief Executive Officer. Mr.
Kalogris' employment agreement has a term of five years unless the agreement
is terminated earlier by either Mr. Kalogris or us. Mr. Kalogris may terminate
his employment agreement:

. at any time at his sole discretion upon 30 days' prior written notice;
and

. immediately, upon written notice for good reason, which includes:

(a) if there is a change of control, as defined in the employment
agreement;

(b) if Mr. Kalogris is demoted, removed or not re-elected as chairman
of our board of directors. However, after the date of this
offering, so long as Mr. Kalogris remains a member of our board

57
<PAGE>

of directors and our Chief Executive Officer, it is not considered
good reason if Mr. Kalogris is no longer Chairman of our board of
directors;

(c) there is a material diminishment of Mr. Kalgoris' responsibilities,
duties or status and that diminishment is not rescinded within 30
days after receiving written notice of the diminishment;

(d) we fail to pay or provide benefits to Mr. Kalogris when due and do
not cure that failure within 10 days of receiving written notice of
that failure;

(e) we relocate our principal offices more than 30 miles from Malvern,
Pennsylvania without the consent of Mr. Kalgoris; or

(f) we purport to terminate Mr. Kalogris for cause for any reason other
than those permitted as for cause reasons under the employment
agreement.

We may terminate Mr. Kalogris' employment agreement:

. at any time, upon written notice, without cause at our sole discretion;

. for cause; or

. upon the death or disability of Mr. Kalogris.

If Mr. Kalogris terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Kalogris is entitled to receive the following severance
benefits:

. $1.0 million;

. up to an additional $0.5 million if he is unable to secure employment in
a senior executive capacity by the second anniversary of the date of
termination;

. the vesting of some of his unvested shares as follows:

(a) if the termination occurs before February 4, 2001, 50% of all
shares of common stock that are unvested under the employment
agreement as of such date will vest,

(b) if the termination occurs between February 4, 2001 and February 3,
2002, 25% of the unvested shares will vest, and

We will also allow Mr. Kalogris to participate in all health, dental,
disability and other benefit plans maintained by us for a period of two years
following the date of termination of the employment agreement.

If Mr. Kalogris' employment is terminated on or after the initial five-year
term of the employment agreement or due to our failure to renew the agreement,
we will pay him a severance benefit in the amount of his base salary at that
time. Mr. Kalogris' employment agreement provides for an initial annual base
salary of $350,000, subject to annual increases at the discretion of the
compensation committee of the board of directors, and an annual bonus in an
amount up to 100% of his base salary based on our performance. Mr. Kalogris is
also entitled to acquire shares of our Series C preferred stock under a stock
purchase plan that may be created under the terms of the employment agreement
and is required to invest 30% of any amounts he receives on account of an
annual bonus in excess of 50% of his base salary toward the purchase of such
shares.

In the event of any change of control, regardless of whether Mr. Kalogris
terminates the employment agreement, all of his previously unvested shares
will vest immediately.

58
<PAGE>

Steven Skinner

On February 4, 1998, we entered into an employment agreement with Steven
Skinner, our President and Chief Operating Officer. The employment agreement
has a term of five years unless terminated earlier by either Mr. Skinner or
us. Mr. Skinner may terminate his employment agreement:

. at any time at his sole discretion upon 30 days' prior written notice;
and

. immediately, upon written notice for good reason, which includes:

(a) if there is a change of control, as defined in the employment
agreement;

(b) if Mr. Skinner is demoted, removed or, before the date of this
offering, not re-elected to our board of directors;

(c) there is a material diminishment of Mr. Skinner's responsibilities,
duties or status and that diminishment is not rescinded within 30
days after receiving written notice of the diminishment;

(d) we fail to pay or provide benefits to Mr. Skinner when due and do
not cure that failure within 10 days of receiving written notice of
that failure;

(e) we relocate our principal offices more than 30 miles from Malvern,
Pennsylvania without the consent of Mr. Skinner; or

(f) we purport to terminate Mr. Skinner for cause for any reason other
than those permitted as for cause reasons under the employment
agreement.

We may terminate the employment agreement:

. at any time, upon written notice, at our sole discretion;

. for cause; or

. upon the death or disability of Mr. Skinner.

If Mr. Skinner terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Skinner is entitled to receive the following severance
benefits:

. $675,000;

. up to an additional $337,500 if he is unable to secure employment in a
senior executive capacity by the second anniversary date of the
termination of the agreement;

. the vesting of some of his unvested shares as follows:

(a) if the termination occurs before February 4, 2001, 50% of all
shares of common stock that are unvested under the employment
agreement as of that date will vest,

(b) if the termination occurs between February 4, 2001 and February 3,
2002, 25% of the unvested shares will vest, and

. we will allow Mr. Skinner to participate in all health, dental,
disability and other benefit plans maintained by us for a period of two
years following the date of termination of the agreement.

If Mr. Skinner's employment is terminated on or after the initial five-year
term of the employment agreement, or due to our failure to renew the
employment agreement, we will pay Mr. Skinner a severance benefit in the
amount of his base salary at that time. Mr. Skinner's employment agreement
provides for an initial annual base salary of $225,000, subject to annual
increases at the discretion of the compensation committee of the board of
directors, and an annual bonus in an amount up to 100% of his base salary
based on our performance. Mr.

59
<PAGE>

Skinner is also entitled to acquire shares of our Series C preferred stock
under a stock purchase plan and is required to invest 30% of any amounts he
receives on account of an annual bonus in excess of 50% of his base salary
toward the purchase of such shares.

In the event of any change of control, regardless of whether Mr. Skinner
terminates the employment agreement, all of his previously unvested shares
will vest immediately.

Clyde Smith

On January 8, 1998, we entered into an employment agreement with Clyde
Smith, Executive Vice President and Chief Technical Officer of Triton. The
employment agreement has a term of five years unless terminated earlier by
either Mr. Smith or us. Mr. Smith may terminate the employment agreement:

. at any time at his sole discretion upon 60 days' prior written notice;
and

. upon 60 days' written notice, for good reason, which means that our
employment of each of Michael Kalogris and Steve Skinner has been
terminated during the five-year period.

We may terminate the employment agreement:

. at any time, upon 60 days' written notice, at our sole discretion;

. for cause, as defined in the employment agreement;

. upon Mr. Smith's death; or

. a specified period of disability, as described in the employment
agreement.

If Mr. Smith terminates the employment agreement for good reason or we
terminate the employment agreement without cause, Mr. Smith is entitled to
receive the following severance benefits:

. an amount equal to 150% of his then annual base salary; and

. the vesting of some of his unvested shares as follows:

(a) the percentage of unvested shares that would have vested in the
year following the year of his termination, and

(b) a proportionate amount, based on the number of days worked that
year, of the shares that would have vested in the year of his
termination.

Mr. Smith's employment agreement provides for an initial annual base salary
of $220,000, subject to annual increases at the discretion of the compensation
committee of the board of directors, and an annual bonus in an amount up to
100% of his base salary based on our performance. Mr. Smith has also received
shares of our common stock, which vest according to the schedule set forth in
a letter agreement dated as of February 4, 1998, between Mr. Smith and us.

Stock Option Plan

We are currently considering implementing an incentive stock option plan to
provide incentive compensation to our management and certain other employees.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of June 30, 1999, information with
respect to the beneficial holdings of each director, each of the executive
officers named in the summary compensation table, and all of our executive
officers and directors as a group, as well as the holdings of each of our
stockholders who was known to us to be the beneficial owner, as defined in
Rule 13d-3 under the Exchange Act, of more than 5% of our common stock and
Series D preferred stock, based on our records. Shares of Series C preferred
stock will be converted into common stock upon closing of this offering on a
one-for-one basis, and accordingly, are included as common stock in the table
below. On all matters to be submitted to our stockholders, the holders of the
Series C preferred stock have the right to vote on an as-converted basis with
the holders of the common stock as a single class.

<TABLE>
<CAPTION>
Percentage of
Shares
Beneficially
Owned
-----------------
Number of Shares Before After
Name and Address of Beneficial Owner(1) Beneficially Owned Offering Offering
- --------------------------------------- ------------------ -------- --------
<S> <C> <C> <C>
Michael Kalogris......................... 150,068.23(7) 5.5
Steven Skinner........................... 84,474.19(8) 3.1
Clyde Smith.............................. 4,371.95(9) *
David Clark.............................. 8,197.42(10) *
Michael Mears............................ 2,732.47(11) *
Scott Anderson........................... 984.46 *
John Beletic............................. 984.46 *
Arnold Chavkin(2)........................ -- --
Mary Hawkins-Key......................... -- --
John Watkins(3).......................... -- --
CB Capital Investors, L.P.(2)............ 533,510.62 19.5
J.P. Morgan Investment Corporation(3).... 469,113.00(12) 17.2
Desai Capital Management
Incorporated(4)......................... 517,510.62(13) 18.9
Toronto Dominion Capital (USA), Inc.(5).. 129,378.18 4.7
First Union Capital Partners, Inc. ...... 177,385.94 6.5
DAG--Triton PCS, L.P..................... 80,788.15 3.0
AT&T Wireless PCS(6)..................... 543,683.47(14) 19.9
All directors and executive officers as a
group (10 persons)...................... 251,813.18 9.2
</TABLE>
- --------
* Represents less than 1%.
(1) Unless otherwise indicated, the address of each person listed in this
table is c/o Triton Management Company, 375 Technology Drive, Malvern,
Pennsylvania 19355.
(2) CB Capital Investment Inc. is the sole general partner of CB Capital
Investors, L.P. Mr. Chavkin is a vice president of CB Capital
Investments Inc. Mr. Chavkin disclaims beneficial ownership of any such
shares. The address of CB Capital Investors is 380 Madison Avenue, New
York, New York 10017.
(3) Mr. Watkins is a managing director and an officer of J.P. Morgan
Investment Corporation. Mr. Watkins disclaims beneficial ownership of
any such shares. The address of J.P. Morgan is 101 California Street,
San Francisco, California 94111.
(4) The address of Desai Capital Management Incorporated is 540 Madison
Avenue, New York, New York 10022.
(5) The address of Toronto Dominion Capital (USA), Inc. is 31 West 52nd
Street, New York, New York 10019.
(6) The address of AT&T Wireless PCS is 5000 Carillon Point, Kirkland,
Washington 98033.
(7) Includes 35,769.31 shares held by Mr. Kalogris as trustee under an
amended and restated common stock trust agreement for management
employees and independent directors, dated June 26, 1998, to which we
will distribute common stock to management employees and independent
directors. 74,323.26 of the 114,298.92 shares of common stock directly
held by Mr. Kalogris are subject to forfeiture in accordance with Mr.
Kalogris' employment agreement over a five-year period.

61
<PAGE>

(8) 55,742.45 of the 84,474.19 shares of common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment agreement.
(9) 3,628.72 of the 4,371.95 shares of common stock are subject to
forfeiture according to the terms of Mr. Smith's employment agreement.
(10) 6,557.94 of the 8,197.42 shares of common stock are subject to
forfeiture according to the terms of a letter agreement, dated as of
February 4, 1998, between Triton and Mr. Clark.
(11) 2,185.98 of the 2,732.47 shares of common stock are subject to forfeiture
according to the terms of a letter agreement, dated as of February 4,
1998, between Triton and Mr. Mears.
(12) Includes 23,907 shares held by Sixty Wall Street SBIC Fund, L.P., an
affiliate of J.P. Morgan Investment Corporation. The address for Sixty
Wall Street SBIC is 60 Wall Street, New York, New York 10260.
(13) Consists of 258,755.31 shares held by Private Equity Investors III,
L.P., and 258,755.31 shares of Series C preferred stock held by Equity-
Linked Investors-II, each an affiliate of Desai Capital Management. The
address for Private Equity Investors III and Equity-Linked Investors-II
is 540 Madison Avenue, 38th Floor, New York, New York 10022.
(14) Consists of 543,683.47 shares of Series D preferred stock. Shares of
Series D preferred stock are convertible into an equivalent number of
shares of Series C preferred stock at any time, and Series C preferred
stock is convertible into common stock at any time.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following summary highlights the material provisions of the securities
purchase agreement and the agreements with AT&T, as each has been modified to
date. It may not contain all of the information that is important to you. To
understand these agreements fully, you should carefully read each of the
agreements. We have filed copies of the securities purchase agreement and the
AT&T agreements with the SEC as described under the caption "Available
Information."

The Securities Purchase Agreement

Under the terms of a securities purchase agreement, dated as of October 8,
1997, among AT&T, the cash equity investors, Michael Kalogris, Steven Skinner
and Triton, on February 4, 1998, AT&T transferred to us personal
communications services licenses which cover 20 MHz of authorized frequencies,
and entered into other agreements, in exchange for 732,371 shares of our
Series A preferred stock and 366,131 shares of our Series D preferred stock.
AT&T has retained 10 MHz of spectrum within our licensed areas.

The cash equity investors and Michael Kalogris and Steven Skinner have each
made irrevocable commitments to contribute to Triton the following amounts in
cash exchange for the number of shares of Series C preferred stock set forth
beside their name:

<TABLE>
<CAPTION>
Shares of Series C
Cash Commitment Preferred Stock
--------------- ------------------
<S> <C> <C>
Chase Capital Partners and/or
affiliates............................. $ 39,785,713 404,714
J.P. Morgan Investment Corporation
and/or affiliates...................... 39,785,713 404,715
Desai Capital Management Incorporated
and/or affiliates...................... 39,785,714 388,714
Toronto Dominion Capital (USA), Inc..... 9,946,430 97,179
First Union Capital Partners, Inc....... 4,973,215 48,589
Duff Ackerman Goodrich & Assoc. L.P. ... 4,973,215 48,589
Michael Kalogris........................ 500,000 5,000
Steven Skinner.......................... 250,000 2,500
------------ ---------
Total................................. $140,000,000 1,400,000
============ =========
</TABLE>

The cash equity investors, together with Michael Kalogris and Steven
Skinner, have contributed an aggregate of $80.0 million of their $140.0
million commitment as of the date of this prospectus. The cash equity
investors and Michael Kalogris and Steven Skinner are required to contribute
the unfunded portion of their respective commitments under the securities
purchase agreement to us on February 4, 2000 and 2001. Each cash equity
investor's obligation to make those additional capital contributions to us is
unconditional and irrevocable, is not subject to set-off or reduction for any
reason and is secured by a pledge of the investor's Series C preferred stock
that was issued in respect of such commitments. The cash equity investors have
also agreed to contribute all or a part of their unfunded commitment amount to
us upon 20 business days' notice from our board of directors.

The Myrtle Beach Equity Contribution

Under the terms of a preferred stock purchase agreement, dated as of June
29, 1998, we received additional equity contributions of $35.0 million in
exchange for the issuance of 350,000 shares of our Series C preferred stock,
as shown below:

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<PAGE>

<TABLE>
<CAPTION>
Shares of Series C
Cash Commitment Preferred Stock
--------------- ------------------
<S> <C> <C>
Chase Capital Partners and/or
affiliates............................. $10,242,968 102,430
J.P. Morgan Capital Investment
Corporation and/or affiliates.......... 10,000,000 100,000
Desai Capital Management Incorporated
and/or affiliates...................... 9,838,022 98,380
Toronto Dominion Capital (USA), Inc..... 2,459,518 24,595
First Union Capital Partners, Inc....... 1,229,746 12,297
Duff Ackerman Goodrich & Assoc. L.P. ... 1,229,746 12,298
----------- -------
Total................................. $35,000,000 350,000
=========== =======
</TABLE>

These contributions were contributed to us at the same time and were used
to finance the Myrtle Beach acquisition, and the shares were issued on terms
substantially similar to the terms of the securities purchase agreement.

Redemption of Series C Preferred Stock

On December 7, 1998, we redeemed an aggregate amount of 35,602 shares of
Series C preferred stock for an aggregate price of $3,560,200 from J.P. Morgan
Capital Investment Corporation and its affiliate and contemporaneously
reissued to our other institutional stockholders the following shares for the
following cash contributions:

<TABLE>
<CAPTION>
Shares of Series C
Cash Contribution Preferred Stock
----------------- ------------------
<S> <C> <C>
Chase Capital Partners and/or
affiliates........................... $ 467,511 4,675
Desai Capital Management Incorporated
and/or affiliates.................... 539,312 5,393
Toronto Dominion Capital (USA), Inc... 134,826 1,348
First Union Capital Partners, Inc..... 2,065,675 20,657
Duff Ackerman Goodrich & Assoc. L
P. .................................. 352,876 3,529
---------- ------
Total............................... $3,560,200 35,602
========== ======
</TABLE>

The Norfolk Contribution

Under the terms of a preferred stock purchase agreement, dated as of
December 31, 1998, we received an additional contribution of approximately
$16.5 million from some of the cash equity investors in order to fund a
portion of the $105.0 million purchase price for the Norfolk acquisition. We
issued approximately $16.5 million of our Series C preferred stock to those
cash equity investors as shown below:

<TABLE>
<CAPTION>
Shares of Series C
Cash Contribution Preferred Stock
----------------- ------------------
<S> <C> <C>
Chase Capital Partners and/or
affiliates........................... $ 2,169,183 21,692
Desai Capital Management Incorporated
and/or affiliates.................... 2,502,328 25,023
Toronto Dominion Capital (USA), Inc... 625,574 6,256
First Union Capital Partners, Inc..... 9,584,273 95,842
Duff Ackerman Goodrich & Assoc.
L.P. ................................ 1,637,293 16,373
----------- -------
Total............................... $16,518,651 165,186
=========== =======
</TABLE>

At closing, we also issued $13.5 million of our Series D preferred stock to
AT&T. We financed the balance of the purchase price through use of $75.0
million from the net proceeds of the notes offering.

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<PAGE>

License Exchange with AT&T

On June 8, 1999, we completed a license exchange with AT&T, transferring
licenses for the Hagerstown and Cumberland, Maryland basic trading areas,
which cover 512,000 potential customers, to AT&T in exchange for licenses for
certain counties in the Savannah and Athens, Georgia basic trading areas,
which cover 517,000 potential customers. In addition, we issued 53,882 shares
of our Series A preferred stock and 42,739 shares of our Series D preferred
stock. The licenses we acquired in the exchange are contiguous to our existing
service area and have not been built out. We expect to include them in our
current build-out plan for our licensed area.

The AT&T Agreements

The Stockholders' Agreement

General. We entered into a stockholders' agreement, dated as of February 4,
1998, with AT&T, the cash equity investors and certain of our current and
former executive officers. Additional management stockholders and the
independent directors have also agreed to be bound by the provisions of the
stockholders' agreement in connection with the issuance to them of capital
stock. The agreement covers matters in connection with our management and
operations and the sale, transfer or other disposition of the capital stock.

Board of Directors. A board of directors consisting of seven persons
governs Triton. Actions of the board of directors require the affirmative vote
of a majority of the entire board, although some transactions require a higher
vote. The stockholders who are party to our stockholders' agreement have
agreed that after the offering they will vote their shares together to elect
as two of our seven directors the nominees selected by our cash equity
investors.

Representatives of AT&T and several cash equity investors also have the
right to attend each meeting of the board of directors as observers, provided
that they continue to own a certain amount of our capital stock as described
in our amended and restated certificate of incorporation. A majority of
disinterested directors must approve any transactions between us and our
stockholders, except for transactions under the AT&T agreements and arm's-
length agreements with AT&T. If an executive committee of the board is formed,
it must consist of at least the director nominated by AT&T as the holder of
Series A preferred stock, one of the directors selected by the cash equity
investors and Michael Kalogris, so long as he is an officer of Triton.

Restrictions on Transfer. The stockholders' agreement imposes restrictions
with respect to the sale, transfer or other disposition of the capital stock
held under the terms of the agreement, primarily concerning transfers before
the offering date. Stockholders may not transfer their shares of common stock
prior to February 4, 2001 other than to any affiliated successor; thereafter,
stockholders holding shares of common stock may transfer the shares to any
person, subject to rights of first offer granted to specified parties to the
stockholders' agreement. Additionally, holders of common stock and Series D
preferred stock may transfer those shares at any time to an affiliated
successor or an equity investor affiliate, and, after February 4, 2001, the
cash equity investors may transfer or otherwise dispose of any of those shares
held by them to any other cash equity investors.

AT&T may not transfer or dispose of any of its shares of Series D preferred
stock at any time other than to an affiliated successor. In addition, each
stockholder who is a party to the stockholders' agreement has agreed, subject
to some exceptions, not to transfer or otherwise dispose of any shares of our
capital stock to any of the three largest carriers of telecommunications
services that currently constitute interexchange services, other than AT&T and
other specified wireless carriers.

Registration Rights. The stockholders' agreement grants certain demand and
piggyback registration rights to the stockholders. On or after the 91st day
after the offering is consummated, the following stockholders may,

65
<PAGE>

subject to the restrictions on transfer described above, cause an underwritten
demand registration, subject to customary proportionate cutback and blackout
restrictions, so long as registration is reasonably expected to result in
aggregate proceeds of at least $10.0 million:

. AT&T;

. a holder of shares of Series C preferred stock or common stock, if the
registration is reasonably expected to result in aggregate gross
proceeds of at least $25.0 million; or

. employee stockholders beneficially owning at least 50.1% of the shares
of common stock then beneficially owned by all employee stockholders
together.

In addition to the demand registration rights, any stockholder may, subject
to the restrictions on transfer described above, piggyback on a registration
by us at any time, other than registrations on Forms S-4 or S-8 of the
Securities Act, subject to customary proportionate cutback restrictions. The
demand and piggyback registration rights and obligations survive 20 years.

Preemptive Rights. The stockholders' agreement grants preemptive rights in
some circumstances to the stockholders, including in connection with this
offering. Each stockholder has a preemptive right to purchase a proportionate
amount of shares if we propose to issue for cash any equity security. However,
the stockholders' preemptive rights do not extend to any stock option or stock
appreciation rights plan. These preemptive rights will terminate upon the
closing of this offering. See "Description of Capital Stock--Preemptive
Rights."

Rights of Inclusion. In the event of a proposed sale by any stockholder to
any person other than an affiliated successor that would constitute 25% or
more of the aggregate outstanding Series C preferred stock and common stock on
a fully-diluted basis (excluding the Series A preferred stock), the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them
of such proposed sale. The purchaser may either purchase all stock offered by
all stockholders electing to participate in such sale, or the purchaser may
purchase stock from stockholders electing to participate in such sale on a
pro-rata basis up to the aggregate dollar amount offered by the purchaser to
the initial selling stockholder.

Exclusivity. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person
offering, within the territory defined in the stockholders' agreement,
wireless mobility telecommunications services initiated or terminated using
time division multiple access and frequencies licensed by the FCC. However,
AT&T and its affiliates may:

. resell or act as agent for us;

. provide or resell wireless telecommunications services to or from
specified locations; and

. resell wireless telecommunications services for another person in any
area where we have not yet placed a system into commercial service.

However, AT&T must provide us with prior written notice of its intention to
engage in resales, and only dual band/dual mode phones may be used in
connection with the resale activities. Additionally, with respect to the
markets listed on the roaming agreement, we and AT&T have 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 roaming provider in such markets.
Each party also agrees to refrain from inducing any of its customers to change
programming.

Build-Out. We are required to:

. meet the construction requirements described in an agreed-upon minimum
build-out plan;

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<PAGE>

. ensure compatibility of our personal communications services systems
with the majority of systems in the southeastern region of the United
States;

. satisfy the FCC construction requirements in the territory defined in
the stockholders' agreement;

. offer various core service features with respect to our systems;

. cause our systems to comply with AT&T's time division multiple access
quality standards; and

. refrain from providing or reselling interexchange services, other than
interexchange services under our FCC licenses or that we procure from
AT&T.

If we materially breach any of the foregoing operational obligations or if
AT&T decides to adopt a new technology standard in a majority of its markets
and we decline to adopt the new technology, AT&T may terminate its exclusivity
obligations.

Certain Transactions. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:

. derives from telecommunications businesses annual revenues in excess of
$5.0 billion;

. derives less than one-third of its aggregate revenues from the provision
of wireless telecommunications; and

. owns FCC licenses to offer and does offer wireless mobility
telecommunications services serving more than 25% of the potential
customers within the territory defined in the stockholders' agreement,

AT&T will have the right, upon written notice, to terminate some of its
obligations in a portion of the territory in which the other party owns an FCC
license to offer commercial mobile radio service. However, upon such a
termination, we have the right to cause AT&T to exchange:

. all of the shares of its Series A preferred stock into shares of Series
B preferred stock; and

. all of the shares of its Series D preferred stock, or Series C preferred
stock or common stock if it has converted Series D stock into either
one, into shares of Series B preferred stock.

In the event that AT&T is required in any such transaction to dispose of
any of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, we have certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of our personal communications services systems that are located
within the major trading areas that include the applicable AT&T basic trading
areas. Our right is exercisable at any time within the period commencing with
the date of the announcement by AT&T of any such transaction and terminating
on the later of six months after consummation of the transaction and the date
by which AT&T is required under applicable law to dispose of any such system.

Without the prior written consent of AT&T, we and our subsidiaries may not
effect any sale of substantially all the assets or liquidation, merger or
consolidation of Triton or any of its subsidiaries. There are limited
exceptions to this provision.

Acquisition of Cellular Licenses. We may acquire cellular licenses that the
board of directors has determined are demonstrably superior alternatives to
construction of a personal communications services system in the applicable
area within the territory, provided that:

. a majority of the cellular potential customers are within the territory
defined in the stockholders' agreement;

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

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<PAGE>

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

Equipment, Discounts and Roaming. At our request, AT&T will use all
commercially reasonable efforts to assist us in obtaining discounts from any
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 and its affiliates which operate other
cellular and personal communications services systems so long as AT&T, in its
sole discretion, does not determine such activities to be adverse to its
interests.

Resale Agreements. At AT&T's request, we will enter into resale agreements
relating to the territory defined in the stockholders' agreement. The rates,
terms and conditions of service that we provide shall be at least as favorable
to AT&T, taken as a whole, as the rates, terms and conditions provided by
Triton to other customers.

Subsidiaries. All of our subsidiaries must be direct or indirect wholly-
owned subsidiaries.

Amendments. Amendments to the stockholders' agreement require the consent
of the holders of:

. a majority of the shares of each class of capital stock, including the
shares held by AT&T;

. two-thirds of the common stock beneficially owned by the cash equity
investors; and

. 60.1% of the common stock beneficially owned by the employee
stockholders.

However, in the event any party to the stockholders' agreement ceases to
own any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.

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

. the written consent of each party to the agreement;

. February 4, 2009; and

. one stockholder owning all of the shares of common stock.

However, some provisions expire on the offering date and some consent
rights of AT&T expire when and if it fails to own a specified amount of
capital stock.

License Agreement

Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and us, AT&T has granted us a royalty-free,
non-exclusive, limited right and license to use various licensed marks solely
in connection with specified licensed activities. The licensed marks include
the logo containing the AT&T and globe design and the expression Member, AT&T
Wireless Services Network. The licensed activities include:

. the provision to end-users and resellers, solely within the territory
specified in the agreement, of communications services on frequencies
licensed to us for commercial mobile and radio service provided in
accordance with the AT&T agreements; and

. marketing and offering the licensed services within the territory.

The license agreement also grants us the right and license to use the
licensed marks on permitted mobile phones.

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Except in specified instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, the communications services we are offering within the territory
under the licensed marks. In all other instances, except as described above,
AT&T reserves for itself the right to use the licensed marks in connection
with its provision of services, whether within or without the territory.

The license agreement contains numerous restrictions with respect to our
use and modification of any of the licensed marks. We are obligated to use
commercially reasonable efforts to cause all licensed services that use the
licensed marks to be of comparable quality to the licensed services AT&T
markets and provides in areas comparable to our licensed territory, taking
into account the relative stage of development of the areas and other factors.
The license agreement also sets forth specific testing procedures to determine
compliance with these standards and affords us a grace period to cure any
instances of alleged noncompliance. Following the cure period, we must cease
using the licensed marks until we are in compliance.

We may not assign or sublicense any of our rights under the license
agreement. However, the license agreement may be, and has been, assigned to
our lenders under the credit facility. After the expiration of any applicable
grace and cure periods under the credit facility, our lenders may enforce our
rights under the license agreement and assign the license agreement to any
person with AT&T's consent.

The license agreement has a five-year term, which renews for an additional
five-year period if neither party terminates the agreement. The license
agreement may be terminated at any time in the event of our significant
breach, including our misuse of any licensed marks, our license or assignment
of any of the rights in the license agreement, our failure to maintain AT&T's
quality standards or if we experience a change of control. After the initial
five-year term, in the event AT&T converts any shares of Series A preferred
stock into common stock in connection with the stockholders' agreement, the
license agreement terminates on the later of two years from the date of such
conversion and the then existing expiration date of the license agreement.
After the initial five-year term, AT&T may also terminate the license
agreement upon the occurrence of specified transactions. See "--The
Stockholders' Agreement--Certain Transactions."

Roaming Agreement

Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T, on behalf of its affiliates, and us, AT&T and we agreed to
provide wireless mobility radiotelephone service for registered customers of
the other party's customers when they are out of their 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
wireless mobility radio-telephone system and station. Each home carrier whose
customers receive service from a serving carrier shall pay the serving carrier
100% of the wireless service charges and 100% of the pass-through charges,
such as toll or other charges. Each serving carrier's service charges per
minute of use or partial minute of use for the first three years will be fixed
at a declining rate, and after the first three years will be equal to an
adjusted average home rate or any lower rate the parties negotiate from time
to time. Each serving carrier's toll charges per minute of use for the first
three years will be fixed at a declining rate. After the first three years,
the parties may renegotiate the rate from time to time.

The roaming agreement has a term of 20 years, unless a party terminates
earlier due to:

. the other party's uncured breach of any term of the roaming agreement;

. the other party's voluntary liquidation or dissolution; or

. the FCC's revocation or denial of the other party's license or permit to
provide commercial mobile radio service.

Neither party may assign or transfer the roaming agreement or any of its
rights under the agreement except to an assignee of all or part of its license
or permit to provide commercial mobile radio service, provided that the
assignee expressly assumes all or the applicable part of the assigning party's
obligations under the agreement.

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Resale Agreement

Under the terms of the stockholders' agreement, we are required at AT&T's
request to enter into a resale agreement in an agreed-upon form. Under the
resale agreement, AT&T will be granted the right to purchase and resell on a
nonexclusive basis access to and usage of our services in the territory. AT&T
will pay us the charges, including usage and roaming charges, associated with
services it requests under the agreement. We will retain the continuing right
to market and sell our services to customers and potential customers.

The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore,
AT&T may terminate the agreement at any time for any reason on 180-days'
written notice.

Under the terms of the stockholders' agreement, we have agreed that the
rates, terms and conditions of service, taken as a whole, that we provide to
AT&T under the resale agreement shall be at least as favorable as, or if
permitted by applicable law, superior to, the rates, terms and conditions of
service, taken as a whole, to any other customer. We will design the rate plan
we will offer under the resale agreement to result in a discounted average
actual rate per minute of use AT&T pays for service at least 25% below the
weighted average actual rate per minute that we bill our customers generally
for access and air time.

Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:

. to an affiliate of that party at the time of the agreement's execution;

. by us to any of our operating subsidiaries; and

. to the transferee of a party's stock or substantially all of the party's
assets, provided that all FCC and other necessary approvals have been
received.

Other Related Party Transactions

Over the course of 1997, Triton Communications L.L.C., our predecessor,
incurred certain costs on behalf of Triton Cellular, an entity affiliated with
us through management overlap and shared leased facilities. These costs
totaled $148,100 and Triton Cellular reimbursed us in 1999. In addition, we
purchased $22,800 of equipment from Horizon Cellular Telephone Company, L.P.,
an entity affiliated with us through management overlap and shared leased
facilities. In addition, under an agreement between Triton Cellular, Inc. and
us, allocations for management services rendered by some of our management
employees on behalf of Triton Cellular and allocations for shared lease
facilities are charged to Triton Cellular. Such allocations totaled $469,000
during 1998 and $375,000 for the six months ended June 30, 1999. The
outstanding balance at June 30, 1999 was approximately $1.0 million. We expect
settlement of these outstanding charges during 1999.

On February 3, 1998, we entered into a credit facility. Affiliates of each
of J.P. Morgan Investment Corporation, a holder of approximately 17.2% of our
issued and outstanding capital stock, CB Capital Investors, a holder of
approximately 19.5% of our issued and outstanding capital stock, First Union
Capital Partners, Inc., a holder of approximately 6.5% of our issued and
outstanding capital stock, and Toronto Dominion Capital (USA), Inc., a holder
of approximately 4.7% of our issued and outstanding capital stock, serve as
agent and lenders under the credit facility. Each of the agent and lenders
under the credit facility execution has received and will continue to receive
customary fees and expenses in connection with the credit facility execution.
Through June 30, 1999, affiliates of J.P. Morgan Investment Corporation and CB
Capital Investors have received approximately $98,000 and $204,000,
respectively, in their capacity as agent and lender under such facility.

Additionally on July 29, 1999, we entered into a commitment letter with
affiliates of CB Capital Investors, J.P. Morgan Investment Corporation,
Toronto Dominion Capital (USA), Inc. and First Union Capital Partners, Inc.
providing for an increase in our available borrowings under our credit
facility from $425.0 million to $550.0

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million. Consummation of the transactions contemplated by the commitment
letter is subject to the satisfaction of several conditions, including
negotiation and execution of definitive documentation.

We have entered into letter agreements with several of our management
employees and with our independent directors. Under the letter agreements,
these individuals were issued shares of our common stock that vest at 20% per
year over a five-year period. See "Principal Stockholders."

On March 7, 1997, each of Chase Venture Capital Associates, L.P., an
affiliate of Chase Capital Partners, and J.P. Morgan Investment Corporation
provided $0.55 million in financing, and on July 3, 1997, each of Chase
Venture Capital L.P. and J.P. Morgan Investment Corporation provided an
additional $0.25 million in financing to Triton Communications in the form of
convertible promissory notes in order to fund its start-up costs. The $1.6
million in notes originally bore interest at 14% annually, payable at
maturity. On January 15, 1998, Triton Communications assigned the notes to us.
In conjunction with the noteholders, we subsequently negotiated a revised
arrangement under which we would not pay interest on the notes and the
promissory notes would be converted into approximately $3.2 million worth of
our Series C preferred stock. We converted the cash repayment of the notes
into 16,000 shares each of Series C preferred stock on February 4, 1998. We
accounted for the $1.6 million preferred return to the investors as a
financing cost during the period the notes were outstanding. Accordingly, we
accrued $1.2 million in financing costs on the notes as of December 31, 1997.
We recognized the remaining $0.4 million financing costs in the first quarter
of 1998.

On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and one
officer under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

On January 19, 1998, we entered into a master services agreement with
Wireless Facilities Inc. Wireless Facilities will provide us with radio
frequency design and system optimization support services. We have paid
approximately $12.0 million to Wireless Facilities against the $18.0 million
under the agreement. Mr. Scott Anderson, a director of Triton, is also a
director of Wireless Facilities.

On May 4, 1998, we consummated a private offering of 11% senior
subordinated discount notes pursuant to which we raised net proceeds of
approximately $290.0 million. J.P. Morgan Securities Inc. and Chase Securities
Inc., each an affiliate of entities that own in the aggregate approximately
37.7% of our outstanding preferred stock, were initial purchasers in the
private offering and received a placement fee of $6.3 million.

An affiliate of First Union Capital Investors, Inc. has acted as our
exclusive financial advisor in connection with the contemplated sale of our
personal communications towers to American Tower, L.P. pursuant to an asset
purchase agreement dated July 13, 1999. We expect to pay a fee to such entity
of approximately $1.0 million in connection with the consummation of such
sales.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following are summaries of certain material provisions of our notes and
credit facility. These summaries are qualified in their entirety by the
indenture and the credit facility, which we have previously filed with the
SEC.

Notes

The notes were issued under an indenture, dated as of May 4, 1998, between
Triton PCS, the guarantors and The Chase Manhattan Bank, as trustee. The
notes:

. mature on May 1, 2008 and are limited to an aggregate principal amount
at maturity of $511,989,000;

. were issued at an issue price of $585.95 per $1,000 aggregate principal
amount at maturity and generated gross proceeds to us of $300.0 million;

. are general, unsecured obligations, subordinated in right of payment to
all senior debt, including all obligations under the credit facility;

. bear interest at a rate of 11% per annum, computed on a semiannual bond
equivalent basis, calculated from May 4, 1998 and cash interest will not
accrue prior to May 1, 2003 and will be payable semiannually on May 1
and November 1; and

. are guaranteed on a joint and several basis by all of our other
subsidiaries that are direct or indirect obligors under, or in respect
of, any senior credit facilities. As of the date of this prospectus, all
of our other direct and indirect subsidiaries are guarantors on a full,
unconditional and joint and several basis and are wholly-owned by us. We
are not a guarantor. The guarantees are unsecured obligations of the
guarantors, subordinated in right of payment to all senior debt of the
guarantors, including all of the guarantors' obligations under their
guarantees of the credit facility.

We may elect to redeem all or part of the notes at any time on or after May
1, 2003 and prior to maturity, at the following redemption prices, expressed
as percentages of principal amount, plus accrued and unpaid interest if
redeemed during the 12-month period beginning on May 1 of the years indicated:

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2003........................................ 105.50%
2004........................................ 103.67%
2005........................................ 101.84%
2006 and thereafter......................... 100.00%
</TABLE>

In addition, on or prior to May 1, 2001, we may redeem up to 35% of the
principal amount at maturity of notes issued under the indenture, at a
redemption price equal to 111% of the accreted value to the redemption date,
with the net proceeds of one or more equity offerings of:

. our qualified stock; or

. a special purpose corporation formed to hold our qualified stock.

However, at least 65% of the aggregate principal amount at maturity of notes
issued under the indenture must remain outstanding immediately after giving
effect to the redemption. We do not intend to redeem any notes with the net
proceeds of the offering.

If a change of control, as defined below, occurs, each noteholder may
require us to repurchase its notes, in whole or in part, at a purchase price
equal to 101% of the notes' accreted value or the principal amount at
maturity, as applicable, plus accrued and unpaid interest to the purchase
date. Our credit facility will prohibit the purchase of outstanding notes
prior to repayment of the borrowings under the credit facility.

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A change of control will occur under the indenture if any one or more of
the following events occurs:

. any person or group, as those terms are used in Sections 13(d) and 14(d)
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 Rules 13d-3 and
13d-5 under the Exchange Act, except that a person shall be deemed to
have beneficial ownership of all securities that person has the right to
acquire within one year, upon the happening of an event or otherwise, is
or becomes the beneficial owner, directly or indirectly, of:

(a) Triton's securities representing 50% or more of the combined
voting power of its then outstanding voting stock, or

(b) Triton PCS' securities representing 50% or more of the combined
voting power of its 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 the board of Triton
or Triton PCS:

(a) individuals who, on May 4, 1998, constitute the board, and

(b) any new director, other than a director whose initial assumption
of office is in connection with an actual or threatened election
contest, including a consent solicitation relating to the election
of directors of Triton or Triton PCS, whose appointment or
election by the board or nomination for election by Triton PCS'
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

. the stockholders of Triton or Triton PCS shall approve any plan of
liquidation, whether or not otherwise in compliance with the provisions
of the indenture.

The transfer, by lease, assignment, sale or otherwise, in a single
transaction or series of transactions, of all or substantially all of the
properties or assets of one or more of our other subsidiaries, the capital
stock of which constitutes all or substantially all of Triton PCS' properties
and assets, shall be deemed to be the transfer of all or substantially all of
Triton PCS' properties and assets.

We are also required to offer to repurchase the notes if all or some of the
net proceeds of an asset sale are not used to acquire an entity engaged in a
permitted business, to purchase other long term assets used or useful in a
permitted business or to repay any senior indebtedness.

The indenture contains restrictive covenants which, among other things,
restrict Triton PCS' and its restricted subsidiaries' ability to:

. incur additional indebtedness;

. pay dividends, make investments or redeem or retire stock of Triton PCS
or subordinated indebtedness of Triton PCS or any subsidiary;

. cause encumbrances or restrictions to exist on the ability of its
subsidiaries to pay dividends and make investments in, or transfer any
property or assets to Triton;

. create liens on their assets;

. sell assets;

. engage in transactions with affiliates;

. engage in businesses other than a permitted business;

. designate any of our subsidiaries as an unrestricted subsidiary under
the indenture;

. engage in mergers or consolidations; or

. amend, modify or waive, or refrain from enforcing, any provision of the
securities purchase agreement dated October 8, 1997.

The indenture provides for acceleration upon customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

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Credit Facility

On February 3, 1998, Triton PCS entered into a $425.0 million credit
facility with The Chase Manhattan Bank, as administrative agent, and other
financial institutions.

The credit facility provides for:

. an aggregate of $175.0 million Tranche A senior secured term loans,
which may be drawn at any time until February 2001, and which mature in
August 2006;

. an aggregate of $150.0 million Tranche B senior secured term loans,
which could be drawn through August 1998, and which mature in May 2007;
and

. a $100.0 million senior secured revolving credit facility which matures
in August 2006 and includes a $3.0 million subfacility for the issuance
of letters of credit.

As of June 30, 1999, $150.0 million of the Tranche B term loans were
outstanding and we had not drawn down on the Tranche A term or revolving
credit loans. Borrowings are subject to customary conditions, including the
absence of a material adverse change. Loans under the credit facility are
available to fund capital expenditures related to the construction of our
personal communications services network, the acquisition of related
businesses, our working capital needs and customer acquisition costs.

We must repay the Tranche A term loans, if borrowed, in eighteen
consecutive quarterly installments, beginning in February 2002. The amount of
each of the first four installments is $4,375,000, the amount of each of the
next four installments is $6,562,500, the amount of each of the next four
installments is $8,750,000, the amount of each of the next four installments
is $10,937,500, and the amount of each of the last two installments is
$26,250,000.

We must repay the Tranche B term loans in twenty-one consecutive quarterly
installments, beginning in February 2002. The amount of each of the first 16
installments is $375,000, the amount of each of the next four installments is
$7.5 million, and the amount of the last installment is $114.0 million.

The amount that we can borrow and that can be outstanding under the
revolving credit facility reduces in eight quarterly reductions, beginning in
August 2004. The amount of each of the first two reductions is $5.0 million,
the amount of each of the next four reductions is $10.0 million, and the
amount of each of the last two reductions is $25.0 million.

Interest on the Tranche A term loans and the revolving credit loans
accrues, at our option, either at:

. the reserve adjusted London interbank offered rate, plus an applicable
margin of between 2.25% and 1.00%, depending on the level of our ratio
of debt to EBITDA; or

. the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus an applicable margin of between 1.25% and 0%,
depending on the level of our ratio of debt to EBITDA.

Interest on the Tranche B term loans accrues, at our option, either at:

. the reserve adjusted London interbank offered rate, plus a margin of
3.0%; or

. the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus a margin of 1.75%.

Interest on any overdue amounts will accrue at a rate per annum equal to 2%
plus the rate otherwise applicable to that amount.

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The credit facility requires that we pay an annual commitment fee of
between 0.375% and 0.50%, depending on the ratio of debt to EBITDA, of the
unused portion of the credit facilities payable quarterly in arrears and a
separate agent's fee payable to the administrative agent. The credit facility
also requires us to maintain at least 60% of total outstanding indebtedness as
fixed rate instruments. Although we have not been required to purchase any
interest rate hedges, in 1998 we purchased two interest rate hedges with a
notional amount totaling $75.0 million.

We must repay the term loans, and the commitments under the revolving
credit facility will be reduced, in an aggregate amount equal to:

. 50% of excess cash flow of each of our fiscal years commencing with the
fiscal year ending December 31, 2001;

. 100% of the net proceeds of specified asset sales outside the ordinary
course of business, in excess of a $1.0 million yearly threshold, and of
unused insurance proceeds;

. 100% of the net cash proceeds of specified incurrences of indebtedness;
and

. 50% of the net cash proceeds of specified issuances of equity securities
or specified capital contributions other than those made under the
securities purchase agreement.

We, and each of our other subsidiaries, have guaranteed all of Triton PCS'
obligations under the credit facility. Triton PCS' obligations under the
credit facility are secured by security interests in substantially all of its
assets, and in substantially all of the assets of each of our other
subsidiaries, and by a pledge of all of Triton PCS' capital stock and of all
of the capital stock and other equity interests of all of our domestic
subsidiaries and 65% of the shares of capital stock of foreign subsidiaries.

The credit facility contains customary covenants, including covenants
limiting indebtedness, dividends and distributions on, and redemptions and
repurchases of, capital stock and other similar payments, and the acquisition
and disposition of assets, and covenants relating to the number of potential
customers covered by our network and number of customers. The credit facility
also requires that we comply with specified financial covenants.

In addition, the credit facility provides that we may not permit certain of
our subsidiaries to incur any liabilities or obligations other than their
guarantee of the credit facility, the security agreement they have entered
into in connection with the credit facility, and, in the case of any
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of that subsidiary which are incidental to being
the lessee of real property or the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

The credit facility provides for acceleration upon the occurrence of
customary events of default.

We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase the credit facility under the credit agreement by $125.0 million. The
increase would consist of two term loans:

. a $75.0 million, senior secured Tranche C term loan maturing on August
3, 2003; and

. a $50.0 million, single-draw senior secured Tranche D term loan maturing
on May 3, 2007.

The commitment letter is subject to various conditions, including
negotiation and execution of definitive documentation. There can be no
assurance that we will be able to enter into the amended and restated credit
facility.

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DESCRIPTION OF CAPITAL STOCK

General

Upon completion of the offering, our authorized capital stock will consist
of shares of common stock, par value $0.01 per share, and 7,000,000
shares of preferred stock, par value $0.01 per share, including 1,000,000
shares designated Series A convertible preferred stock, 2,000,000 shares
designated Series B preferred stock, 3,000,000 shares designated Series C
convertible preferred stock and 1,000,000 shares designated Series D
convertible preferred stock. Upon completion of the offering, shares of
common stock, 786,252.64 shares of Series A preferred stock, no shares of
Series B preferred stock or Series C preferred stock and 543,683.47 shares of
Series D preferred stock will be issued and outstanding. In addition,
1,329,936.11 shares of Series B preferred stock, 543,683.47 shares of Series C
preferred stock, no shares of Series D preferred stock and shares of
common stock are reserved for issuance in connection with transactions
contemplated by the stockholders' agreement. On the date of this offering,
each share of Series C preferred stock issued and outstanding will
automatically convert into one share of common stock, subject to adjustment.

The following summary is subject to and qualified in its entirety by the
provisions of our restated certificate of incorporation and amended and
restated bylaws and by the provisions of applicable law.

Common Stock

Each holder of common stock is entitled to one vote for each share of
common stock on all matters on which stockholders generally are entitled to
vote and to all other rights, powers and privileges of stockholders under
Delaware law. Upon the dissolution, liquidation or winding up of Triton, after
any preferential amounts to be distributed to the holders of the preferred
stock then outstanding have been paid or declared and funds sufficient for
payment in full have been set apart for payment, the holders of the common
stock will be entitled to receive proportionately all the remaining assets of
Triton available for distribution to its stockholders.

Preferred Stock

Our certificate of incorporation gives our board of directors the authority
to issue preferred stock in one or more series and to fix the relative powers,
preferences, rights, privileges and restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series.

The issuance of preferred stock may have the effect of delaying, deferring
or preventing a change in control of Triton and may adversely affect the
voting or other rights of the holders of common stock. These effects may
include the loss of voting control to others. We currently have four series of
preferred stock, designated as follows:

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 the
Series C preferred stock, the Series D preferred stock, the common stock and
any other series or class of our preferred or common stock authorized
currently or in the future. The holders of Series A preferred stock are
entitled to cumulative quarterly cash dividends at the annual rate of 10% of
the accreted value of the Series A preferred stock. We may elect to defer
payment of any dividends until September 30, 2008. Any dividend payments so
deferred will be payable on and not earlier than September 30, 2008. Except as
required by law or in specified instances, the holders of the Series A
preferred stock do not have any voting rights. However, so long as AT&T owns
at least two-thirds of the number of shares of Series A preferred stock it
owned on February 4, 1998, AT&T has the exclusive right, voting separately as
a single class, to nominate one of our directors and the right to approve,
along with Michael Kalogris and Steven Skinner, two independent directors
nominated by the cash equity investors. The Series A preferred stock is
redeemable at its accreted value

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after February 4, 2008 and at the option of its holders on or after February
4, 2018. So long as the Series A preferred stock is outstanding or dividends
payable on shares of Series A stock have not been paid in full in cash, we may
not pay dividends on, or repurchase shares of, our common stock or other stock
ranking junior to the Series A preferred stock without the consent of the
holders of the Series A preferred stock. However, we may purchase shares of
common stock or junior stock at market price if we are required to do so under
any agreement with any employees.

Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series A preferred stock are entitled to the accreted value of the Series
A preferred stock. Additionally, on or after February 4, 2006, AT&T, certain
of its affiliates and qualified transferees have the right to convert each
share of Series A preferred stock into common stock at its accreted value
divided by the market price of one share of common stock.

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 not convertible into common stock or any
other security of Triton at any time;

. the Series B preferred stock is redeemable at its accreted value at any
time at our option; and

. holders of Series B preferred stock do not have the right to nominate
any of our directors.

Series C Preferred Stock. The Series C preferred stock ranks junior to the
Series A preferred stock and Series B preferred stock with respect to dividend
rights and rights on liquidation, dissolution or winding up, ranks junior to
the Series D preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series D preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our preferred or common 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. The holders of Series C preferred stock are
entitled to dividends when, as and if declared by our board of directors.

The board may not declare or pay dividends on any shares of common stock or
other preferred stock ranking junior or equal to the Series C preferred stock
with respect to dividends, unless the holders of the Series C preferred stock
receive dividends in an amount per share at least equal to the greater of:

. the dividends payable on the number of shares of common stock into which
the Series C stock may be converted at the time of the dividend; or

. the dividends per share payable to holders of any series of preferred
stock ranking junior or equal to the Series C preferred stock times a
fraction where:

(a) the numerator is the number of shares of common stock into which a
share of Series C preferred stock is convertible at the time of
the dividend, and

(b) the denominator is the number of shares of common stock into which
a share of the other preferred stock is convertible at the time of
the dividend.

However, if that other stock is not convertible into common stock, then:

(a) the numerator is the liquidation preference of a share of Series C
preferred stock, and

(b) the denominator is the liquidation preference of a share of the
other series of preferred stock.

Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series C preferred stock are entitled, after payment to any stock ranking
senior to the Series C preferred stock, to a liquidation preference of $100
per share, subject to adjustment. The holders of the Series C preferred stock
have the right at any time to convert each share of Series C preferred stock
into one share of common stock, and each share of Series C preferred stock
will automatically convert into one share of common stock, subject to
adjustment, on the offering date. On all matters to be submitted to our
stockholders, the holders of the Series C preferred stock have the right to
vote on an as-converted basis as a single class with the holders of common
stock. Additionally, the vote of the holders of a majority of the Series C
preferred stock is required in specified instances. The Series C preferred
stock is not redeemable except in limited circumstances.

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Series D Preferred Stock. The Series D preferred stock 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, ranks
senior to the Series C preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series C preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our 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;

. except as required by law or in specified instances, the holders of the
Series D preferred stock do not have any voting rights; and

. shares of Series D preferred stock are not subject to automatic
conversion upon the offering date, although the conversion rate will be
set, subject to adjustment, on the offering date.

Board of Directors

Our board of directors consists of seven directors, and each director
serves until his or her successor has been duly elected and qualified, or
until his or her earlier death, resignation or removal. The stockholders who
are party to our stockholders' agreement have agreed that after the offering
they will vote their shares together to elect as two of our seven directors
the nominees selected by our cash equity investors. See "Certain Relationships
and Related Transactions--The AT&T Agreements--The Stockholders' Agreement."

Anti-Takeover Provisions

Delaware law, our restated certificate of incorporation and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by
means of changes to our governing documents or a proxy contest.

Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested
stockholders for a period of three years following the time that person became
an interested stockholder, unless any of the following occurs:

. the transaction resulting in a person's becoming an interested
stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder;

. the interested stockholder acquires 85% or more of the outstanding
voting stock of the corporation in the same transaction that makes the
person an interested stockholder, excluding shares owned by persons who
are both officers and directors of the corporation and shares held by
employee stock ownership plans; or

. on or after the date the person became an interested stockholder, the
business combination is approved by the corporation's board of directors
and by the holders of at least 66 2/3% of the corporation's outstanding
voting stock at a stockholder meeting, excluding shares held by the
interested stockholder.

An "interested stockholder" is defined as any person that is:

. the owner of 15% or more of the outstanding voting stock of the
corporation; or

. an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it
is sought to be determined whether the person is an interested
stockholder.

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Supermajority Vote Required to Amend Our Certificate of Incorporation. Any
amendment to our certificate of incorporation or the bylaws must be approved
by the affirmative vote of the holders of shares of Series C preferred stock
and common stock representing at least two-thirds of the votes entitled to be
cast for the election of directors, voting together as a single class, subject
to the separate class vote requirements relating to any class or series of
preferred stock.

Nomination and Election of Directors. Our restated certificate of
incorporation and the stockholders' agreement contain provisions which affect
the nomination and election of directors to our board. Under our restated
certificate of incorporation, as long as AT&T owns at least two-thirds of the
number of shares of Series A preferred stock that it owned on February 4,
1998, it has the exclusive right, voting separately as a single class, to
nominate one director. AT&T also has the right to approve, along with Michael
Kalogris and Steven Skinner, two independent directors nominated by the cash
equity investors. Each of the stockholders party to the stockholders'
agreement has agreed to vote all its shares of its Series C preferred stock or
common stock held of record by it to cause the election of certain directors
and their continuation in office. See "Certain Relationships and Related
Transactions--The AT&T Agreements--The Stockholders' Agreement--Board of
Directors."

Limitation on Directors' Liabilities

. for any breach of the director's duty of loyalty to Triton or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. under Section 174 of the Delaware General Corporation Law, which relates
to the unlawful payment of dividend or unlawful stock purchase or
redemption by a corporation; or

. for any transaction from which a director derived an improper personal
benefit.

The inclusion of this provision in our restated certificate of
incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefited Triton and its stockholders. In addition, under the terms of the
employment agreements with Michael Kalogris and Steven Skinner, we have
purchased directors' and officers' liability insurance coverage for Messrs.
Kalogris and Skinner in amounts customary for similarly situated companies.

Preemptive Rights

We have granted preemptive rights that will terminate upon closing of this
offering to some of our stockholders. Prior to this offering, we are required
to give these stockholders notice of the offering, setting forth the aggregate
number of shares of common stock proposed to be issued, the anticipated price
range and the other terms and conditions of the proposed issuance. Each
stockholder then has the right to acquire a pro rata amount of common stock
based upon the number of shares of common stock that is beneficially owned by
such stockholder, provided the stockholder gives us written notice of its
intent to exercise its preemptive rights within 30 days of receiving notice of
the offering from us.

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If a stockholder exercises its preemptive right in this offering, it will
be obligated to exercise that right if the offering price does not exceed the
highest price in the anticipated range; if the offering price exceeds the
highest price in the anticipated range, however, the stockholder will have the
right, but not the obligation, to exercise its preemptive right at that
offering price. In addition, if the public offering price is more than 20%
below the lowest price in the anticipated range, AT&T has the right to
exercise its preemptive right at the time of the pricing of this offering.

Registration Rights

We have granted registration rights to some of our stockholders. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Registration Rights" for a description of these
registration rights.

Listing

We intend to apply to have the common stock included for quotation on the
Nasdaq National Market under the symbol "TPCS."

Transfer Agent and Registrar

We have appointed as the transfer agent and registrar for our common
stock.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS TO
NON-U.S. HOLDERS

The following is a summary of the material United States federal income,
estate and gift tax consequences of the purchase, ownership and disposition of
the common stock by holders that are non-U.S. holders, as that term is defined
below. This summary does not purport to be a complete analysis of all
potential tax effects and is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, which change may be
retroactive. Unless otherwise specifically noted, this summary applies only to
those persons that hold the common stock as capital asset within the meaning
of Section 1221 of the Internal Revenue Code.

This summary is for general information only and does not address the tax
consequences to taxpayers who are subject to special rules or circumstances.
This summary does not address any tax consequences arising under any state,
municipality, foreign country or other taxing jurisdiction. Prospective
investors are urged to consult their tax advisors regarding the United States
federal tax consequences of purchasing, owning and disposing of the common
stock, including the investor's status as a non-U.S. holder, as well as any
tax consequences that may arise under the laws of any state, municipality,
foreign country or other taxing jurisdiction.

General

For purposes of this discussion, a non-U.S. holder is a beneficial owner of
Triton common stock that is not:

. a citizen or individual resident of the United States;

. a corporation or partnership, including any entity treated as a
corporation or partnership for United States federal income tax
purposes, created or organized under the laws of the United States or
any subdivision thereof;

. an estate the income of which is subject to United States federal income
tax without regard to its source; or

. a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions
of the trust.

Dividends

Dividends, if any, paid to a non-U.S. holder will generally be subject to
the withholding of United States federal income tax at the rate of 30% of the
gross amount of such dividends, unless:

. the dividends are effectively connected with the conduct of a trade or
business, or, if an income tax treaty applies, are attributable to a
permanent establishment, as defined therein, within the United States of
the non-U.S. holder, and such non-U.S. holder furnishes to Triton or its
agent a duly executed Internal Revenue Service Form W-8ECI, or any
successor form; or

. such non-U.S. holder is entitled to a reduced withholding tax rate
pursuant to any applicable income tax treaty.

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For purposes of determining whether tax will be withheld at a reduced rate
as specified by an income tax treaty, current law permits Triton to presume
that dividends paid to an address in a foreign country are paid to a resident
of such country absent actual knowledge that such presumption is not
warranted. However, under newly issued U.S. Treasury regulations, in the case
of dividends paid after December 31, 2000, in order to obtain a reduced rate
of withholding under an income tax treaty, a non-U.S. holder generally will be
required to furnish to us or our agent a duly executed Internal Revenue
Service Form W-8BEN, or any successor form, certifying, under penalties of
perjury, that such non-U.S. holder is entitled to benefits under an income tax
treaty. The new regulations also provide special rules for dividend payments
made to foreign intermediaries, U.S. or foreign wholly-owned entities that are
disregarded for U.S. federal income tax purposes and entities that are treated
as fiscally transparent in the United States, the applicable income tax treaty
jurisdiction or both. Prospective investors should consult their tax advisors
concerning the effect, if any, of the adoption of these new U.S. Treasury
regulations on an investment in our common stock. A non-U.S. holder who is
eligible for a reduced withholding rate may obtain a refund of any excess
amounts withheld by filing an appropriate claim for a refund with the Internal
Revenue Service.

Dividends paid to a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

Gain on Sale or Other Disposition

A non-U.S. holder generally will not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the common stock, unless:

. the gain is effectively connected with the conduct of a trade or
business, or, if an income tax treaty applies, is attributable to a
permanent establishment, as defined therein, within the United States of
the non-U.S. holder or of a partnership, trust or estate in which such
non-U.S. holder is a partner or beneficiary;

. Triton has been, is or becomes a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Internal
Revenue Code at any time within the shorter of the five-year period
preceding such sale or other disposition or such non-U.S. holder's
holding period for Triton common stock; or

. the non-U.S. holder is an individual that:

(a) is present in the United States for 183 days or more in the
taxable year of the sale or other disposition; and

(b) either (i) has a tax home in the United States, as specially
defined for purposes of the United States federal income tax, or
(ii) maintains an office or other fixed place of business in the
United States and the gain from the sale or other disposition of
the common stock is attributable to such office or other fixed
place of business.

A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its United States real
property interests within the meaning of Section 897(c)(1) of the Internal
Revenue Code equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus the fair market value of any other of
its assets used or held for use in a trade or business. Triton believes that
it has not been, is not currently and is not likely to become a United States
real property holding corporation. Further, even if Triton were to become a
United States real property holding corporation, any gain recognized by

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a non-U.S. holder still would not be subject to U.S. federal income tax if the
Triton common stock were considered to be regularly traded, within the meaning
of applicable U.S. Treasury regulations, on an established securities market,
for example, the Nasdaq National Market, on which Triton's common stock will
be listed, and the non-U.S. holder did not own, directly or indirectly, at any
time during the five-year period ending on the date of the sale or other
disposition, more than 5% of the common stock.

Gains realized by a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

Individual non-U.S. holders may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain
United States expatriates, including former long-term residents of the United
States.

Federal Estate and Gift Taxes

Common stock owned or treated as owned by a non-U.S. holder at the date of
death will be included in such individual's estate for United States federal
estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

A non-U.S. holder will not be subject to United States federal gift tax on
a transfer of common stock, unless such person is engaged in business in the
United States or such person is an individual subject to provisions of United
States federal gift tax law applicable to certain United States expatriates,
including certain former long-term residents of the United States.

Backup Withholding Tax and Information Reporting

Triton must report annually to the Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to, and the tax withheld with
respect to, such non-U.S. holder, regardless of whether tax was actually
withheld and whether withholding was reduced by an applicable income tax
treaty. Pursuant to certain income tax treaties and other agreements, that
information may also be made available to the tax authorities of the country
in which the non-U.S. holder resides.

United States federal backup withholding, which generally is withholding
tax imposed at the rate of 31% on certain payments to persons not otherwise
exempt who fail to furnish certain identifying information, will generally not
apply to:

. dividends paid to a non-U.S. holder that are subject to withholding at
the 30% rate or that are subject to withholding at a reduced rate under
an applicable income tax treaty; or

. Under current law, dividends paid to a non-U.S. holder at an address
outside of the United States, unless the payor has knowledge that the
payee is a United States person.

Under newly issued U.S. Treasury regulations, in the case of dividends paid
after December 31, 2000, a non-U.S. holder will generally be subject to backup
withholding, unless certain certification procedures, or, in the case of
payments made outside of the United States with respect to an offshore
account, certain documentary evidence procedures, are satisfied, directly or
through a foreign intermediary.

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The backup withholding and information reporting requirements will
generally also apply to the gross proceeds paid to a non-U.S. holder upon the
sale or other disposition of common stock by or through a United States office
of a United States or foreign broker, unless the non-U.S. holder certifies to
the broker under penalties of perjury as to, among other things, its name,
address and status as a non-U.S. holder by filing the Internal Revenue
Service's Form W-8BEN, or any successor form, with the broker, or unless the
non-U.S. holder otherwise establishes an exemption.

Information reporting requirements, but not backup withholding, will
generally apply to a payment of the proceeds of a sale or other disposition of
common stock effected at a foreign office of:

(d) a foreign broker 50% or more of whose gross income for certain
periods is effectively connected with the conduct of a trade or
business within the United States;

(e) a foreign broker that is a controlled foreign corporation for
United States federal income tax purposes; or

(f) pursuant to newly issued U.S. Treasury regulations effective after
December 31, 2000, a foreign broker that is (a) a foreign
partnership one or more of whose partners are U.S. persons that in
the aggregate hold more than 50% of the income or capital interest
in the partnership at any time during its tax year, or (b) a
foreign partnership engaged at any time during its tax year in the
conduct of a trade or business in the United States, unless the
broker has certain documentary evidence in its records that the
holder is a non-U.S. holder and the broker has no knowledge to the
contrary and certain other conditions are met, or unless the non-
U.S. holder otherwise establishes an exemption.

Neither backup withholding nor information reporting will generally apply
to a payment of the proceeds of a sale or other disposition of common stock
effected at a foreign office of a foreign broker not subject to the preceding
paragraph. Prospective investors should consult their tax advisors concerning
the effect, if any, of the adoption of the newly issued U.S. Treasury
regulations on backup withholding and information reporting on an investment
in the common stock.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the non-U.S.
holder's United States federal income tax liability, provided that the non-
U.S. holder files an appropriate claim for a refund with the Internal Revenue
Service.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock, and
we cannot assure you that a significant public market for the common stock
will develop or be sustained after this offering. Future sales of substantial
amounts of common stock, including shares issued upon exercise of outstanding
options, in the public market after this offering could adversely affect
market prices prevailing from time to time and could impair our ability to
raise capital through the sale of our equity securities. Sales of substantial
amounts of our common stock in the public market could adversely affect the
prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding shares of
common stock, assuming no exercise of the underwriters' over-allotment option
and no conversion of Series D preferred stock, which can convert into 543,000
shares of our common stock. Of these shares, the shares, or shares if
the underwriters exercise their over-allotment option in full, of common stock
sold in this offering will be freely tradable without restriction under the
Securities Act unless purchased by our affiliates as that term is defined in
Rule 144 under the Securities Act. The remaining shares of common stock
outstanding will be restricted securities under Rule 144 and may in the future
be sold without registration under the Securities Act to the extent permitted
by Rule 144 or any other applicable exemption under the Securities Act and
subject to the lock-up agreements described in "Underwriters." Some holders of
outstanding shares of common stock immediately prior to the offering may,
under certain circumstances, include their shares in a registration statement
filed by Triton for a public offering of common stock. Some existing
stockholders also have the right to demand that we register their shares of
common stock for resale. See "Description of Capital Stock--Registration
Rights."

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person, or persons whose shares are aggregated,
who has beneficially owned restricted shares for at least one year, including
the holding period of any prior owner except an affiliate, would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of:

. one percent of the number of shares of common stock then outstanding,
which will equal approximately shares immediately after this
offering, or

. the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a Form 144 with respect to the
sale.

Sales under Rule 144 also are subject to manner of sale provisions and
notice requirements and to the availability of current public information
about us. Under Rule 144(k), a person who is not deemed to have been an
affiliate of Triton at any time during the three months preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two
years, including the holding period of any prior owner except an affiliate, is
entitled to sell those shares without complying with the manner of sale,
public information, volume limitation or notice provisions of Rule 144.

Rule 701 permits resales of shares in reliance on Rule 144 but without
compliance with specified restrictions of Rule 144. Any employee, officer or
director of or consultant to Triton who purchased his or her shares under a
written compensatory plan or contract may be entitled to rely on the resale
provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701
shares under Rule 144 without complying with the holding period requirements
of Rule 144. Rule 701 further provides that non-affiliates may sell those
shares in reliance on Rule 144 without having to comply with the holding
period, public information, volume limitation or notice provisions of Rule
144. All holders of Rule 701 shares are required to wait until 90 days after
the date of this prospectus before selling those shares.

Following consummation of this offering we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
subject to outstanding options under our proposed stock option plan. Based on
the number of shares subject to outstanding options at August , 1999 and
currently reserved for issuance under our proposed stock option plan, that
registration statement would cover approximately shares issuable on
exercise of the options, of which options have vested as of that date. The
registration statement on Form S-8 will automatically become effective upon
filing. Accordingly, subject to the exercise of those options, shares
registered under that registration statement will be available for sale in the
open market immediately after the 180-day lock-up agreements expire. See
"Underwriters."

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UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the U.S. underwriters named
below, for whom Morgan Stanley & Co. Incorporated, Lehman Brothers Inc.,
Salomon Smith Barney Inc., First Union Capital Markets Corp. and J.P. Morgan
Securities Inc. are acting as U.S. representatives, and the international
underwriters named below for whom Morgan Stanley & Co. International Limited,
Lehman Brothers International (Europe), Salomon Brothers International
Limited, First Union Capital Markets Corp. and J.P. Morgan Securities Ltd. are
acting as international representatives, have severally agreed to purchase,
and Triton has agreed to sell to them, severally, the number of shares
indicated below:
<TABLE>
<CAPTION>
Number of
Name Shares
---- ---------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated................................
Lehman Brothers Inc. ............................................
Salomon Smith Barney Inc. .......................................
First Union Capital Markets Corp. ...............................
J.P. Morgan Securities, Inc. ....................................
---
Subtotal.........................................................
---
International Underwriters:
Morgan Stanley & Co. International Limited.......................
Lehman Brothers International (Europe)...........................
Salomon Brothers International Limited...........................
First Union Capital Markets Corp. ...............................
J.P. Morgan Securities Ltd.......................................
Subtotal.........................................................
---
Total............................................................
===
</TABLE>
The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively
referred to as the "underwriters" and the "representatives," respectively. The
underwriters are offering the shares of common stock subject to their
acceptance of the shares from Triton and subject to prior sale. The
underwriting agreement provides that the obligations of the several
underwriters to pay for and accept delivery of the shares of common stock
offered by this prospectus are subject to the approval of certain legal
matters by their counsel and to certain other conditions. The underwriters are
obligated to take and pay for all of the shares of common stock offered by
this prospectus if any such shares are taken. However, the underwriters are
not required to take or pay for the share covered by the underwriters over-
allotment option described below.

In the agreement between U.S. and international underwriters, sales may be
made between U.S. underwriters and international underwriters of any number of
shares as may be mutually agreed. The per share price of any

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shares sold by the underwriters shall be the public offering price listed on
the cover page of this prospectus, in United States dollars, less an amount
not greater than the per share amount of the concession to dealers described
below.

The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price listed on the cover
page of this prospectus and part to certain dealers at a price that represents
a concession not in excess of $ a share under the public offering price. Any
underwriter may allow, and such dealers may reallow, a concession not in
excess of $ a share to other underwriters or to certain dealers. After the
initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

Triton has granted to the U.S. underwriters an option, exercisable for 30
days from the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the public offering price listed on the
cover page of this prospectus, less underwriting discounts and commissions.
The U.S. underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, made in connection with the offering of the
shares of common stock offered by this prospectus. To the extent the option is
exercised, each U.S. underwriter will become obligated, subject to certain
conditions, to purchase about the same percentage of the additional shares of
common stock as the number listed next to the U.S. underwriter's name in the
preceding table bears to the total number of shares of common stock listed
next to the names of all U.S. underwriters in the preceding table. If the U.S.
underwriters' option is exercised in full, the total price to the public would
be $ , the total underwriters' discounts and commissions would be $ and
total proceeds to Triton would be $ .

The underwriters have informed Triton that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them. In addition, the underwriters have informed us
that they will not confirm sales to any accounts over which they exercise
discretionary authority without prior approval of the transaction by the
customer.

We intend to apply for quotation of our common stock on the Nasdaq National
Market under the symbol "TPCS."

At the request of Triton, the underwriters have reserved for sale, at the
initial offering price, up to shares offered in this prospectus for
directors, officers, employees, business associates, and related persons of
Triton. The number of shares of common stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved
shares. Any reserved shares, which are not so purchased, will be offered by
the underwriters to the general public on the same basis as the other shares
offered in this prospectus.

Each of Triton and the directors, executive officers and certain other
stockholders of Triton has agreed that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not,
during the period ending 180 days after the date of this prospectus:

. offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of
directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock; or

. enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
common stock,

whether any transaction described above is to be settled by delivery of common
stock or such other securities, in cash or otherwise. In addition, those
directors, executive officers and stockholders have agreed that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
underwriters, they will not, during the period ending 180 days after the date
of this prospectus, make any demand for, or exercise any right with

87
<PAGE>

respect to, the registration of any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock.

The restrictions described in this paragraph do not apply to:

. the sale of shares to the underwriters;

. the issuance by Triton of shares of common stock upon the exercise of an
option or a warrant or the conversion of a security outstanding on the
date of this prospectus of which the underwriters have been advised in
writing; or

. transactions by any person other than Triton relating to shares of
common stock or other securities acquired in open market transactions
after the completion of the offering of the shares; or

. the pledge by each stockholder to Triton of that stockholder's shares of
common stock under the terms of the securities purchase agreement.

In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the common stock, the underwriters may bid for, and purchase,
shares of common stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a dealer for
distributing the common stock in the offering, if the syndicate repurchases
previously distributed common stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

From time to time, some of the underwriters have provided, and may continue
to provide, investment banking services to us. Affiliates of First Union
Capital Markets Corp. and J.P. Morgan Securities Inc. act as agents and
lenders under our credit facility and an affiliate of Lehman Brothers Inc. is
a lender under that credit facility, and each receives fees customary for
performing those services. In addition, an affiliate of First Union provides
cash management and investment management services to Triton and receives fees
customary for performing those services, and First Union provided advisory
services to us in connection with our expected towers sale and will receive
customary fees upon closing of that sale.

Affiliates of J.P. Morgan Securities Inc. and First Union Capital Markets
Corp. beneficially own more than 10% of Triton's preferred equity. Under the
provisions of Rule 2720 of the Conduct rules of the National Association of
Securities Dealers, when an NASD member distributes securities of a company in
which it owns more than 10% of the company's preferred equity, the public
offering price of the securities can be no higher than that recommended by the
"qualified independent underwriter" as that term is defined in Rule 2720. In
accordance with those requirements, Morgan Stanley & Co. Incorporated has
agreed to serve as a "qualified independent underwriter" and has conducted due
diligence and will recommend a maximum price for the shares of common stock.

Triton and the underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

Pricing of the Offering

Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiations
between Triton and the U.S. representatives. Among the factors to be
considered in determining the initial public offering price will be the future
prospects of Triton and its industry in general, sales, earnings and certain
other financial operating information of Triton in recent periods, and the
price-earnings ratios, price-sales ratios, market prices of securities and
certain financial and operating information of companies engaged in activities
similar to those of Triton. The estimated initial public offering price range
set forth on the cover page of this preliminary prospectus is subject to
change as a result of market conditions and other factors.

88
<PAGE>

LEGAL MATTERS

Dow, Lohnes and Albertson, PLLC in Washington, D.C. will pass upon the
validity of the shares of common stock offered under this prospectus and
certain regulatory legal matters. Davis Polk & Wardwell in New York, New York
will pass upon the validity of the shares of common stock for the
underwriters.

EXPERTS

The combined financial statements of Triton PCS Holdings, Inc. as of
December 31, 1997 and 1998 and for the period from inception on March 6, 1997
to December 31, 1997 and the year ended December 31, 1998 have been included
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc. as of December 31, 1996 and 1997 and for the three years in the
period ended December 31, 1997 included in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect to those financial statements, and are
included in this registration statement in reliance upon the authority of said
firm as experts in accounting and auditing in giving that report.

CHANGE IN ACCOUNTANTS

Effective July 16, 1999, we engaged PricewaterhouseCoopers LLP as our
independent accountants. Prior to July 16, 1999, KPMG LLP had been our
independent accountants. The decision to change independent accountants was
approved by our board of directors. There were no disagreements with KPMG
regarding any matters with respect to accounting principles or practices,
financial statement disclosure or audit scope or procedure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused KPMG to make reference to the subject matter of the
disagreement in connection with its report. The former accountants' reports
for the year ended December 31, 1998 and the period from inception on March 6,
1997 to December 31, 1997 are included in this prospectus. KPMG's report does
not contain an adverse opinion or disclaimer of opinion or qualifications or
modifications as to uncertainty, audit scope or accounting principles. Prior
to July 16, 1999, we had not consulted with PricewaterhouseCoopers on any
items, which involved our accounting principles or the form of an audit
opinion to be issued on our financial statements.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 with the SEC covering
the common stock. This prospectus is part of that registration statement. For
further information about Triton, you should refer to our registration
statement and the exhibits filed with our registration statement. This
prospectus summarizes material provisions of contracts and other documents
that we refer you to. Since this prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement.

In addition, we will file annual, quarterly and special reports with the
SEC after the effectiveness of the registration statement. Triton's SEC
filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, and Chicago.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges.

89
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Triton PCS Holdings, Inc. Consolidated Interim Unaudited Financial
Statements
Consolidated Balance Sheets at December 31, 1998 and June 30, 1999 ..... F-2
Consolidated Statements of Operations for the six months ended June 30,
1998 and 1999.......................................................... F-3
Consolidated Statements of Shareholders' Equity (Deficit) for the year
ended December 31, 1998 and the six months ended June 30, 1999 ........ F-4
Consolidated Statements of Cash Flows for the six months ended June 30,
1998 and 1999.......................................................... F-5
Notes to the Consolidated Financial Statements.......................... F-6

Triton PCS Holdings, Inc. Combined Audited Financial Statements
Report of KPMG LLP...................................................... F-8
Combined Balance Sheets as of December 31, 1997 and 1998................ F-9
Combined Statements of Operations for the period March 6, 1997
(inception) to December 31, 1997 and the year ended December 31, 1998.. F-10
Combined Statements of Shareholders' Equity (Deficit) for the period
March 6, 1997 (inception) to December 31, 1997 and the year ended
December 31, 1998...................................................... F-11
Combined Statements of Cash Flows for the period March 6, 1997
(inception) to December 31, 1997 and the year ended December 31, 1998.. F-12
Notes to Combined Financial Statements.................................. F-13

Vanguard Cellular Systems of South Carolina, Inc. Audited Financial
Statements
Report of Arthur Andersen LLP........................................... F-32
Balance Sheets as of December 31, 1996 and 1997......................... F-33
Statements of Operations for the years ended December 31, 1995, 1996 and
1997................................................................... F-34
Statements of Cash Flows for the years ended December 31, 1995, 1996 and
1997................................................................... F-35
Statements of Changes in Shareholder's Deficit for the years ended
December 31, 1995, 1996 and 1997....................................... F-36
Notes to Financial Statements........................................... F-37

Myrtle Beach System of Vanguard Cellular Systems of South Carolina, Inc.
Balance Sheet at June 30, 1998 ......................................... F-42
Statements of Operations for the six months ended June 30, 1997 and
1998................................................................... F-43
Statements of Cash Flows for the six months ended June 30, 1997 and
1998................................................................... F-44
Notes to Financial Statements........................................... F-45

Triton PCS Holdings, Inc. Pro Forma Information
Financial Statements.................................................... F-50
Condensed Combined Statement of Operations.............................. F-51
Notes to Combined Financial Statements.................................. F-52
</TABLE>

F-1
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
($000's)

<TABLE>
<CAPTION>
Pro forma
December 31, June 30, June 30,
1998 1999 1999
------------ ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents................ $146,172 $ 9,250 $ 9,250
Marketable securities.................... 23,612 37,058 37,058
Due from related party................... 951 1,021 1,021
Accounts receivable net of allowance for
doubtful accounts of $1,071and $468,
respectively............................ 3,102 24,949 24,949
Inventory................................ 1,433 7,564 7,564
Prepaid expenses and other current
assets.................................. 4,288 6,001 6,001
Deferred income tax...................... 81 81 81
-------- -------- --------
Total current assets..................... 179,639 85,924 85,924
Property, plant, and equipment:
Land..................................... 313 313 313
Network infrastructure and equipment..... 34,147 198,045 198,045
Office furniture and equipment........... 17,642 31,624 31,624
Capital lease assets..................... 2,263 2,263 2,263
Construction in progress................. 145,667 71,836 71,836
-------- -------- --------
200,032 304,081 304,081
Less accumulated depreciation............ (1,079) (10,375) (10,375)
-------- -------- --------
Net property and equipment............... 198,953 293,706 293,706
Intangible assets, net.................... 307,361 318,381 318,381
Deferred transaction costs................ 906 1,124 1,124
Other long term assets.................... -- 2,000 2,000
-------- -------- --------
Total assets............................. $686,859 $701,135 $701,135
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable......................... $ 25,256 $ 35,486 $ 35,486
Accrued payroll & related expenses....... 3,719 4,654 4,654
Accrued expenses......................... 3,646 4,081 4,081
Accrued interest......................... 545 779 779
Capital lease obligation................. 281 278 278
-------- -------- --------
Total current liabilities................ 33,447 45,278 45,278
Long-term debt............................ 463,648 481,650 481,650
Capital lease obligations................. 2,041 1,924 1,924
Deferred income taxes..................... 11,744 11,744 11,744
Commitments and Contingencies
Series A Redeemable Preferred Stock
1,000,000 shares authorized, $.01 par
value, 732,371 and 786,253 shares issued
and outstanding at December 31, 1998 and
June 30, 1999, respectively, plus
accreted dividends....................... 80,090 89,627 89,627
Shareholders' equity:
Series B preferred stock, $.01 par value
2,000,000 shares authorized, no shares
issued or outstanding................... -- -- --
Series C preferred stock, $.01 par value,
3,000,000 shares authorized, 1,915,187
shares issued and outstanding at
December 31, 1998 and June 30, 1999,
respectively (no shares issued proforma
at June 30, 1999)....................... 19 19 --
Series D preferred stock, $.01 par value,
1,000,000 shares authorized, 500,944 and
543,683 shares issued and outstanding at
December 31, 1998 and June 30, 1999,
respectively............................ 5 5 5
Common stock, $.01 par value, 10,000,000
shares authorized, 268,459 and 273,208
shares issued and outstanding at
December 31, 1998 and June 30, 1999,
respectively, (2,188,395 shares issued
pro forma at June 30, 1999)............. 3 3 22
Additional paid-in capital............... 131,443 169,771 169,771
Accumulated deficit...................... (35,581) (99,366) (99,366)
Accumulated other comprehensive income... -- 735 735
Deferred compensation.................... -- (255) (255)
-------- -------- --------
Total shareholders' equity............... 95,889 70,912 70,912
-------- -------- --------
Total liabilities & shareholders'
equity................................. $686,859 $701,135 $701,135
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-2
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
($000's except per share amounts)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1998 1999
--------- ---------
(unaudited)
<S> <C> <C>
Revenues:
Service revenues...................................... $ -- $ 17,662
Roaming revenues...................................... -- 12,953
Equipment revenues.................................... -- 7,627
--------- ---------
Total revenues...................................... -- 38,242
Expenses:
Cost of service....................................... -- 14,809
Cost of equipment..................................... -- 12,816
Operations............................................ 1,444 11,023
Selling and marketing................................. -- 20,562
General and administrative............................ 3,709 10,653
Depreciation and amortization......................... 1,114 15,969
--------- ---------
Loss from operations.................................. 6,267 47,590
Interest expense, net of capitalized interest........... 9,872 18,847
Interest income......................................... 2,739 2,474
Other income, net....................................... -- 178
--------- ---------
Loss before taxes....................................... 13,400 63,785
Tax benefit............................................. 6,803 --
--------- ---------
Net loss................................................ 6,597 63,785
Accretion on preferred stock............................ 2,977 4,149
--------- ---------
Net loss available to common stockholders............... $ 9,574 $ 67,934
========= =========
Basic and diluted net loss per common share............. $ (51.67) $ (252.51)
========= =========
Weighted average common shares outstanding (basic and
diluted)............................................... 185,283 269,037
========= =========
Pro forma basic and diluted net loss per common share... $ (7.27) $ (31.10)
========= =========
Pro forma weighted average common shares outstanding
(basic and diluted).................................... 1,316,498 2,184,224
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
($000s)

For the Year ended December 31, 1998 and the six months ended June 30, 1999

<TABLE>
<CAPTION>
Series A Accumulated
Redeemable Series C Series D Additional Other
Preferred Preferred Preferred Common Paid-In Accumulated Comprehensive Comprehensive Deferred
Stock Stock Stock Stock Capital Deficit Income Loss Compensation Total
---------- --------- --------- ------ ---------- ----------- ------------- ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at Decem-
ber 31, 1997.... $ -- $-- $-- $ 2 $ -- $ (3,961) $-- $ -- $(3,959)
Issuance of stock
in connection
with private
equity
investment and
AT&T
transaction..... 73,237 14 4 1 74,305 -- -- -- 74,324
Issuance of stock
in connection
with Myrtle
Beach transac-
tion............ -- 3 -- -- 35,088 -- -- -- 35,091
Issuance of stock
in connection
with Norfolk
transaction..... -- 2 1 -- 28,903 -- -- -- 28,906
Redemption of Se-
ries C Preferred
Stock........... -- -- -- -- (3,560) -- -- -- (3,560)
Re-issuance of
Series C Pre-
ferred Stock.... -- -- -- -- 3,560 -- -- -- 3,560
Accreted divi-
dends........... 6,853 -- -- -- (6,853) -- -- -- (6,853)
Net loss......... -- -- -- -- -- (31,620) -- -- (31,620)
------- ---- ---- --- -------- -------- ---- ----- -------
Balance at Decem-
ber 31, 1998.... 80,090 19 5 3 131,443 (35,581) -- -- 95,889
------- ---- ---- --- -------- -------- ---- ----- -------
Issuance of stock
in connection
with private
equity
investment and
AT&T
transaction..... -- -- -- -- 35,000 -- -- -- 35,000
Issuance of stock
in connection
with Norfolk
transaction..... -- -- -- -- 2,169 -- -- -- 2,169
Issuance of stock
in connection
with
Savannah/Athens
transaction..... 5,388 -- -- -- 5,044 -- -- -- 5,044
Deferred compen-
sation.......... -- -- -- -- 264 -- -- (264) --
Amortization of
deferred compen-
sation.......... -- -- -- -- -- -- -- 9 9
Accreted divi-
dends........... 4,149 -- -- -- (4,149) -- -- -- (4,149)
Comprehensive
loss............
Unrealized gain
on securities.. -- -- -- -- -- -- 735 $ 735 -- 735
Net loss........ -- -- -- -- -- (63,785) -- (63,785) -- (63,785)
--------
Total comprehen-
sive loss...... $(63,050)
------- ---- ---- --- -------- -------- ---- ======== ----- -------
Balance at June
30, 1999........ $89,627 $ 19 $ 5 $ 3 $169,771 $(99,366) $735 $(255) $70,912
======= ==== ==== === ======== ======== ==== ===== =======
</TABLE>

See accompanying notes to combined financial statements.

F-4
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
($000's)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1998 1999
--------- ---------
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................ $ (6,597) $ (63,785)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization.......................... 1,114 15,969
Amortization of bond discount.......................... 104 307
Deferred income taxes.................................. (6,802) --
Accretion of interest.................................. 5,876 17,694
Amortization of deferred compensation.................. -- 9
Change in operating assets and liabilities:
Accounts receivable................................... -- (21,847)
Inventory............................................. -- (6,131)
Prepaid expenses and other current assets............. (296) (1,713)
Other noncurrent assets............................... -- (2,196)
Accounts payable...................................... 2,400 10,230
Accrued expenses...................................... -- 1,654
Accrued interest...................................... 4,013 234
--------- ---------
Net cash used in operating activities............... (188) (49,575)
--------- ---------
Cash flows from investing activities:
Capital expenditures.................................... (9,754) (111,397)
Proceeds from maturity of short term investments........ -- 9,793
Purchase of marketable securities....................... -- (22,504)
Myrtle Beach acquisition, net of cash acquired.......... (162,475) --
--------- ---------
Net cash used in investing activities............... (172,229) (124,108)
--------- ---------
Cash flows from financing activities:
Borrowings under credit facility........................ 75,000 --
Borrowings on subordinated debt......................... 291,000 --
Proceeds from issuance of stock in connection with
Private equity investment.............................. 33,256 35,000
Proceeds from issuance of stock in connection with
Myrtle Beach transaction............................... 35,091 --
Proceeds from issuance of stock in connection with
Norfolk transaction.................................... -- 2,169
Redemption of Series C Preferred Stock.................. (3,560) --
Re-issuance of Series C Preferred Stock................. 3,560 --
Payment of deferred transaction costs................... (11,822) (218)
Advances to related party, net.......................... 38 (70)
Principal payments under capital lease obligations...... -- (120)
--------- ---------
Net cash provided by financing activities........... 422,563 36,761
--------- ---------
Net increase (decrease) in cash.......................... 250,146 (136,922)
Cash and cash equivalents, beginning of period........... 11,362 146,172
--------- ---------
Cash and cash equivalents, end of period................. $ 261,508 $ 9,250
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1999

(1) Basis of Presentation

The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these consolidated
financial statements contain all of the adjustments, consisting of normal
recurring adjustments, necessary to present fairly, in summarized from, the
financial position and the results of operations of Triton PCS Holdings, Inc.
("Triton" or "the Company"). The results of operations for the six months
ended June 30, 1999 are not indicative of the results that may be expected for
the year ending December 31, 1999. The financial information presented herein
should be read in conjunction with the combined financial statements for the
year ended December 31, 1998 which include information and disclosures not
included herein.

The consolidated accounts of the Company include Triton PCS Holdings Inc.
Triton PCS, Inc. and wholly-owned subsidiaries. All significant intercompany
accounts or balances have been eliminated in consolidation.

(2) New Accounting Pronouncements

On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS 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" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material
effect on the Company's consolidated results of operations, financial
position, or cash flows.

(3) Savannah/Athens Exchange

One June 8, 1999, Triton PCS, Inc. completed an exchange of certain
licenses with AT&T, transferring licenses to the Hagerstown, MD and
Cumberland, MD Basic Trading Areas ("BTAs") covering 512,000 potential
customers in exchange for licenses to certain counties in the Savannah, GA and
Athens, GA BTAs, which covers 517,000 potential customers. All acquired
licenses are continguous to Triton's existing service area. In addition,
consideration of approximately $10.4 million in preferred stock of the
Company, was issued to AT&T. The licensed areas in Savannah and Athens have
not been built and are expected to be included in the current build-out plan
developed for the Triton's existing footprint.

(4) Capital Contributions

On February 4, 1998, pursuant to the Securities Purchase Agreement,
Holdings issued $140.0 million of equity to certain institutional investors
and management stockholders in exchange for irrevocable capital commitments
and contributions aggregating $140.0 million, $80.0 million of which has been
contributed to date. The balance of the unfunded commitments are to be
contributed as follows: $35.0 million on February 4, 2000 and $25.0 million on
February 4, 2001.

The securities purchase agreement provided that the initial cash
contributions and the unfunded commitments be made to Holdings. Holdings has
directed that all cash contributions subsequent to the initial cash
contributions be made directly to the Company.

(5) Stock Compensation

In October 1997 and February 1998, the Company granted 196,237 shares of
restricted common stock to certain employees and a trust intended for future
grants. The shares are subject to vesting provisions. At the

F-6
<PAGE>

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

June 30, 1999

issuance date, the estimated value of the shares issued was immaterial and,
accordingly, no deferred compensation was recognized. As of June 30, 1999,
76,971 additional shares were issued as anti-dilutive protection related to
subsequent capital contributions received by the Company. Deferred
compensation of $31,000 was recorded based on the estimated value of the
shares at the respective issuance dates.

On June 30, 1999, the Company granted, through the trust, 25,788 shares of
restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of $233,000 was recorded
based on the estimated fair value at the issuance date.

(6) Unaudited Pro Forma Balance Sheet

The board of directors has authorized the Company to file a Registration
Statement with the Securities and Exchange Commission permitting the Company
to sell shares of Common Stock in an initial public offering ("IPO"). If the
IPO is consummated as presently anticipated, all shares of Series C Preferred
Stock will automatically convert into an equal number of common shares. The
unaudited pro forma balance sheet reflects the subsequent conversion of the
Series C Preferred Stock as if such conversion had occurred as of June 30,
1999.

(7) Subsequent Event

On July 13, 1999, Triton PCS Inc. entered into an asset purchase agreement
pursuant to which Triton will sell and transfer to American Towers Inc., a
subsidiary of American Tower Corporation ("ATC"), 192 of its towers, related
assets and certain liabilities. The purchase price is approximately $72.8
million, reflecting a price of $380,000 per site. At closing, Triton has
agreed to contract with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and to extend its
current agreement for turnkey services for co-location sites through 2001. An
affiliate of an investor has acted as the Company's financial advisor in
connection with the sale of the Company's personal communications towers.

The Company will also enter into a master lease agreement with ATC, in
which the Company has agreed to pay American monthly rent of $1,200 per tower
for the continued use of the space that the Company occupied on the towers
prior to the sale. The initial term of the lease is for 12 years and the
monthly rental amount is subject to certain escalation clauses over the life
of the lease and related options.

The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

In July 1999, Triton entered into a commitment letter with affiliates of
certain investors pursuant to which the available borrowings under the
Company's credit facility increased from $425.0 million to $550.0 million.

In August 1999, the Company entered into stock purchase agreements with
certain directors and an officer under which the Company agreed to sell to
these individuals an aggregate of 3,400 shares of the Company's Series C
Preferred Stock for a purchase price of $100 per share.

F-7
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Triton PCS Holdings, Inc.:

We have audited the accompanying combined balance sheets of Triton PCS
Holdings, Inc. and predecessor company, as defined in note 1 to the financial
statements, as of December 31, 1998 and 1997, and the related combined
statements of operations, shareholders' equity (deficit) and cash flows for
the year ended December 31, 1998 and the period from March 6, 1997 (inception)
to December 31, 1997. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these combined 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of Triton PCS
Holdings, Inc. and predecessor company as of December 31, 1998 and 1997, and
the results of their operations and their cash flows for the year ended
December 31, 1998 and the period from March 6, 1997 (inception) to December
31, 1997, in conformity with generally accepted accounting principles.

/s/ KPMG LLP

Philadelphia, Pennsylvania
March 8, 1999

F-8
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED BALANCE SHEETS
($000's except share data)

<TABLE>
<CAPTION>
December 31,
-----------------
1997 1998
------- --------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents................................ $11,362 $146,172
Marketable securities.................................... -- 23,612
Due from related party................................... 148 951
Accounts receivable, net of allowance for doubtful
accounts of $1,071 in 1998.............................. -- 3,102
Inventory................................................ -- 1,433
Prepaid expenses and other current assets................ 21 4,288
Deferred income taxes.................................... -- 81
------- --------
Total current assets................................... 11,531 179,639
Property, plant, and equipment, net:....................... 473 198,953
Intangible assets, net..................................... 1,249 308,267
------- --------
Total assets........................................... $13,253 $686,859
======= ========

LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT) AND MEMBERS CAPITAL:
Current liabilities:
Accounts payable......................................... $ 1,581 $ 25,256
Accrued payroll and related expenses..................... 970 3,719
Accrued expenses......................................... 44 3,646
Accrued interest......................................... 1,228 545
Capital lease obligations................................ -- 281
Due to related party..................................... 45 --
Notes payable............................................ 13,344 --
------- --------
Total current liabilities.............................. 17,212 33,447
------- --------
Long-term debt............................................. -- 463,648
Capital lease obligations.................................. -- 2,041
Deferred income taxes...................................... -- 11,744
Commitments and contingencies (note 14)....................
Series A Redeemable Preferred Stock 1,000,000 shares
authorized, $.01 par value, no shares issued at December
31, 1997; 732,371 shares issued and outstanding at
December 31, 1998, plus accreted dividends................ -- 80,090
Shareholders' equity (deficit):
Series B preferred stock, $.01 par value 2,000,000 shares
authorized, no shares issued or outstanding............. -- --
Series C preferred stock, $.01 par value, 2,000,000
shares authorized, no shares issued or outstanding at
December 31, 1997; 3,000,000 shares authorized,
1,915,187 shares issued and outstanding at December 31,
1998.................................................... -- 19
Series D preferred stock, $.01 par value, 500,000 shares
authorized, no shares issued or outstanding at December
31, 1997; 1,000,000 shares authorized, 500,944 shares
issued and outstanding at December 31, 1998............. -- 5
Common stock, $.01 par value, 10,000,000 shares
authorized, 137,366 and 268,459 shares issued and
outstanding at December 31, 1997 and 1998,
respectively............................................ 2 3
Additional paid-in capital............................... -- 131,443
Accumulated deficit...................................... (3,961) (35,581)
------- --------
Total shareholder's equity (deficit) and members
capital............................................... (3,959) 95,889
------- --------
Total liabilities and shareholder's equity (deficit)... $13,253 $686,859
======= ========
</TABLE>

See accompanying notes to combined financial statements.

F-9
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF OPERATIONS
($000's except share and per share amounts)

<TABLE>
<CAPTION>
Period from
March 6, 1997 For the
(Inception) Year Ended
to December 31, December 31,
1997 1998
--------------- ------------
<S> <C> <C>
Revenues:
Service revenues............................... $ -- $ 15,823
Equipment revenues............................. -- 755
------- ---------
Total revenues............................... -- 16,578
Expenses:
Cost of service revenues....................... -- 4,298
Cost of equipment revenues..................... -- 1,699
Operations..................................... -- 13,045
Sales and marketing............................ -- 1,703
General and administrative..................... 2,736 8,570
Depreciation and amortization.................. 5 6,663
------- ---------
Total operating expenses..................... 2,741 35,978
Loss from operations......................... 2,741 19,400
Interest expense................................. 1,228 30,391
Interest and other (income)...................... (8) (10,635)
------- ---------
Loss before income taxes......................... 3,961 39,156
Income taxes (benefit)........................... -- (7,536)
------- ---------
Net loss......................................... 3,961 31,620
Accretion of preferred stock..................... -- 6,853
------- ---------
Net loss available to common shareholders........ $ 3,961 $ 38,473
======= =========
Net loss per common share (Basic and Diluted).... $(28.84) $ (182.77)
======= =========
Weighted average common shares outstanding (Basic
and Diluted).................................... 137,366 210,501
======= =========
Pro forma net loss per common share (Unaudited).. $ (23.26)
=========
Pro forma weighted average common shares
outstanding (Unaudited)......................... 1,654,104
=========
</TABLE>

See accompanying notes to combined financial statements.

F-10
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
($000s)

For the Year ended December 31, 1998 and the period from March 6, 1997
(inception) to December 31, 1997

<TABLE>
<CAPTION>
Series A
Redeemable Series C Series D Additional
Preferred Preferred Preferred Common Paid-in Accumulated
Stock Stock Stock Stock Capital Deficit Total
---------- --------- --------- ------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of common stock............................ $ -- $-- $-- $ 2 $ -- $ -- $ 2
Net loss............................................ -- -- -- -- -- (3,961) (3,961)
------- ---- ---- --- -------- -------- -------
Balance at December 31, 1997........................ -- -- -- 2 -- (3,961) (3,959)
------- ---- ---- --- -------- -------- -------
Issuance of stock in connection with private equity
investment and AT&T transaction (notes 3 and 15)... 73,237 14 4 1 74,305 -- 74,324
Issuance of stock in connection with Myrtle Beach
transaction (note 4)............................... -- 3 -- -- 35,088 -- 35,091
Issuance of stock in connection with Norfolk
transaction (note 4)............................... -- 2 1 -- 28,903 -- 28,906
Redemption of Series C Preferred Stock.............. -- -- -- -- (3,560) -- (3,560)
Re-issuance of Series C Preferred Stock............. -- -- -- -- 3,560 -- 3,560
Accreted dividends.................................. 6,853 -- -- -- (6,853) -- (6,853)
Net loss............................................ -- -- -- -- -- (31,620) (31,620)
------- ---- ---- --- -------- -------- -------
Balance at December 31, 1998........................ $80,090 $ 19 $ 5 $ 3 $131,443 $(35,581) $95,889
- --------------------------------------------------
======= ==== ==== === ======== ======== =======
</TABLE>

See accompanying notes to combined financial statements.

F-11
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF CASH FLOWS
($000's)

<TABLE>
<CAPTION>
Period from
March 6, 1997 For the
(Inception) Year Ended
to December 31, December 31,
1997 1998
--------------- ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss.......................................... $(3,961) $ (31,620)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization................... 5 6,663
Deferred income taxes........................... -- (7,536)
Accretion of interest on subordinated debt...... -- 22,648
Change in operating assets and liabilities, net
of effects of acquisitions:
Accounts receivable............................ -- 37
Inventory...................................... -- (1,046)
Prepaid expenses and other current assets...... (21) (468)
Accounts payable............................... 658 2,647
Accrued payroll and related expenses........... 970 2,749
Accrued expenses............................... 44 3,456
Accrued interest............................... 1,228 (1,660)
------- ---------
Net cash used in operating activities......... (1,077) (4,130)
------- ---------
Cash Flows From Investing Activities:
Capital expenditures............................. (478) (87,715)
Myrtle Beach acquisition, net of cash acquired... -- (164,488)
Norfolk acquisition.............................. -- (96,557)
Purchase of marketable securities................ -- (23,612)
------- ---------
Net cash used in investing activities......... (478) (372,372)
------- ---------
Cash Flows From Financing Activities:
Borrowings under credit facility................. -- 150,000
Borrowings on notes payable...................... 13,344 --
Proceeds from issuance of subordinated debt, net
of discount..................................... -- 291,000
Proceeds from issuance of stock in connection
with private equity investment.................. -- 33,256
Proceeds from issuance of stock in connection
with Myrtle Beach transaction................... -- 35,091
Proceeds from issuance of stock in connection
with Norfolk transaction........................ -- 14,349
Redemption of Series C Preferred Stock........... -- (3,560)
Re-issuance of Series C Preferred Stock.......... -- 3,560
Payment of deferred transaction costs............ (324) (11,329)
Advances to related party, net................... (103) (848)
Principal payments under capital lease
obligations..................................... -- (207)
------- ---------
Net cash provided by financing activities..... 12,917 511,312
------- ---------
Net Increase In Cash and Cash Equivalents......... 11,362 134,810
Cash And Cash Equivalents, Beginning of Period.... -- 11,362
------- ---------
Cash And Cash Equivalents, End of Period.......... $11,362 $ 146,172
======= =========
</TABLE>

See accompanying notes to combined financial statements.

F-12
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(1) Organization and Nature of Business

On March 6, 1997, Triton Communications L.L.C. ("L.L.C.") was formed to
explore various business opportunities in the wireless telecommunications
industry, principally related to personal communications services (PCS) and
cellular activities. During the period March 6, 1997 through October 1, 1997,
L.L.C.'S activities consisted principally of hiring a management team, raising
capital and negotiating strategic business relationships, primarily related to
PCS business opportunities. On October 1, 1997, Triton PCS Holdings, Inc.
("Holdings") was organized to pursue PCS-related activities. Holdings
subsequently formed a wholly owned subsidiary, Triton PCS, Inc. ("Triton")
which directly or indirectly owns several related wholly owned subsidiaries.
Subsequent to October 2, 1997, these PCS-related activities continued but were
conducted primarily through Triton and its subsidiaries. Consequently, for
purposes of the accompanying financial statements, L.L.C. has been treated as
a "predecessor" entity. As a result of certain financing relationships and the
similar nature of the business activities conducted by each respective legal
entity, L.L.C., Triton and Holdings are considered companies under common
control and were combined for financial reporting purposes for periods prior
to October 2, 1997.

The combined financial statements incorporate the PCS-related business
activities of L.L.C. and the activities of Triton and Holdings. The
consolidated accounts of Holdings include Triton; Triton PCS Holdings Company
L.L.C.; Triton Management Company, Inc.; Triton PCS Property Company L.L.C.;
Triton PCS Equipment Company L.L.C.; Triton PCS Operating Company L.L.C.; and
Triton PCS License Company L.L.C. (collectively The "Company"). All
significant intercompany accounts or balances have been eliminated in
consolidation.

(2) Summary Of Significant Accounting Policies

(a) 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, at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(b) Cash And Cash Equivalents

Cash and cash equivalents includes cash on hand, demand deposits and short
term investments with maturities of three months or less.

Marketable securities at December 31, 1998, consist of debt securities with
maturities between three and ten months. The Company has adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities in fiscal
1998. Under Statement No. 115, the Company classifies all of its debt
securities as available for sale and records them at fair value with
unrealized holding gains and losses to be included as a separate component of
other comprehensive income until realized. Realized gains and losses from the
sale of available for sale securities are determined on the specific
identification basis.

F-13
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(d) Inventory

Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.

(e) Property, Plant and Equipment

Property, Plant and Equipment is stated at original cost and includes
primarily computer equipment, software, and office equipment. Depreciation is
calculated based on the straight-line method over the estimated useful lives
of the respective assets. In addition, the Company capitalizes interest on
expenditures related to the buildout of the network. Expenditures for repairs
and maintenance are charged to expense as incurred.

(f) Construction In Progress

Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated
with developing information systems. The Company capitalizes interest on
certain of its construction in progress activities. Interest capitalized for
the year ended December 31, 1998 totaled $3.5 million. When the assets are
placed in service, the Company transfers the assets to the appropriate
property and equipment category and depreciates these assets over their
respective estimated useful lives.

(g) Investment in PCS Licenses

Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition (See Notes 3 and 4). Licenses are amortized on a
straight-line basis over 40 years.

(h) Deferred Transaction Costs

Costs incurred in connection with the negotiation and documentation of the
AT&T transaction (see Note 3), were deferred and included in the aggregate
purchase price allocated to the net assets acquired upon completion of the
transaction.

Costs incurred in connection with the negotiation and documentation of the
bank financing and the Company's issuance of senior subordinated discount
notes were deferred and amortized over the terms of the bank financing and
notes using the effective interest rate method.

(i) Long-Lived Assets

In accordance with SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of, the Company
periodically evaluates the carrying value of long-term assets when events and
circumstances warrant such review. The carrying value of a long lived asset is
considered impaired when the anticipated undiscounted cash flows from such
assets are separately identifiable and are less than the carrying value. In
that event a loss is recognized based on the amount by which the carrying
value exceeds the fair market value of the long lived asset. Fair market value
is determined by using the anticipated cash flows discounted at a rate
commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset. The Company has identified no such impairment losses.

F-14
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(j) Revenue Recognition

Revenues from operations consist of charges to customers for monthly
access, airtime, roaming charges, long-distance charges, and equipment sales.
Revenues are recognized as services are rendered. Unbilled revenues result
from service provided from the billing cycle date to the end of the month and
from other carrier's customers using the Company's systems for the last half
of each month. Equipment sales are recognized upon delivery to the customer
and reflect charges to customers for wireless handset equipment purchases.

(k) Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Under the asset and liability method of SFAS No.
109, deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

(l) Financial Instruments

The Company utilized derivative financial instruments to reduce its
exposure resulting from fluctuations in interest rates. Amounts to be paid or
received under interest rate swap agreements are accrued as interest rates
change and are recognized over the life of the swap agreements as an
adjustment to interest expense.

(m) Advertising Costs

The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $0 in 1997 and $643,000 in 1998.

(n) Comprehensive Income (Loss)

The Company adopted SFAS No. 130, Reporting Comprehensive Income
(SFAS 130), effective January 1, 1998. SFAS 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. Comprehensive income is the change in
equity of a business enterprise during a period from certain transactions and
the events and circumstances from non-owner sources. For the periods presented
in the accompanying combined statements of operations, comprehensive loss
equals the amounts of net loss reported on the accompanying combined
statements of operations.

(o) New Accounting Pronouncements

In April 1998, the Accounting Standards Executive Committee (AcSEC) of the
AICPA issued Statement of Position (SOP) 98-5, Reporting on the Costs of
Start-up Activities ("SOP 98-5"). This statement requires that the costs of
start-up activities, including organization costs, be expensed as incurred and
is effective for fiscal years beginning after December 31, 1998. The Company
has always expensed these costs as incurred and therefore the initial
application of the statement did not have any effect on the Company's combined
financial statements.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities SFAS which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts and for hedging activities. SFAS 133
is effective for

F-15
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

fiscal years beginning after June 15, 2000. While the impact of SFAS No. 133
has not been fully assessed, the Company does not expect it will have a
material effect on the financial statements.

(p) Historical Net Loss Per Share

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 common
stock outstanding during the period. In accordance with SFAS No. 128, no
conversion of preferred shares has been assumed in the calculation of diluted
loss per share since the effect would be antidilutive. Accordingly, the number
of weighted average shares outstanding as well as the amount of net loss per
share are the same for basic and diluted per share calculations for all
periods reflected in the accompanying financial statements. As of December 31,
1998, the calculation of historical loss per share excludes the antidilutive
impact of 1,915,817 shares of Series C Preferred Stock and 500,944 shares of
Series D Preferred Stock.

(q) Pro Forma Net Loss Per Common Share (unaudited)

Pro forma net loss per common share for the year ended December 31, 1998 is
computed using the weighted average number of shares of common stock
outstanding during the period and gives effect to the conversion of the Series
C Preferred Stock into common stock upon effectiveness of an Initial Public
Offering as if such conversion occurred on January 1, 1998 or at the date of
original issuance, if later.

(3) AT&T Transaction

On October 8, 1997, the Company entered into a Securities Purchase
Agreement with AT&T Wireless PCS, Inc. ("AT&T"), a subsidiary of AT&T Corp.,
and the stockholders of the Company, whereby Triton was to become the
exclusive provider of wireless mobility services in the AT&T Southeast
regions.

On February 4, 1998, the Company executed the Closing Agreement with AT&T
and the other stockholders of the Company, finalizing the transactions
contemplated in the Securities Purchase Agreement. In accordance with the
Closing Agreement, the Company and AT&T and the other stockholders of the
Company consented that one or more of the Company's subsidiaries shall enter
into certain agreements or conduct certain operations on the condition that
such subsidiaries shall, at all times, be direct or indirect wholly owned
subsidiaries of the Company and the Company shall cause such subsidiaries to
perform the obligations and conduct such operations required to be performed
or conducted under those agreements.

Under the Closing Agreement, the Company issued 732,371 shares of Series A
convertible preferred stock and 366,131 shares of Series D convertible
preferred stock to AT&T in exchange for 20 MHz A and B block PCS licenses
covering certain areas in the southeastern United States and the execution of
certain related agreements, as further described below. The fair value of the
FCC licenses, as determined by an independent appraisal, was $92.8 million
with an estimated useful life of 40 years. This amount is substantially in
excess of the tax basis of such licenses, and accordingly, the Company
recorded a deferred tax liability, upon the closing of the transaction.

In connection with the closing of the AT&T transaction, the Company
executed or was a party to certain agreements, including the following:

F-16
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(a) Stockholders' Agreement

Resale Agreement

Pursuant to the Stockholders' Agreement, the Company is required to enter
into a Resale Agreement at the request of AT&T. Under this agreement, AT&T
will be granted the right to purchase and resell on a nonexclusive basis
access to and usage of the Company's services in the Company's Licensed Area.
The Company will retain the continuing right to market and sell its services
to customers and potential customers in competition with AT&T.

The Resale Agreement will have a term of ten years and will renew
automatically for successive one-year periods unless, after the eleventh
anniversary thereof, either party elects to terminate the Resale Agreement.
Furthermore, AT&T may terminate the Resale Agreement at any time for any
reason on 180-days written notice.

The Company has agreed that the rates, terms, and conditions of service,
taken as a whole, provided by the Company to AT&T pursuant to the Resale
Agreement, shall be at least as favorable as (or if permitted by applicable
law, superior to) the rates, terms, and conditions of service, taken as a
whole, provided by the Company to any other customer. Without limiting the
foregoing, the rate plans offered by the Company pursuant to the Resale
Agreement shall be designed to result in a discounted average actual rate per
minute paid by AT&T for service below the weighted average actual rate per
minute billed by the Company to its subscribers generally for access and air
time.

Neither party may assign or transfer the Resale Agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except (a) to an affiliate of that party at the
time of execution of the Resale Agreement, (b) by the Company to any of its
operating subsidiaries, and (c) to the transferee of a party's stock or
substantially all of its assets, provided that all FCC and other necessary
approvals have been received.

The Company expects to enter into the Resale Agreement upon commencement of
its operations or shortly thereafter.

Exclusivity

Under the Stockholders' Agreement, none of the Stockholders will provide or
resell, or act as the agent for any person offering, within the Territory
wireless mobility telecommunications services initiated or terminated using
Time Division Multiple Access and frequencies licensed by the FCC (Company
Communications Services), except AT&T and its affiliates may (i) resell or act
as agent for the Company in connection with the provision of Company
Communications Services, (ii) provide or resell wireless telecommunications
services to or from certain specific locations, and (iii) resell Company
Communications Services for another person in any area where the Company has
not placed a system into commercial service, provided that AT&T has provided
the Company with prior written notice of AT&T's intention to do so and only
dual band/dual mode phones are used in connection with such resale activities.
Additionally, with respect to the markets listed in the Roaming Agreement,
each of the Company and AT&T agreed 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 such markets, and refrain from inducing
any of its customers to change such programming.

Build-out

The Company is required to conform to certain requirements regarding the
construction of the Company's PCS system. In the event that the Company
breaches these requirements, AT&T may terminate its exclusivity provisions.

F-17
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

Disqualifying Transactions

In the event of a merger, asset sale, or consolidation, as defined,
involving AT&T and another person that derives annual revenues in excess of
$5.0 billion, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer wireless mobility
telecommunication services to more than 25% of the population within the
Company's territory, AT&T and the Company have certain rights. AT&T may
terminate its exclusivity in the territory in which the other party overlaps
that of the Company. In the event that AT&T proposes to sell, transfer, or
assign to a non-affiliate its PCS system owned and operated in Charlotte, NC;
Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs, then AT&T will provide
the Company with the opportunity for a 180 day period to have AT&T jointly
market the Company's licenses that are included in the MTA that AT&T is
requesting to sell.

The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

(b) License Agreement

Pursuant to a Network Membership License Agreement, dated February 4, 1998
(the License Agreement), between AT&T and the Company, AT&T granted to the
Company a royalty-free, nontransferable, nonsublicensable, limited right, and
license to use certain Licensed Marks solely in connection with certain
licensed activities. The Licensed Marks include the logo containing the AT&T
and globe design and the expression "Member, AT&T Wireless Services Network."
The "Licensed Activities" include (i) the provision to end-users and
resellers, solely within the Territory, of Company Communications Services on
frequencies licensed to the Company for Commercial Mobile Radio Services
(CMRS) provided in accordance with the AT&T 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 if its rights under the
License Agreement; provided, however, that the License Agreement may be
assigned to the Company's lenders under the Credit Facility (note 9) and after
the expiration of any applicable grace and cure periods under the Credit
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.

The term of the License Agreement is for five years (the "Initial Term")
and renews for an additional five-year period if neither party terminates 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 licensing or assigning any of the rights in
the License Agreement, the Company's failure to maintain AT&T's quality
standards, or a change in control of the Company occurs.

After the Initial Term, AT&T may also terminate the License Agreement upon
the occurrence of certain transactions described in the Stockholders'
Agreement.

F-18
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million, as determined by an independent appraisal,
with an estimated useful life of 10 years. Amortization commenced upon the
effective date of the agreement.

Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended the "Roaming Agreement"), between AT&T and the Company,
each of AT&T and the Company agrees to provide (each in its capacity as
serving provider, the "Serving Provider") wireless mobility radiotelephone
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 wireless
mobility 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). Except with respect to the Norfolk BTA,
each Service Carrier's service charges per minute or partial minute for the
first 3 years will be fixed at a declining rate, and thereafter will be equal
to an adjusted average home rate or such lower rate as the parties negotiate
from time to time; provided, however, that with respect to the Norfolk BTA,
the service rate is equal to the lesser of (a) $0.25 per minute and (b) the
applicable home rate of AT&T, or such other rate as agreed to by the parties.
Each Service Carrier's toll charges per minute of use for the first 3 years
will be fixed at a declining rate and thereafter, such other rates as the
parties negotiate from time to time.

The Roaming Agreement has a term of 20 years, unless earlier terminated by
a party due to the other party's uncured breach of any term of the Roaming
Agreement, the other party's license or permit to provide CMRS.

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 fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.

(4) Acquisitions

(a) Myrtle Beach Acquisition

On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural
Service Area (the SC-5) for a purchase price of approximately $164.5 million
from Vanguard Cellular Systems. The Company has integrated the Myrtle Beach
System into its planned PCS Network. As a result of the acquisition, the
Company is no longer considered a development stage enterprise under SFAS No.
7. The acquisition has been accounted for using the purchase method and,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The purchase price was allocated to FCC licenses of approximately $116
million; subscriber lists of approximately $20 million; fixed assets of
approximately $24.7 million and other net assets of $3.8 million.

Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place
on January 1, 1997. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based on the fair market value of the property, plant and
equipment acquired, and the amortization of intangibles arising from the
transaction.

F-19
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

<TABLE>
<CAPTION>
1997 1998
-------- --------
Unaudited
<S> <C> <C>
Net revenues.......................................... $ 23,608 $ 31,116
Net loss.............................................. $ 47,336 $ 43,434
Net loss per common share............................. $(268.56) $(189.19)
Weighted average shares outstanding................... 176,256 229,573
</TABLE>

(b) Norfolk Acquisition

On December 31, 1998, the Company acquired from AT&T (the Norfolk
Acquisition) (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk,
Virginia BTA and (ii) certain assets of AT&T used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million, including $14.6 million of Series D Preferred Stock of the Company.
The excess of the aggregate purchase price over the fair market value of
tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the
network relating to the Norfolk Acquisition, including the installation of a
switch, has been substantially completed. The Company has commenced PCS
service in the Norfolk BTA in the first quarter 1999. The purchase price
allocation is preliminary at December 31, 1998 and is expected to be finalized
in 1999.

(5) Property, Plant and Equipment
<TABLE>
<CAPTION>
December 31,
-------------- Depreciable
1997 1998 Lives
---- -------- -----------
($000's)
<S> <C> <C> <C>
Land........................................... $-- $ 313
Network infrastructure and equipment........... -- 34,147 10-12 years
Office furniture and equipment................. 121 17,642 3-5 years
Capital leases................................. -- 2,263
Construction in progress....................... 357 145,667
---- --------
Property, plant and equipment................ 478 200,032
Less: accumulated depreciation and
amortization.................................. (5) (1,079)
---- --------
Property, plant, and equipment, net............ $473 $198,953
==== ========
</TABLE>

The depreciable life of capital lease assets is based upon the life of the
underlying asset or the life of the lease, whichever is shorter.

(6) Intangible Assets
<TABLE>
<CAPTION>
December 31,
--------------- Amortizable
1997 1998 Lives
------ -------- ------------
($000's)
<S> <C> <C> <C>
AT&T license................................... $ -- $ 95,248 40 years
AT&T agreements................................ -- 26,026 10-20 years
Myrtle Beach license........................... -- 116,252 40 years
Norfolk license................................ -- 46,299 40 years
Subscriber lists............................... -- 20,000 5 years
Bank financing................................. 1,249 10,994 8.5-10 years
------ --------
Other assets................................. 1,249 314,819
Less: accumulated amortization................. -- (6,552)
------ --------
Other assets, net $1,249 $308,267
====== ========
</TABLE>

F-20
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

Amortization charged to operations for the year ended December 31, 1998
totaled $5,589.

(7) Short-Term Debt

(a) Convertible Notes

At various dates in 1997, certain private equity investors provided $1.6
million in financing to L.L.C. in the form of convertible promissory notes.
The notes originally bore interest at 14% annually, payable at maturity. On
January 15, 1998, L.L.C. assigned the notes to the Company. The Company and
the noteholders subsequently negotiated a revised arrangement under which no
interest would be paid on the notes, which became convertible into
approximately $3.2 million worth of the Company's Series C preferred stock.
The conversion of L.L.C. notes into the Company's equity occurred on February
4, 1998. The $1.6 million preferred return to the investors was accounted for
as a financing cost during the period the notes were outstanding.

(b) Noninterest-Bearing Loans

During 1997, the company's Cash Equity Investors provided short-term
financing in the form of $11.8 million noninterest-bearing loans. Pursuant to
the Closing Agreement, such loans were converted to equity of the company as a
reduction of the requirements of the initial cash contributions of the
investors. No gain or loss was recognized on the conversion of the shares.

(8) Long-Term Debt

<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
----- --------
<S> <C> <C>
Bank credit facility....................................... $ -- $150,000
Senior subordinated debt................................... -- 313,648
----- --------
-- 463,648
Current portion of long-term debt.......................... -- --
----- --------
Long-term debt............................................. $ -- $463,648
===== ========
</TABLE>

The weighted average interest rate for total debt outstanding during
December 31, 1998 was 10.33%. The average rate at December 31, 1998 was
10.16%.

(9) Bank Credit Facility

On February 3, 1998, (the Credit Facility Effective Date), the Company
entered into a Credit Agreement (as amended from time to time, the Credit
Facility), with The Chase Manhattan Bank, as Administrative Agent, and certain
banks and other financial institutions party thereto. The Credit Facility
provides for (i) a $175.0 million senior secured term loan (the Tranche A Term
Loan) which may be drawn in installments at any time through the third
anniversary of the Credit Facility Effective Date and matures on the date that
is eight and one-half years from the Credit Facility Effective Date, (ii) a
$150.0 million senior secured term loan (the Tranche B Term Loan and, together
with the Tranche A Term Loan, the Term Loans) which matures on the date that
is nine and one-quarter years from the Credit Facility Effective Date, and
(iii) a $100.0 million senior secured revolving credit facility (the Revolving
Credit Facility and, together with the commitments to make the Term Loans, the
Facilities) which matures on the date that is eight and one-half years from
the Credit Facility Effective Date. At December 31, 1998 the Tranche B Term
Loan was completely drawn.

F-21
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

The commitment to make loans under the Revolving Credit Facility (Revolving
Credit Loans and, together with the Term Loans, the Loans) automatically and
permanently reduces, beginning on the date that is six years and six months
after the Credit Facility Effective Date, in eight quarterly reductions (the
amount of each of the first two reductions, $5.0 million, the next four
reductions, $10.0 million, and the last two reductions, $25.0 million). The
Tranche A Term Loans are required to be repaid, beginning on the date that is
four years after the Credit Facility Effective Date, in eighteen consecutive
quarterly installments (the amount of each of the first four installments,
$4,375,000, the next four installments, $6,562,500, the next four installments
$8,750,000, the next four installments, $10,937,500, and the last two
installments, $26,250,000). The Tranche B Term Loans are required to be repaid
beginning on the date that is four years after the Credit Facility Effective
Date, in twenty-one consecutive quarterly installments (the amount of the
first sixteen installments, $375,000, the next four installments $7.5 million,
and the last installment, $114.0 million).

Interest on all loans accrue, at the Company's option, either at (i) (a) a
LIBOR rate, as defined in the Credit Facility plus (b) the Applicable Rate (as
defined below) (Loans bearing interest described in (i), Eurodollar Loans) or
(ii) (a) the higher of (1) the Administrative Agent's prime rate and (2) the
Federal Funds Effective Rate (as defined in the Credit Facility) plus 0.5%,
plus (b) the Applicable Rate (Loans bearing interest described in (ii), ABR
Loans). Interest on any overdue amounts will be at a rate per annum equal to
2% plus the rate otherwise applicable to such amounts. The Applicable Rate
means, with respect to Tranche B Term Loans, 1.75% per annum, in the case of
an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan, and, with
respect to Tranche A Term Loans and Revolving Credit Loans, a rate between
0.0% to 1.25% per annum (depending on the level of the Company's ratio of debt
to earnings before income taxes, depreciation, and amortization (EBITDA) in
the case of an ABR Loan, and a rate between 1.00% and 2.25% per annum
(depending on the level of the Company's ratio of debt to EBITDA), in the case
of a Eurodollar Loan.

The Credit Facility requires an annual commitment fee of between 0.375% and
0.50% (depending on the level of the Company's ratio of debt to EBITDA) of the
unused portion of the Facilities payable quarterly in arrears and a separate
agent's fee payable to the Administrative Agent. The Credit Facility also
requires the Company to fix or limit the interest cost with respect to at
least 60% (as amended in July 1998) of the total amount of the outstanding
indebtedness of the Company. The Company incurred commitment fees of $2.0
million in 1998. At December 31, 1998, approximately 84% of the Company's
outstanding debt was at a fixed rate.

The Term Loans are required to be prepaid and commitments under the
Revolving Credit Facility reduced in an aggregate amount equal to (i) 50% of
excess cash flow of each fiscal year commencing the fiscal year ending
December 31, 2001, (ii) 100% of the net proceeds of asset sales, in excess of
a yearly threshold, outside the ordinary course of business or unused
insurance proceeds, (iii) 100% of the net cash proceeds in excess of the
initial $150.0 million of issuances of debt obligations and (iv) 50% of the
net cash proceeds of issuances of equity securities (other than in connection
with the Equity Commitments); provided, that the prepayments and reductions
set forth under clauses (iii) and (iv) will not be required if, after giving
effect to such issuance, (a) the Company's ratio of senior debt to EBITDA
would be less than 5 to 1 and (b) the Company would be in pro forma compliance
with certain covenants in the Credit Facility.

All obligations of the Company under the Facilities are unconditionally and
irrevocably guaranteed (the Bank Facility Guarantees) by each existing and
subsequently acquired or organized domestic subsidiary of the Company. The
Facilities and the Bank Facility Guarantees, and any related hedging contracts
provided by the lenders under the Credit Facility, are secured by
substantially all of the assets of the Company and each existing and
subsequently acquired or organized domestic subsidiary of the Company,
including a first priority pledge of all of the capital stock held by the
Company or any of its subsidiaries; provided that the pledge of shares of
foreign subsidiaries may be limited to 65% of the outstanding shares of such
foreign subsidiaries. The PCS

F-22
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

Licenses will be held by one or more single purpose subsidiaries of the
Company and will not be pledged to secure the obligations of the Company under
the Credit Facility, although the equity interests of such subsidiaries will
be pledged thereunder. Each single purpose subsidiary will not be allowed by
the Company to incur any liabilities or obligations other than the Bank
Facility Guarantee issued by it, the security agreement entered into by it in
connection with the Credit Facility, and, in the case of any single purpose
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of such subsidiary which are incident to being the
lessee of real property of the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

The Credit Facility contains covenants customary for facilities and
transactions similar to the Credit Facility, 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 Credit Facility also contains covenants relating to the population covered
by the Company's network and number of customers and customary
representations, warranties, indemnities, conditions precedent to borrowing,
and events of default.

Loans under the Credit 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 Credit Facility will constitute
Senior Debt under the Company's 11% Senior Subordinated Discount Notes.

The terms of the Credit Facility originally allowed the Company to incur
only $150 million of indebtedness pursuant to the issuance of Subordinated
Debt (as defined in the Credit Facility). In April 1998, the Company
negotiated an amendment to the Credit Facility, which included provisions that
(i) permit certain acquisitions (note 4); (ii) permit up to a total of $450
million in high yield debt; and (iii) exclude the equity issuances associated
with certain acquisitions from the mandatory prepayment requirement.

(10) Subordinated Debt

On May 7, 1998, the Company completed an offering (the "Offering") of $512
million of 11% Senior Subordinated Discount Notes ("the Notes"), pursuant to
Rule 144A of the Securities Act of 1933, as amended. The net proceeds of the
Offering (after deducting an Initial Purchaser's Discount of $9 million) were
approximately $291 million. The Company has used and intends to use the net
proceeds from the Offering, together with the Capital Contributions (note 15)
and borrowings under the Credit Facility, to fund: (i) capital expenditures,
including the build-out of its PCS network; (ii) the Myrtle Beach acquisition
and the Norfolk acquisition (note 4); (iii) working capital as required; (iv)
operating losses; (v) general corporate purposes, and (vi) potential
acquisitions.

Commencing on November 1, 2003, cash interest will be payable semiannually.
Each Note was offered at an original issue discount (Initial Purchaser's
Discount). Although cash interest will not be paid prior to May 1, 2003, the
original issue discount will accrue from the issue date to May 1, 2003.

The Notes are not redeemable prior to May 1, 2003, except as set forth
below. The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on or after May 1, 2003 and prior to maturity at the
following redemption prices (expressed as percentages of principal amount),
plus accrued interest, if any, up to but excluding the redemption date, if
redeemed during the 12-month period beginning on May 1 of the years indicated:

F-23
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2003.............................. 105.50%
2004.............................. 103.67
2005.............................. 101.84
2006 and thereafter............... 100.00
</TABLE>

In addition, on or prior to May 1, 2001, the Company may redeem up to 35%
of the principal amount at maturity of Notes issued under the Indenture at a
redemption price equal to 111% of the accreted value at the redemption date
with the net proceeds of one or more equity offerings of qualified stock of
(a) the Company, (b) a special purpose corporation formed to own qualified
stock of the Company, provided that at least 65% of the aggregate principal
amount at maturity of Notes issued under the Indenture would remain
outstanding immediately after giving effect to such redemption.

Upon a change in control, each holder of the Notes may require the Company
to repurchase such Holder's Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at
maturity, as applicable plus accrued and unpaid interest to the purchase date.

The debt principal begins to mature in 2003 and is fully repaid in 2008.

(11) Income Taxes

Income tax expense (benefit) at year ended December 31, 1998 consists of
the following:

<TABLE>
<CAPTION>
Current Deferred Total
------- -------- -------
<S> <C> <C> <C>
Federal.......................................... $ -- $(7,054) $(7,054)
State............................................ $ -- $ (482) $ (482)
------ ------- -------
$ -- $(7,536) $(7,536)
====== ======= =======
</TABLE>

The income tax expense (benefit) differs from those computed using the
statutory U.S. Federal income tax rate as set forth below.
<TABLE>
<CAPTION>
1997 1998
------ ------
<S> <C> <C>
U.S. Federal statutory rate.............................. 35.00% 35.00%
State income taxes, net of federal benefit............... -- 0.80%
Change in valuation allowance............................ (35.00%) (16.56%)
Other, net............................................... -- 0.01%
------ ------
Effective Tax Rate..................................... 0.00% 19.25%
====== ======
</TABLE>

F-24
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows.

<TABLE>
<CAPTION>
1997 1998
------- -------
<S> <C> <C>
Deferred tax assets:
Nondeductible accrued liabilities........................ $ 491 $ 1,049
Deferred transaction costs............................... 1,093 2,736
Net operating loss carryforward.......................... -- 16,022
------- -------
1,584 19,807
Valuation allowance...................................... (1,584) (8,506)
------- -------
Net deferred tax assets................................ -- 11,301
------- -------
Deferred tax liabilities:
Intangible assets........................................ -- 21,438
Capitalized interest..................................... -- 1,150
Others................................................... -- 376
------- -------
Deferred tax liabilities............................... -- 22,964
------- -------
Net deferred tax liabilities............................. $ -- $11,663
======= =======
</TABLE>

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Because the
Company does not have an operating history, management has only considered the
scheduled reversal of deferred tax liabilities and tax planning strategies in
making this assessment. Based upon the assessment, management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 1998. The
Company recorded a deferred tax liability of $17,771 in connection with the
contribution of licenses pursuant to the AT&T transaction (note 3).

F-25
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(12) Fair Value Of Financial Instruments

Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments. The Company has used
available market information to derive its estimates. However, because these
estimates are made as of a specific point in time, they are not necessarily
indicative of amounts the Company could realize currently. The use of
different assumptions or estimating methods may have a material effect on the
estimated fair value amounts.

<TABLE>
<CAPTION>
December 31,
---------------------------------------
1997 1998
------------------- -------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
-------- ---------- -------- ----------
($000s)
<S> <C> <C> <C> <C>
Cash and cash equivalents.......... 11,362 11,362 $146,172 146,172
Marketable securities.............. -- -- 23,612 23,612
Accounts and notes receivable...... -- -- 3,102 3,102
Accounts payable................... 1,581 1,581 25,256 25,256
Accrued expenses................... 1,014 1,014 7,365 7,365
Capital leases..................... -- -- 2,322 2,322
Interest rate risk management
agreements........................ -- -- -- 623
Long-term debt:
Subordinated debt................ -- -- 313,648 239,355
Bank term loan................... -- -- 150,000 150,000
</TABLE>

(a) Cash and Cash Equivalents, Accounts and Notes Receivable, Accounts
Payable and Accrued Expenses

The carrying amounts of these items are a reasonable estimate of their fair
value due to the short-term nature of the instruments.

(b) Marketable Securities

The fair value of these securities are estimated based on quoted market
prices. At December 31, 1998, marketable securities consist of the following:

<TABLE>
<CAPTION>
Unrealized
Cost Fair value gain (loss)
------- ---------- -----------
($000s)
<S> <C> <C> <C>
Available for sale securities:
Debt securities due in one year or less.... $23,612 23,612 --
</TABLE>

Long-term debt is comprised of subordinated debt, bank term loan, and
capital leases. The fair value of subordinated debt is stated at quoted market
value. The carrying amount of the bank term loan is a reasonable estimate of
its fair value because its market rate interest is variable. Capital leases
are recorded at their net present value, which approximates fair value.

(d) Interest Rate Risk Management Agreements

The Company enters into interest rate protection agreements to lock in
interest rates on the variable portion of its debt. The Company does not use
these agreements for trading or other speculative purposes, nor is it a

F-26
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

party to any leveraged derivative instrument. Although these agreements are
subject to fluctuations in value, they are generally offset by fluctuations in
the value of the underlying instrument or anticipated transaction.

In an interest rate swap, the Company agrees to exchange, at specified
intervals, the difference between a variable interest rate (based on 3 month
Libor) and either a fixed or another variable interest rate calculated by
reference to an agreed-upon notional principal amount. The resulting rate
differential is reflected as an adjustment to interest expense over the life
of the swap.

At December 31, 1998, the Company would receive $23,000 to settle its
agreements.

The following table summarizes the Company's off-balance sheet interest
rate swap agreements at December 31, 1998:
<TABLE>
<CAPTION>
Receive
Notional Fair Pay Rate Rate
Amount Value Maturity (Fixed) (Variable)
-------- -------- -------- -------- ----------
($000's) ($000's) ($000's) ($000's)
<S> <C> <C> <C> <C> <C>
Pay fixed rate, receive
floating rate............. $35,000 $254 12/03 4.805% 5.156%
Pay fixed rate, receive
floating rate............. $40,000 $369 12/03 4.760% 5.156%
</TABLE>

(13) Related-Party Transactions

The Company is associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap and the sharing of leased
facilities. As part of this association, certain costs are incurred on behalf
of Triton Cellular and subsequently reimbursed to the Company. Such costs
totaled $148,000 and $482,000 during 1997 and 1998, respectively. In addition,
pursuant to an agreement between the Company and Triton Cellular, allocations
for management services rendered are charged to Triton Cellular. Such
allocations totaled $469,000 during 1998. The outstanding balance at December
31, 1998 was $951,000. The Company expects settlement of these outstanding
charges during 1999.

In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.

In February 1998, Triton entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. In connection with
execution of the credit facility, the agent and lenders receive customary fees
and expenses.

In May 1998, Triton consummated a private offering of senior subordinated
notes. Affiliates of several cash investors were initial purchasers in the
private offering and received a placement fee of $6.3 million.

Triton has entered into letter agreements with certain management employees
and independent directors under which these individuals were issued shares of
the Company's common stock subject to a five year vesting period.

F-27
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

(14) Commitments and Contingencies

(a) Leases

The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2010. The Company has various capital lease
commitments of approximately $2.3 million as of December 31, 1998. As of
December 31, 1998, the future minimum rental payments under these lease
agreements having an initial or remaining term in excess of one year were as
follows:

<TABLE>
<CAPTION>
Operating Capital
--------- -------
($000)
<S> <C> <C>
1999..................................................... $ 6,484 $ 474
2000..................................................... 6,305 614
2001..................................................... 5,962 600
2002..................................................... 5,849 578
2003..................................................... 4,397 434
Thereafter............................................... 1,724 --
------- ------
Total.................................................. $30,721 2,700
=======
Interest expense......................................... 378
------
Net present value of future payments..................... 2,322
Current portion of capital lease obligation.............. 281
------
$2,041
======
</TABLE>

Rent expense under operating leases was $3.0 million for the year ended
December 31, 1998 and $59,000 for the period from March 6, 1997 to December
31, 1997, respectively.

(b) Employment Agreements

In 1998, the Company entered into five-year employment agreements with
three of its officers. The employment agreements provide for minimum aggregate
annual compensation of $795,000 for the years 1999 through 2001, as well as
annual bonuses based upon performance. The employment agreements also provide
that in the event that the officers are terminated, certain liabilities will
be incurred by the Company. Also, upon death or disability of the officers,
the Company will be required to make certain payments.

The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Company's results of operations.

(15) Shareholders' Equity and Members' Capital

On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued 1,400,000 shares of its Series C preferred stock at $100 per
share. The Securities Purchase Agreement requires the purchasers of the Series
C preferred stock to fund their unconditional and irrevocable obligations in
installments in accordance with the following schedule:

F-28
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

<TABLE>
<CAPTION>
Date due Amount
-------- ------------
<S> <C>
Initial closing (funded on February 4, 1998)................ $ 45,000,000
First anniversary of initial closing (funded on February 4,
1999)...................................................... 35,000,000
Second anniversary of initial closing....................... 35,000,000
Third anniversary of initial closing........................ 25,000,000
------------
$140,000,000
============
</TABLE>

Pursuant to a Stockholders' Agreement, under certain circumstances, the
Board of Directors may require the Cash Equity Investors to contribute in
advance any portion of the unfunded commitment.

During 1997, the Company's Cash Equity Investors provided short-term
financing in the form of $11.7 million in non-interest-bearing loans. Pursuant
to the Closing Agreement, such loans were converted to equity of the Company
as a reduction of the requirements of the initial cash contribution on
February 4, 1998.

The Company's Restated Certificate of Incorporation provides the Company
with the authority to issue 17,000,000 shares of capital stock, consisting of
(a) 1,000,000 shares of the Company's Series A preferred stock, (b) 2,000,000
shares of the Company's Series B preferred stock, (c) 3,000,000 shares of the
Company's Series C preferred stock, (d) 1,000,000 shares of the Company's
Series D preferred stock, and (e) 10,000,000 shares of the Company's common
stock.

As of December 31, 1998, the Company received additional equity
contributions of $49.3 million, of which $35.0 million related to the
acquisition of the Myrtle Beach System and $14.3 million related to the
Norfolk Acquisition (see note 4). As of December 31, 1998, the Company had
outstanding equity commitments of $2.2 million related to the Norfolk
Acquisition, which were received in January 1999.

(a) Preferred Stock

The Series A preferred stock (Series A) is convertible into common stock at
the option of the holders after the 8th anniversary of its issuance. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.

The holders of the Series A are entitled to 10% cumulative annual dividends
as defined, payable quarterly. At December 31, 1998, cumulative dividends
accrued and classified as a component of preferred stock in the accompanying
balance sheet are $6,853,000. The Company may defer payment of the dividends
until the 42nd payment due date, at which time all deferred dividend payments
must be made. The Series A is redeemable at its accreted value at the option
of the Company after the 10th anniversary of its issuance. The Series A is
redeemable at the option of the holders after the 20th anniversary of its
issuance. The Series A and the Series B preferred stock (Series B) are on a
parity basis with respect to dividend rights and rights on liquidation and
senior to all other classes of preferred or common stock of the Company. The
Series A holders do not have any voting rights, except as required by law or
in certain circumstances, and have the right to elect one director.

In the event that there is a disqualifying transaction, the Company has the
right to cause AT&T to exchange certain shares of its Series A convertible
preferred stock into Series B convertible preferred stock. The Series B
preferred stock has dividend rights equal to that of the Series A. The Series
B is not convertible into any other security of the Company. The Series B is
redeemable at its accreted value, at the option of the Company. The Series B
holders do not have any voting rights.

F-29
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

The Series C preferred stock (Series C) is convertible into common stock on
a 1:1 basis, subject to adjustments. Mandatory conversion occurs upon an
initial public offering of the Company's common stock, as defined. The holders
of the Series C vote on an as converted basis as a single class with the
holders of the common stock. Upon liquidation or dissolution, the holders of
the Series C preferred have a liquidation preference of $100 per share,
subject to adjustment which is subordinated to the Series D preferred (Series
D) but ranks senior to the common stock.

In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors
approximately 35,600 shares of the Company's Series C Preferred Stock for
approximately $3,560,000.

The Series D is convertible into an equivalent number of shares of Series C
at the option of the holder. The holders of the Series D do not have any
voting rights. Upon liquidation or dissolution, the holders of the Series D
have a liquidation preference of $100 per share, subject to adjustment and
rank senior to the Series C and the common stock.

(b) Common Stock

On October 1, 1997, the Company issued 137,366 shares of its common stock
to its founders. The shares are subject to the vesting schedules detailed in
the executives' employment agreements.

In February 1998 the Company established a trust to hold 58,871 shares of
the Company's common stock to be issued to employees in the future, at
management's discretion. On February 4, 1998, the Company issued 16,876 shares
of common stock that vest ratably over a five-year period to certain key
employees.

In connection with the acquisitions of the Myrtle Beach System and the
Norfolk Acquisition (see note 4), the Company issued approximately 38,900 and
33,300 shares of common stock, respectively, to or for the benefit of
management stockholders and independent directors.

Members' capital contributions are recorded when received. Total committed
capital at October 31, 1997 was $1.00. Distributions, if any, will be made in
proportion to capital accounts. Allocation of income, gains, losses, and
deductions will be in proportion to capital accounts.

(16) Stockholders' Agreement

In connection with the closing of the AT&T transaction and the sale of
Series C preferred, the Cash Equity Investors, AT&T, and certain management
shareholders executed certain agreements among the stockholders, which address
the following areas:

(a) Board of Directors

The Stockholders' Agreement specifies the number of directors and how they
will be selected.

(b) Registration Rights

The Stockholder's Agreement grants certain demand and piggyback
registration rights to stockholders. Certain stockholders, as defined in the
Stockholders Agreement, may cause an underwriter demand registration,

F-30
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
December 31, 1997

as defined. In addition, if the Company has not completed an initial public
offering of its common stock by February 4, 2003, certain holders of the
Company's capital stock can cause the registration of the Company's common
stock.

The Stockholder's Agreement imposes numerous restrictions with respect to
the sale and or transfer of the Company's capital stock. Generally, prior to
the Company completing its initial public offering, as defined, the holders of
the Series C, Series D, and the common stock are restricted except as defined
until February 4, 2001. After February 4, 2001, the Series C holders and
common stock holders may transfer their interests subject to certain
restrictions and rights of first refusal.

On or after the completion of the Company's initial public offering, the
holders of the common stock and Series D are restricted until February 4,
2001. The sale of common stock is subject to the rights of refusal.

The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

(17) 401(K) Savings Plan

The Company sponsors a 401(k) Savings Plan which permits employees to make
contributions to the Savings Plan on a pre-tax salary reduction basis in
accordance with the Internal Revenue Code. Substantially all full-time
employees are eligible to participate in the next quarterly open enrollment
after 90 days of service. The Company matches a portion of the voluntary
employee contributions. The cost of the Savings Plan charged to expense was
$65,000 in 1998.

(18) Supplemental Cash Flow Information

<TABLE>
<CAPTION>
1997 1998
------ --------
($000s)
<S> <C> <C>
Cash paid during the year for interest, net of amounts
capitalized............................................... $ -- $ 8,150
Cash paid during the year for income taxes................. -- --
Noncash investing and financing activities:
Equipment acquired under capital lease obligation......... -- 2,529
Capital contribution in connection with conversion of
short-term debt to equity................................ -- 13,362
Issuance of Preferred stock in connection with Norfolk
Acquisition.............................................. -- 14,555
Issuance of Preferred stock in connection with AT&T
transaction net of deferred taxes........................ -- 100,947
Capital expenditures included in accounts payable......... -- 21,027
Deferred transaction cost financed via accounts payable... 924 --
</TABLE>

F-31
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vanguard Cellular Systems of South Carolina, Inc.:

We have audited the accompanying balance sheets of Vanguard Cellular
Systems of South Carolina, Inc. (a South Carolina corporation and an indirect,
wholly-owned subsidiary of Vanguard Cellular Systems, Inc.) as of December 31,
1997 and 1996, and the related statements of operations, changes in
shareholder's deficit and cash flows for each of the three years in the period
ended December 31, 1997. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Vanguard Cellular Systems
of South Carolina, Inc. as of December 31, 1997 and 1996 and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.

Arthur Andersen LLP

Greensboro, North Carolina,
March 20, 1998.

F-32
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

BALANCE SHEETS
(Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
December 31,
------------------
1996 1997
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash.................................................... $ 199 $ 121
Accounts receivable, net of allowances for doubtful
accounts of $200 and $475.............................. 1,485 3,199
Cellular telephone inventories.......................... 511 526
Prepaid expenses........................................ 10 33
Deferred income tax asset............................... -- 8,190
-------- --------
Total current assets.................................. 2,205 12,069
-------- --------
Deferred Cellular License Acquisition Costs, net of
accumulated amortization of $2,860 and $3,343............ 16,247 15,764
-------- --------
Property and Equipment, at cost:
Land.................................................... 306 313
Cellular telephones held for rental..................... 1,653 1,859
Cellular telephone systems.............................. 24,068 29,453
Office furniture and equipment.......................... 2,323 3,139
-------- --------
28,350 34,764
Less--Accumulated depreciation.......................... 5,864 9,252
-------- --------
22,486 25,512
Construction in progress................................ 198 565
-------- --------
22,684 26,077
Other Assets.............................................. 22 21
-------- --------
Total assets............................................ $ 41,158 $ 53,931
======== ========
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities:
Accounts payable and accrued expenses................... $ 315 $ 686
Advances from Vanguard.................................. 53,350 63,092
-------- --------
Total current liabilities............................. 53,665 63,778
-------- --------
Deferred Income Tax Liability............................. -- 1,298
-------- --------
Commitments and Contingencies (Note 5)
Shareholder's Deficit:
Common stock--$1 par value, 1,000 shares issued and
outstanding............................................ 1 1
Accumulated deficit..................................... (12,508) (11,146)
-------- --------
Total shareholder's deficit........................... (12,507) (11,145)
-------- --------
Total liabilities and shareholder's deficit........... $ 41,158 $ 53,931
======== ========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-33
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

STATEMENTS OF OPERATIONS
(Amounts in thousands)

<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Service fees.............................. $ 16,428 $ 19,778 $ 22,508
Cellular telephone equipment revenues..... 1,077 673 1,100
---------- ---------- ----------
17,505 20,451 23,608
---------- ---------- ----------
Costs and Expenses:
Cost of service........................... 1,796 3,014 2,811
Cost of cellular telephone equipment...... 1,853 1,478 2,495
General and administrative................ 2,260 2,948 4,793
Marketing and selling..................... 2,564 2,731 3,944
Depreciation and amortization............. 1,765 2,907 5,162
Management fees........................... 1,374 1,620 1,896
Corporate costs allocated from Vanguard... 989 1,195 1,586
---------- ---------- ----------
12,601 15,893 22,687
---------- ---------- ----------
Income From Operations...................... 4,904 4,558 921
Interest Expense............................ (4,414) (5,214) (6,451)
Other, net.................................. (326) (186) --
---------- ---------- ----------
Income (Loss) Before Income Taxes........... 164 (842) (5,530)
Income Tax Benefit.......................... -- -- 6,892
---------- ---------- ----------
Net Income (Loss)........................... $ 164 $ (842) $ 1,362
========== ========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-34
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

STATEMENTS OF CASH FLOWS
(Amounts in thousands)

<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1995 1996 1997
---------- ----------- ----------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss)........................ $ 164 $ (842) $ 1,362
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization........... 1,765 2,907 5,162
Net losses on dispositions of property
and equipment.......................... 326 186 --
Deferred income tax benefit............. -- -- (6,892)
Changes in current items:
Accounts receivable, net............... (527) 404 (1,714)
Cellular telephone inventories......... (162) (104) (15)
Accounts payable and accrued expenses.. (47) (97) 371
Other, net............................. (20) 13 (23)
---------- ----------- ----------
Net cash provided by (used in)
operating activities................. 1,499 2,467 (1,749)
---------- ----------- ----------
Cash Flows From Investing Activities--
Purchases of property and equipment...... (8,948) (12,531) (8,072)
---------- ----------- ----------
Cash Flows From Financing Activities:
Net increase in advances from Vanguard... 7,603 10,050 9,742
Other, net............................... (12) -- 1
---------- ----------- ----------
Net cash provided by financing
activities........................... 7,591 10,050 9,743
---------- ----------- ----------
Net Increase (Decrease) in Cash........... 142 (14) (78)
Cash, beginning of period................. 71 213 199
---------- ----------- ----------
Cash, end of period....................... $ 213 $ 199 $ 121
========== =========== ==========
Supplemental Disclosure of Cash Paid
During the Period for Interest, net of
amounts capitalized...................... $ 4,414 $ 5,214 $ 6,451
========== =========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-35
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT
(Dollar amounts in thousands)

<TABLE>
<CAPTION>
For the years ended December 31, 1995, 1996 and 1997
------------------------------------------------------------
Common Stock Total
----------------------- Accumulated Shareholder's
Shares Amount Deficit Deficit
----------- ---------- --------------- -----------------
<S> <C> <C> <C> <C>
Balance, January 1,
1995................... 1,000 $ 1 $ (11,830) $ (11,829)
Net income............ -- -- 164 164
----------- ---------- -------------- --------------
Balance, December 31,
1995................... 1,000 1 (11,666) (11,665)
Net loss.............. -- -- (842) (842)
----------- ---------- -------------- --------------
Balance, December 31,
1996................... 1,000 1 (12,508) (12,507)
Net income............ -- -- 1,362 1,362
----------- ---------- -------------- --------------
Balance, December 31,
1997................... 1,000 $ 1 $ (11,146) $ (11,145)
=========== ========== ============== ==============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-36
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS
(Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

Vanguard Cellular Systems of South Carolina, Inc. (the Company), a South
Carolina corporation, is a provider of nonwireline cellular telephone service
to the SC-5 (Myrtle Beach) Rural Statistical Area (RSA). The Company acquired
the Myrtle Beach RSA license in January 1991 and the cellular system in this
market became operational in the second quarter of 1991. The Company is 100%
controlled by Vanguard Cellular Systems, Inc. (Vanguard) and operates under
the trade name of CellularOne(R), which is the trade name many nonwireline
carriers have adopted to provide conformity throughout the industry.

The accompanying financial statements present the financial position,
results of operations and cash flows of the Company as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
Company is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

Substantially all of the Company's assets are pledged under Vanguard's
long-term credit facility. Operating and capital expansion funds have been
advanced between Vanguard and the Company on an interest bearing basis, with
the net amounts of these transfers reflected in advances from Vanguard in the
accompanying balance sheets. The debt of Vanguard has not been specifically
allocated to the Company; however, advances from Vanguard approximate the
borrowings of Vanguard that are attributable to the Company. Interest has been
charged by Vanguard to the Company on funds advanced to the Company as an
approximation of the Company's share of Vanguard's consolidated interest cost.
Vanguard charges interest to its subsidiaries based on its consolidated
borrowing rates plus 200 basis points. For each of the three years in the
period ended December 31, 1997, the average interest rate charged to the
Company by Vanguard was approximately 11%. Total interest charged, net of
amounts capitalized, from Vanguard to the Company was $4,414, $5,214 and
$6,451 for the years ended December 31, 1995, 1996 and 1997, respectively.

The net balance in Advances from Vanguard has been classified as a
liability in the accompanying balance sheets as the Company will repay these
advances to Vanguard upon receipt of the proceeds from the sale of the
company's assets to Triton PCS, Inc. (See Note 7) .

Note 2. Significant Accounting and Reporting Policies:

Use of Estimates

The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the Company's financial
position and results of operations. Actual results could differ from those
estimates.

Revenue Recognition

Service fees are recognized at the time cellular services are provided.
Cellular telephone equipment revenues consist primarily of sales to
subscribers, which are recognized at the time equipment is delivered to the
subscriber, and equipment rentals, which are recognized monthly over the terms
of the rental agreement with the subscriber.

F-37
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Cellular Telephone Inventories

Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

Deferred Cellular License Acquisition Costs

The Company's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The Company amortizes its investment over 40
years. Amortization expense of $446, $483 and $483 was recorded in 1995, 1996
and 1997, respectively.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:

<TABLE>
<S> <C>
Cellular telephones held for rental............................. 3 years
Cellular telephone systems...................................... 7-20 years
Office furniture and equipment.................................. 3-10 years
</TABLE>

At December 31, 1996 and 1997, construction in progress was composed
primarily of the cost of uncompleted additions to the Company's cellular
telephone systems. The Company capitalized interest costs of $106, $125 and
$43 in 1995, 1996 and 1997, respectively, as part of the cost of cellular
telephone systems.

Maintenance, repairs and minor renewals are charged to operations as
incurred. Gains or losses at the time of disposition of property and equipment
are reflected in the statements of operations currently.

Cellular telephones are rented to certain customers generally with a
contract for a minimum length of service. Such customers have the option to
purchase the cellular telephone at any time during the term of the agreement.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121. "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", the Company reviews for the impairment of long-
lived assets and certain identifiable intangibles, whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by the Company.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The Company is included in the consolidated Federal income tax
return of

F-38
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Vanguard and its subsidiaries. The Company records its share of consolidated
Federal income taxes as if the Company filed a separate return.

Note 3. Future Cash Flow Requirements:

The Company's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During 1995, 1996 and 1997, the Company received
$7,603, $10,050 and $9,742, respectively, of these advances. Vanguard has
committed to fund the cash requirements of the Company at least through fiscal
1998 or through the ultimate date of disposition (Note 7), whichever is
earlier. Accordingly, the accompanying financial statements have been prepared
assuming the Company will continue as a going concern and, as such,
adjustments, if any, that may be required for presentation on another basis
have not been considered.

Note 4. Income Taxes:

For Federal income tax reporting purposes, the Company's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the Company's assets and
liabilities. The components of net deferred taxes as of December 31, 1996, and
1997 were as follows:

<TABLE>
<CAPTION>
December 31, December 31,
1996 1997
------------ ------------
<S> <C> <C>
Deferred income tax assets:
Net operating loss carryforward.............. $ 5,802 $7,936
Other liabilities and reserves............... 216 254
Valuation allowance.......................... (4,776) --
------- ------
Total deferred income tax assets........... 1,242 8,190
------- ------
Deferred income tax liabilities:
Unamortized deferred cellular license
acquisition costs........................... 594 705
Property and equipment....................... 648 593
------- ------
Total deferred income tax liabilities...... 1,242 1,298
------- ------
Net deferred income taxes...................... $ -- $6,892
======= ======
</TABLE>

A valuation allowance of $4,454 as of December 31, 1995 was established
because in the Company's assessment, it was uncertain whether the net deferred
income tax assets would be realized. In addition, because of its continuing
assessment that it was uncertain whether the net deferred income tax assets
would be realized, the Company increased the valuation allowance by $322 to
offset the 1996 net deferred income tax benefit.

F-39
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

In March 1998, Vanguard entered into an agreement to sell the operational
assets of the Company for a cash purchase price of $160,000, subject to
adjustment (Note 7). This transaction is expected to generate substantial
capital gains which will utilize an equivalent amount of Vanguard's
accumulated net operating loss carryforwards. Based on these anticipated
gains, management has assessed that it is more likely than not that the
deferred income tax assets of Vanguard and its subsidiaries, including the
Company, are realizable. Accordingly, for the year ended December 31, 1997,
the Company recognized a net deferred income tax benefit of $6,892 upon
reversal of the valuation allowance on its net deferred income tax assets.

A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:

<TABLE>
<CAPTION>
For the Years Ended
--------------------------------------
December 31, December 31, December 31,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Amount at statutory Federal rate... $ 57 $(295) $(1,936)
Change in valuation allowance...... (63) 322 (4,776)
Other.............................. 6 (27) (180)
----- ----- -------
Income tax benefit................. $ -- $ -- $(6,892)
===== ===== =======
</TABLE>

Note 5. Operating Leases:

The Company leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:

<TABLE>
<S> <C>
1998.................................. $ 562
1999.................................. 508
2000.................................. 508
2001.................................. 485
2002.................................. 438
Thereafter............................ 4,686
------
$7,187
======
</TABLE>

Rent expense under these leases was $349, $439 and $573, for the years
ended December 31, 1995, 1996 and 1997, respectively.

Note 6. Transactions with Parent and Affiliates:

At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the Company as security for debt of
Vanguard totaling $569,000.

Operations Management Agreement

The Company is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $1,374,
$1,620 and $1,896, for the years ended December 31, 1995, 1996 and 1997,
respectively.

F-40
<PAGE>

VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Services Provided by Vanguard

Vanguard performs certain services and incurs certain costs for the
Company. Services provided include treasury, human resources, legal, technical
support, data processing, financial accounting, marketing, and other general
corporate services. The costs of the services provided by Vanguard have been
allocated to the Company based upon the Company's annual subscriber
activations and subscriber base as a percentage of Vanguard's total annual
subscriber activations and total subscriber base. Corporate costs of Vanguard
totaling $989, $1,195 and $1,586, have been allocated to the Company for the
years ended December 31, 1995, 1996 and 1997, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the Company are not
necessarily indicative of the costs that would have been incurred if the
Company had performed these functions.

Other Transactions

During 1997, the Company added certain engineering and managerial functions
and incurred costs for such functions totaling $700. These services benefited
the Company and other Vanguard markets; however, none of these costs have been
allocated to other markets. These costs are included in general and
administrative expenses in the accompanying statement of operations.

Employee benefits costs are incurred by Vanguard and are allocated to the
Company based on an overall percentage of salaries expense. Such costs totaled
$267, $322 and $557 for the years ended December 31, 1995, 1996 and 1997,
respectively, and are included in general and administrative expenses in the
accompanying statements of operations. For purposes of these financial
statements, these costs are assumed to be fully funded by the Company and are
included in the Advances from Vanguard in the accompanying balance sheets.

Note 7. Subsequent Event:

In March 1998, Vanguard reached an agreement with Triton PCS, Inc. to sell
the assets of the Company, including the cellular license for the Myrtle Beach
RSA, for a cash purchase price of approximately $160,000, subject to
adjustment. The consummation of this transaction is subject to receipt of
customary regulatory approvals.

F-41
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

BALANCE SHEET
(Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
June 30,
1998
-----------
(Unaudited)
<S> <C>
ASSETS
Current Assets:
Cash............................................................ $ 46
Accounts receivable, net of allowances for doubtful accounts of
$461........................................................... 5,487
Cellular telephone inventories.................................. 387
Prepaid expenses................................................ 225
Deferred income tax asset....................................... 8,671
-------
Total current assets.......................................... 14,816
-------
Deferred Cellular License Acquisition costs, net of accumulated
amortization of $3,585........................................... 15,522
-------
Property and Equipment, at cost:
Land............................................................ 313
Cellular telephones held for rental............................. 1,710
Cellular telephone systems...................................... 30,761
Office furniture and equipment.................................. 3,317
-------
36,101
Less--Accumulated depreciation.................................. 11,739
-------
24,362
Construction in progress........................................ 330
-------
24,692
Other assets...................................................... 140
-------
Total assets.................................................... $55,170
=======
LIABILITIES AND DIVISIONAL EQUITY
Current Liabilities:
Accounts payable and accrued expenses........................... $ 2,509
Deferred income tax liability..................................... 1,181
-------
Commitments and Contingencies (Note 5)
Divisional equity--investments and advances from Vanguard....... 51,480
-------
Total liabilities and divisional equity....................... $55,170
=======
</TABLE>

The accompanying notes to financial statements are an integral part of this
balance sheet.

F-42
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

STATEMENTS OF OPERATIONS
(Amounts in thousands)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1997 1998
-------- --------
(unaudited)
<S> <C> <C>
Revenues:
Service fees............................................. $ 10,602 $ 13,424
Cellular telephone equipment revenues.................... 457 1,114
-------- --------
11,059 14,538
-------- --------
Costs and Expenses:
Cost of service.......................................... 1,185 1,367
Cost of cellular telephone equipment..................... 979 1,388
General and administrative............................... 1,980 2,502
Marketing and selling.................................... 1,664 2,215
Depreciation and amortization............................ 2,023 3,080
Management fees.......................................... 890 1,106
Corporate costs allocated from Vanguard.................. 740 878
-------- --------
9,461 12,536
-------- --------
Income From Operations..................................... 1,598 2,002
Interest Expense........................................... (3,072) (3,560)
Other, net................................................. (334) (6)
-------- --------
Income (Loss) Before Income Taxes.......................... (1,808) (1,564)
Income Tax Benefit (Provision)............................. -- 598
-------- --------
Net Income (Loss).......................................... $ (1,808) $ (966)
======== ========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-43
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

STATEMENTS OF CASH FLOWS
(Amounts in thousands)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1997 1998
-------- --------
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss.................................................. $ (1,808) $ (966)
Adjustments to reconcile net loss to net cash each used in
operating activities:
Depreciation and amortization............................ 2,023 3,080
Deferred income tax benefit.............................. -- (598)
Changes in current items:
Accounts receivable, net................................ (1,560) (2,288)
Cellular telephone inventories.......................... (260) 139
Accounts payable and accrued expenses................... 907 1,823
Other, net.............................................. (44) (192)
-------- -------
Net cash provided by (used in) operating activities.... (742) (998)
-------- -------
Cash Flows From Investing Activities:
Purchases of property and equipment....................... (4,143) (1,453)
-------- -------
Cash Flows From Financing Activities:
Net increase in advances from Vanguard.................... 4,945 499
Other, net................................................ -- (119)
-------- -------
Net cash provided by financing activities.............. 4,945 380
-------- -------
Net Increase (Decrease) in Cash............................ 60 (75)
Cash, beginning of period.................................. 199 121
-------- -------
Cash, end of period........................................ $ 259 $ 46
======== =======
Supplemental Disclosure of Cash Paid During the Period for
Interest, net of amounts capitalized...................... $ 3,072 $ 3,560
======== =======
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-44
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS
(Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

The Myrtle Beach System (the System) of Vanguard Cellular Systems of South
Carolina, Inc. (the Company), a North Carolina corporation, is a provider of
nonwireline cellular telephone service to the SC-5 (Myrtle Beach) Rural
Service Area (RSA). The Company acquired the Myrtle Beach RSA license in
January 1991 and the cellular system in this market became operational in the
second quarter of 1991. The Company is 100% controlled by Vanguard Cellular
Systems, Inc. (Vanguard) and operates the System under the trade name of
CellularOne(R), which is the trade name many nonwireline carriers have adopted
to provide conformity throughout the industry. Prior to June 1998, the
Company's only operations and net assets were related to the System. During
June 1998, Vanguard transferred certain assets to the Company. Such assets
were not acquired by Triton PCS, Inc. (See Note 7) and are, therefore, not a
part of the System in these financial statements. The accompanying financial
statements and footnotes reflect the historical basis financial position of
the System as of June 30, 1998, immediately prior to its sale to Triton, and
the results of operations for the three and six months ended June 30, 1998 and
1997 and the cash flows of the System for the six months ended June 30, 1997
and 1998.

The accompanying financial statements present the financial position,
results of operations and cash flows of the System as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
System is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

Substantially all of the System's assets were pledged under Vanguard's
long-term credit facility prior to sale of the system to Triton PCS, Inc.
Operating and capital expansion funds have been advanced between Vanguard and
the System on an interest bearing basis, with the net amounts of these
transfers reflected in advances from Vanguard in the accompanying balance
sheets. The debt of Vanguard has not been specifically allocated to the
System; however, advances from Vanguard approximate the borrowings of Vanguard
that are attributable to the System. Interest has been charged by Vanguard to
the System on funds advanced to the System as an approximation of the System's
share of Vanguard's consolidated interest cost. Vanguard charges interest to
its subsidiaries based on its consolidated borrowing rates plus 200 basis
points. For the six months ended June 30, 1997 and 1998, the average interest
rate charged to the System by Vanguard was approximately 11%. Total interest
charged, net of amounts capitalized, from Vanguard to the System was $1,568
(unaudited) and $1,791 (unaudited) for the three months ended June 30, 1997
and 1998, respectively; and $3,072 (unaudited) and $3,560 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively.

Note 2. Significant Accounting and Reporting Policies:

Use of Estimates

The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the System's financial position
and results of operations. Actual results could differ from those estimates.

Revenue Recognition

F-45
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Cellular Telephone Inventories

Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

Deferred Cellular License Acquisition Costs

The System's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The System amortizes its investment over 40
years. Amortization expense of $121 (unaudited) and $121 (unaudited) was
recorded for three months ended June 30, 1997 and 1998 respectively; and $242
(unaudited) and $242 (unaudited) for the six months ended June 30, 1997 and
1998, respectively.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:

At June 30, 1998, construction in progress was composed primarily of the
cost of uncompleted additions to the System's cellular telephone systems. The
System capitalized interest costs of $14 (unaudited) and $7 (unaudited) in the
three-months ended June 30, 1997 and 1998, respectively, and $21 (unaudited)
and $17 (unaudited) for the six months ended June 30, 1997 and 1998,
respectively, as part of the cost of cellular telephone systems.

During the first quarter of 1998, the System revised its estimate of the
useful life of cellular telephones held for rental from 3 years to 18 months
as more closely approximate its historical experience. This change increased
depreciation expense for the three-months ended June 30, 1998 by approximately
$400 (unaudited) and $800 (unaudited) for the six months ended June 30, 1998.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", management reviews for the impairment of long-lived
assets and certain identifiable intangibles, whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by management.

F-46
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Income Taxes

The System accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The System is included in the consolidated Federal income tax
return of Vanguard and its subsidiaries. The System records its share of
consolidated Federal income taxes as if the System filed a separate return.

Note 3. Future Cash Flow Requirements:

The System's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During the six months ended June 30, 1997 and 1998,
the System received $4,945 (unaudited) and $499 (unaudited), respectively, of
these advances.

Note 4. Income Taxes:

For Federal income tax reporting purposes, the System's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the System's assets and
liabilities. The components of net deferred taxes as of June 30, 1998 were as
follows:

<TABLE>
<CAPTION>
June 30,
1998
-----------
(unaudited)
<S> <C>
Deferred income tax assets:
Net operating loss carryforward............................... $8,424
Other liabilities and reserves................................ 247
------
Total deferred income tax assets............................. 8,671
------
Deferred income tax liabilities:
Unamortized deferred cellular license acquisition costs....... 760
Property and equipment........................................ 421
------
Total deferred income tax liabilities........................ 1,181
------
Net deferred income taxes...................................... $7,490
======
</TABLE>

Based on substantial capital gains expected to be realized during 1998 by
Vanguard, for the year ended December 31, 1997, the System recognized a net
deferred income tax benefit of $6,892 upon reversal of the

F-47
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

previously provided valuation allowance on its net deferred income tax assets.
For the six months ended June 30, 1998, the System recognized a net deferred
income tax benefit of $598 (unaudited) related to operating losses generated
during the period.

A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:

<TABLE>
<CAPTION>
For the For he
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------
1997 1998 1997 1998
--------- ----------------- --------
(unaudited)
<S> <C> <C> <C> <C>
Amount at statutory Federal rate... $ (211) $ 135 $ (633) $ (548)
Change in valuation allowance...... 231 692 --
Other.............................. (20) 13 (59) (50)
--------- -------- -------- --------
Income tax benefit................. $ -- $ 148 $ -- $ (598)
========= ======== ======== ========
</TABLE>

Note 5. Operating Leases:

The System leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:

Rent expense under these leases was $127 (unaudited) and $170 (unaudited)
for the three-months ended June 30, 1997 and 1998, respectively; and $254
(unaudited) and $340 (unaudited) for the six months ended June 30, 1998,
respectively.

Note 6. Transactions with Parent and Affiliates:

At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the System as security for debt of
Vanguard totaling $569,000.

Operations Management Agreement

The System is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $612
(unaudited) and $648 (unaudited) for the three months ended June 30, 1997 and
1998, respectively; and $890 (unaudited) and $1,106 (unaudited) for the six
months ended June 30, 1997 and 1998, respectively.

F-48
<PAGE>

MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
OF SOUTH CAROLINA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in thousands)

Services Provided by Vanguard

Vanguard performs certain services and incurs certain costs for the System.
Services provided include treasury, human resources, legal, technical support,
data processing, financial accounting, marketing, and other general corporate
services. The costs of the services provided by Vanguard have been allocated
to the System based upon the System's annual subscriber activations and
subscriber base as a percentage of Vanguard's total annual subscriber
activations and total subscriber base. Corporate costs of Vanguard totaling
$422 (unaudited), and $438 (unaudited), have been allocated to the System for
the three-months ended June 30, 1997 and 1998, respectively; and $740
(unaudited) and $878 (unaudited) have been allocated to the System for the
six-months ended June 30, 1997 and 1998, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the System are not necessarily
indicative of the costs that would have been incurred if the System had
performed these functions.

Other Transactions

During 1997, the System added certain engineering and managerial functions
and incurred costs for such functions totaling $45 (unaudited) and $96
(unaudited) for the three months and six months ended June 30, 1997,
respectively. These services benefited the System and other Vanguard markets;
however, none of these costs has been allocated to other markets. For the
three and six months ended June 30, 1998, such costs totaled approximately $0
(unaudited) and $55 (unaudited), respectively. Those costs are included in
general and administrative expenses in the accompanying statement of
operations.

Employee benefits costs are incurred by Vanguard and are allocated to the
System based on an overall percentage of salaries expense. Such costs totaled
$131 (unaudited), and $115 (unaudited) for the three months ended June 30,
1997 and 1998, respectively, and $240 (unaudited) and $249 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively, and are included in
general and administrative expenses in the accompanying statements of
operations. For purposes of these financial statements, these costs are
assumed to be fully funded by the System.

Note 7. Sale of System Assets:

Effective at the close of the business on June 30, 1998, the Company sold
substantially all of the assets of the System to Triton PCS, Inc. for a
purchase price of approximately $162.5 million.

F-49
<PAGE>

Triton PCS Holdings Inc.
Unaudited Pro Forma Condensed Combined Financial Statements

On June 30, 1998, Triton acquired an existing cellular system which serves
the South Carolina/Georgetown rural service area for a purchase price of
approximately $164.5 million from Vanguard Cellular Systems. The effects of
the acquisition are reflected in Triton's historical balance sheets after that
date. In addition, as Triton recorded the results of operations of the Myrtle
Beach system from the date of acquisition, its combined statement of
operations for the year ended December 31, 1998 includes the actual Myrtle
Beach results, as well as the impact of purchase accounting adjustments for
the six months ended December 31, 1998. The accompanying pro forma statement
of operations reflects Triton's results assuming the Myrtle Beach transaction
had occurred on January 1, 1998. Since the pro forma financial statements are
based upon the financial condition and operating results of the Myrtle Beach
system during periods when they were not under the control or management of
Triton, the information presented may not be indicative of the results which
would have actually been obtained had the acquisition been completed as of
January 1, 1998, nor are they indicative of future financial or operating
results. The unaudited pro forma financial information does not give effect to
any synergies that may occur due to the integration of Triton and the Myrtle
Beach system. The condensed combined pro forma financial statements should be
read in conjunction with the historical audited financial statements of Triton
PCS Holdings, Inc. and the notes thereto, as well as the audited historical
consolidated financial statements of Vanguard Cellular Systems of South
Carolina, Inc. and the notes thereto included elsewhere in this prospectus.

F-50
<PAGE>

Triton PCS Holdings, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 1998
($000, except per share amounts)

<TABLE>
<CAPTION>
Triton PCS Myrtle Pro Forma Pro Forma
Holdings, Inc. Beach System Adjustments Combined
-------------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:................... $ 16,578 $14,538 $ -- $ 31,116
Costs and expenses
Costs of revenues......... 5,997 2,755 -- 8,752
Operations................ 13,045 -- -- 13,045
Marketing and selling..... 1,703 2,215 -- 3,918
General and
administrative........... 8,570 4,486 -- 13,056
Depreciation and
amortization............. 6,663 3,080 1,889 11,632
-------- ------- --------- --------
Total costs and
expenses............... 35,978 12,536 1,889 50,403
-------- ------- --------- --------
Income (loss) from
operations................. (19,400) 2,002 (1,889) (19,287)
Interest expense and other,
net........................ 19,756 3,566 8,361 31,683
-------- ------- --------- --------
Loss before taxes........... (39,156) (1,564) (10,250) (50,970)
Tax benefit................. 7,536 598 (598) 7,536
-------- ------- --------- --------
Net loss.................... (31,620) $ (966) $ (10,848) (43,434)
======= =========
Accretion of preferred
stock...................... (6,853) (6,853)
-------- --------
Net loss available to common
shareholders............... $(38,473) $(50,287)
======== ========
Basic and diluted net loss
per common share........... $(182.77) $(238.89)
======== ========
Weighted average common
shares outstanding (basic
and diluted)............... 210,501 210,501
======== ========
</TABLE>

F-51
<PAGE>

Triton PCS Holdings, Inc.
Notes to Pro Forma Condensed Combined Financial Statements

The Myrtle Beach acquisition has been accounted for by the purchase method
and, accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The pro forma adjustments related to the purchase price allocation of the
acquisition represent our best estimate of the effects of the acquisition.

The pro forma statement of operation adjustments for the year ended
December 31, 1998 consist of:

. Pro forma depreciation and amortization expense has been adjusted to
reflect the amortization of the intangibles recorded in the purchase of
the Myrtle Beach system and the adjusted depreciation expense related to
the fixed assets purchased over an estimated useful life of eight years.

. Pro forma interest expense includes (1) interest on the Subordinated
Debt at a rate of 11% per year and (2) interest on the $75.0 million of
initial borrowings under the Credit Agreement at a rate of 8.5%. The
impact of a 1/8% change in the interest rate on the Credit Facility
would increase the pro forma loss of $0.04 million.

. The pro forma tax provision has been adjusted to reverse the $598 tax
benefit recorded by the Myrtle Beach system for the six months ended
June 30, 1998 as it is directly related to the transaction.

F-52
<PAGE>

Photo collage showing the following:

(1) Customer care center employees at customer care stations;
(2) Cell site;
(3) Individual talking on a wireless phone;
(4) SunCom marketing van in front of SunCom retail store;
(5) Nokia wireless phone; and
(6) Customer interaction at representative store.

Triton PCS, AT&T and SunCom logos also displayed.
<PAGE>

[LOGO OF TRITON PCS, INC. APPEARS HERE]

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting offers to buy these +
+securities in any jurisdiction where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[Alternate international cover]
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
Shares
[LOGO OF TRITON PCS, INC. APPEARS HERE]
Triton PCS Holdings, Inc.
COMMON STOCK

-----------

Triton PCS Holdings, Inc. is offering shares of its common stock. This is
our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between $
and $ per share.

-----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

-----------

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

-----------

PRICE $ A SHARE

-----------

Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
complete or truthful. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on , 1999.

-----------

MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

SALOMON BROTHERS INTERNATIONAL

FIRST UNION CAPITAL MARKETS CORP.

J.P. MORGAN & CO.

, 1999
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee and the NASD
filing fee. All of these fees are being paid by Triton.

<TABLE>
<S> <C>
Registration Fee.................................................... $34,750
NASD Filing Fee..................................................... 13,000
Blue Sky Fees and Expenses.......................................... *
Legal Fees and Expenses............................................. *
Accounting Fees and Expenses........................................ *
Printing and Engraving Fees......................................... *
Miscellaneous....................................................... *
-------
Total............................................................... $ *
=======
</TABLE>
- --------
* To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The restated certificate
of incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personably liable for
monetary damages for breach of a director' s fiduciary duty as a director,
except for liability (i) for any breach of the director' s duty of loyalty to
Triton or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law (which relates to
the unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the restated
certificate of incorporation may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Triton and its stockholders. In addition, pursuant to
the terms of the employment agreements with Messrs. Kalogris and Skinner, we
have purchased directors' and officers' liability insurance coverage for them
in amounts customary for similarly situated companies.

Item 15. Recent Sales of Unregistered Securities

In October 1997, the Registrant issued to Michael Kalogris and Steven
Skinner 78,494.80 shares and 58,871.10 shares, respectively, of its Common
Stock in connection with the Registrant's formation. The

II-1
<PAGE>

aggregate consideration paid for such securities was $1,373.66. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

In February 1998, the Registrant issued to one of its executive officers
3,139.79 shares of its Common Stock in connection with the anticipated closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $31.40. Such securities
were issued pursuant to the exemption set forth in Section 4(2) of the
Securities Act.

In February 1998, the Registrant issued to AT&T Wireless PCS, Inc. 732,371
shares of its Series A Convertible Preferred Stock and 366,131 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $109,850,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In February 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 1,400,000 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $45.0 million paid at the time of
the transaction and irrevocable commitments to contribute an additional
aggregate $95.0 million to the Registrant over a three-year period. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

In February 1998, the Registrant issued to several officers of the
Registrant 196,237 shares of its Common Stock in connection with the closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $1,962.37. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

In March 1998, the Registrant issued to one of its institutional
stockholders 80,000 shares of its Series C Convertible Preferred Stock. The
aggregate consideration paid for such securities was $8.0 million. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

In May 1998, the Registrant issued to J.P. Morgan Securities Inc., Chase
Securities Inc. and Lehman Brothers Inc. $511,989,000 principal amount at
maturity of 11% Senior Subordinated Discount Notes due 2008. The aggregate
consideration paid for such securities was approximately $291.0 million in net
proceeds. Such securities were issued pursuant to the exemption set forth in
Section 4(2) of the Securities Act.

In June 1998, the Registrant issued to each of its two independent
directors 707 shares of its Common Stock under its Restated Common Stock Trust
for Management Stockholders and Independent Directors. The aggregate
consideration paid for such securities was $14.14. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

In June 1998, the Registrant issued to its institutional stockholders an
aggregate of 270,000 shares of its Series C Convertible Preferred Stock in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $27.0 million. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In June 1998, the Registrant issued to its management stockholders and
independent directors 30,846.72 shares of its Common Stock under its Restated
Common Stock Trust for Management Stockholders and Independent Directors in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $308.47. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In December 1998, the Registrant redeemed from two of its institutional
stockholders an aggregate of 35,602 shares of its Series C Convertible
Preferred Stock. The aggregate purchase price paid for such securities was
$3,560,200. The Registrant contemporaneously reissued to its other
institutional stockholders the 35,602

II-2
<PAGE>

shares of its Series C Convertible Preferred Stock. The aggregate
consideration paid for such securities was $3,560,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In December 1998, the Registrant issued to AT&T Wireless PCS Inc.
134,813.49 shares of its Series D Convertible Preferred Stock in connection
with the closing of the Norfolk Acquisition. The aggregate value of such
securities was $13,481,349 and the shares were issued in partial consideration
of AT&T Wireless' sale to the Registrant of personal communications services
licenses and other assets. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

In December 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 165,186.51 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
Norfolk Acquisition. The aggregate consideration paid for such securities was
$16,518,651. Such securities were issued pursuant to the exemption set forth
in Section 4(2) of the Securities Act.

In December 1998, the Registrant issued to its management stockholders and
independent directors an aggregate of 25,940.17 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the Norfolk
Acquisition. The aggregate consideration paid for such securities was $259.40.
Such securities were issued pursuant to the exemption set forth in Section
4(2) of the Securities Act.

In January 1999, the Registrant issued to one of its executive officers
2,684.59 shares of its Common Stock. The aggregate consideration paid for such
securities was $26.85. Such securities were issued pursuant to the exemption
set forth in Section 4(2) of the Securities Act.

In June 1999 the Registrant issued to AT&T Wireless PCS, Inc. 53,881.64
shares of its Series A Convertible Preferred Stock and 42,738.98 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the License Exchange and Acquisition Agreement.
The aggregate value of such securities was $9,662,062 and the shares were
issued in partial consideration of AT&T Wireless' contribution to the
Registrant of personal communications services licenses. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In June 1999, the Registrant issued to its management stockholders and
independent directors an aggregate of 4,748.78 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the transactions
contemplated by the License Exchange and Acquisition Agreement. The aggregate
consideration paid for such securities was $47.49. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

In June 1999, the Registrant issued to each of thirteen of its officers
1,842 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $239.46. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.

In July 1999, the Registrant issued to one of its officers 1,842 shares of
its Common Stock under its Restated Common Stock Trust for Management
Stockholders and Independent Directors. The aggregate consideration paid for
such securities was $18.42. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

In August 1999, the Registrant issued to four of its officers an aggregate
of 15,500 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $155.00. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.

II-3
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

Exhibit Index

<TABLE>
<CAPTION>
Exhibit
-------
<C> <S>
*1.1 Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
3.2 Amendment to the Restated Certificate of Incorporation of Triton PCS
Holdings, Inc. dated November 27, 1998.
3.3 Amendment to the Restated Certificate of Incorporation of Triton PCS
Holdings, Inc. dated May 28, 1999.
3.4 Amended and Restated Bylaws of Triton PCS Holdings, Inc.
*4.1 Specimen Common Stock Certificate
*5.1 Opinion of Dow Lohnes & Albertson, pllc regarding the validity of the
common stock.
**10.1 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association.
***10.2 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998
**10.3 Credit Agreement, dated as of February 3, 1998 (the "Credit
Agreement"), among Triton PCS, Inc., Triton PCS Holdings, Inc., the
Lenders (as defined therein) party thereto, and The Chase Manhattan
Bank, as administrative agent.
**10.4 First Amendment, Consent and Waiver, dated as of April 16, 1998, to
the Credit Agreement
**10.5 Second Amendment, dated as of July 29, 1998, to the Credit Agreement
***10.6 Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
**10.7 Securities Purchase Agreement, dated as of October 8, 1997, (the
"Securities Purchase Agreement") among AT&T Wireless PCS, Inc., the
cash equity investors listed on the signature pages thereto, the
management stockholders listed on the signature pages thereto and
Triton PCS, Inc., now known as Triton PCS Holdings, Inc.
**10.8 Amendment No. 1 to Securities Purchase Agreement, dated as of March
10, 1998.
**10.9 Closing Agreement, dated as of February 4, 1998, among AT&T Wireless
PCS, Inc., the cash equity investors listed on the signature pages
thereto, the management stockholders listed on the signature pages
thereto, and Triton PCS Holdings, Inc.
**10.10 Asset Purchase Agreement, dated as of March 10, 1998, between Triton
PCS, Inc. and Vanguard Cellular Systems of South Carolina, Inc.
**10.11 Preferred Stock Purchase Agreement by and among Cash Equity
Investors, Management Stockholders, Independent Directors, and Triton
PCS Holdings, Inc. dated as of June 29, 1998.
*10.12 License Exchange and Acquisition Agreement dated as of June 8, 1999
by and among Triton PCS Holdings, Inc., Triton PCS License Company
L.L.C., and AT&T Wireless PCS, Inc.
*10.13 Preferred Stock Repurchase and Issuance Agreement, dated as of
December 7, 1998 by and among J.P. Morgan Investment Corporation,
Sixty Wall Street SBIC Fund, L.P., the investors listed as cash
equity investors on the signature pages thereto, Triton PCS Holdings,
Inc., and certain of Triton PCS Holdings, Inc.'s other stockholders
listed on the signature pages thereto.
*10.14 Norfolk Preferred Stock Purchase Agreement, dated as of December 31,
1998 by and among the cash equity investors listed on Schedule I
thereto, the management stockholders listed on Schedule II thereto,
the independent directors listed on Schedule III thereto, and Triton
PCS Holdings, Inc.
**10.15 AT&T Wireless Services Network Membership License Agreement, dated as
of February 4, 1998, between AT&T Corp. and Triton PCS Operating
Company L.L.C.
*10.16 Amendment No. 1 to AT&T Wireless Services Network Membership License
Agreement, dated as of December 31, 1998, between AT&T Corp. and
Triton PCS Operating Company L.L.C.
*10.17 Amendment No. 2 to AT&T Wireless Services Network Membership License
Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton
PCS Operating Company L.L.C.
**10.18 Stockholders Agreement, dated as of February 4, 1998, among AT&T
Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
L.P., J.P. Morgan Investment Corporation, Sixty Wall
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
linked Investors-II, Toronto Dominion Capital (USA), Inc., First
Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, Patricia
Gallagher and David Standig.t
*10.19 Amendment No. 1 to Stockholders Agreement, dated as of December 31,
1998, among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty
Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P.,
Equity-linked Investors-II, Toronto Dominion Capital (USA), Inc.,
First Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
Standig, Michael Mears, Michael E. Kalogris, as Trustee under
Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated June 26, 1998, Scott
Anderson and John Beletic.
*10.20 Amendment No. 2 to Stockholders Agreement, dated as of June 8, 1999,
among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital
Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
linked Investors-II, Toronto Dominion Capital (USA), Inc., First
Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
Standig, Michael Mears, Michael E. Kalogris, as Trustee under
Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated June 26, 1998, Scott
Anderson and John Beletic.
**10.21 Investors Stockholders' Agreement, dated as of February 4, 1998,
among CB Capital Investors, L.P., J.P. Morgan Investment
Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
Investors III, L.P., Equity-Linked Investors-II, Toronto Dominion
Capital (USA), Inc., DAG-Triton PCS, L.P., First Union Capital
Partners, Inc., and the stockholders named therein.
**10.22 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
between AT&T Wireless Services, Inc. and Triton PCS Operating
Company L.L.C.
*10.23 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as
of December 31, 1998, between AT&T Wireless Services, Inc. and
Triton PCS Operating Company L.L.C.
*10.24 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as
of June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C.
**++10.25 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc.
++++10.26 First Addendum to Acquisition Agreement, dated as of May 24, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
**10.27 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris.
**10.28 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc.,
and Michael E. Kalogris.
**10.29 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated December, 1998.
**10.30 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999.
**10.31 Employment Agreement, dated as of January 8, 1998, between Triton
Management Company and Clyde Smith.
**10.32 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner.
**10.33 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc.,
and Steven R. Skinner.
**10.34 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated December 1998.
**10.35 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated June 8, 1999.
</TABLE>

II-5
<PAGE>

<TABLE>
<C> <S>
**10.36 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998.
**10.37 Form of Pledge Agreement, dated as of February 4, 1998, between
certain shareholders and Triton PCS, Inc. Each of (a) Michael E.
Kalogris, (b) Steven R. Skinner, (c) Sixty Wall Street SBIC Fund,
L.P., (d) CB Capital Investors, L.P., (e) J.P. Morgan Investment
Corporation, (f) DAG-Triton PCS, L.P., (g) First Union Capital
Partners, Inc., (h) Toronto Dominion Capital (USA), Inc. and
(i) Private Equity Investors III, L.P., are party to separate Pledge
Agreements. The terms of each Pledge Agreement are identical other
than (1) the shareholder party thereto and (2) the number of shares
of stock held by such shareholder and, therefore, the number of
shares subject to the applicable Pledge Agreement.
**++10.38 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp.
**10.39 Independent Director Stock Award Plan adopted as of February 4,
1998.
**10.40 Asset Purchase Agreement dated as of August 20, 1998 between Triton
PCS Holdings, Inc. and AT&T Wireless PCS, Inc.
**10.41 Asset Purchase Agreement, dated as of July 13, 1999, among Triton
PCS Operating Company, L.L.C., Triton PCS Property Company L.L.C.
and American Tower, L.P.
**10.42 Form of Stockholders Letter Agreement for management employees.
**10.43 Form of Stockholders Letter Agreement for independent directors.
**10.44 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan.
****16.1 Letter from KPMG, LLP.
21.1 Subsidiaries of Triton PCS Holdings, Inc.
*23.1 Consent of Dow, Lohnes & Albertson, PLLC (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (set forth on the signature page of this
registration statement).
27.1 Financial Data Schedule
</TABLE>
- --------
* To be filed by amendment.
** Previously filed with the registration statement on Form S-4 of Triton
PCS, Inc. and its subsidiaries, dated October 1, 1998, or pre-effective or
post-effective amendments thereto and incorporated herein by reference.
*** Previously filed with the Form 10-Q of Triton PCS, Inc. and its
subsidiaries for the period ended March 31, 1999 and incorporated herein by
reference.
**** Previously filed with the Current Report on Form 8-K, dated July 22,
1999, of Triton PCS, Inc. and its subsidiaries.
++ Portions of this exhibit have been omitted under an SEC order granting
confidential treatment under the Securities Act.
++++ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment, and the omitted portions have been filed separately
with the Securities and Exchange Commission,

Financial Statement Schedule

VALUATION AND QUALIFYING ACCOUNTS
($000's)

<TABLE>
<CAPTION>
Deductions
Additions credited
Balance at charged to to Add Balance
Beginning cost and costs and Myrtle Beach at end
of year expenses expenses acquisitions year
---------- ---------- ---------- ------------ -------
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1997................... -- -- -- -- --
Allowance for doubtful
accounts............... -- -- -- -- --
Year ended December 31,
1998................... -- -- -- -- --
Allowance for doubtful
accounts............... -- $636 $480 $915 $1,071
</TABLE>

II-6
<PAGE>

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision, 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. In the event that 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 the successful defense of any action, suit paid by
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against the Registrant
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 of 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.

The undersigned Registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed part of this Registration
Statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania, on August 13, 1999.

Triton PCS Holdings, Inc.

/s/ Michael Kalogris
By: _________________________________
Michael Kalogris
Chief Executive Officer and
Chairman of the Board of
Directors

POWER OF ATTORNEY

Triton PCS Holdings, Inc., a Delaware corporation, and each person whose
signature appears below constitutes and appoints Michael Kalogris and David
Clark, and either of them, with full power to act without the others, such
person's true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including, without limitation, post-effective amendments and any
subsequent registration statement filed pursuant to Rule 462(b) or Rule 462(d)
under the Securities Act of 1933, as amended), and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Michael Kalogris Chief Executive Officer August 13, 1999
______________________________________ and Chairman of the Board
Michael Kalogris of Directors (Principal
Executive Officer)

/s/ Steven Skinner President, Chief Operating August 13, 1999
______________________________________ Officer and Director
Steven Skinner

/s/ David D. Clark Senior Vice President, August 13, 1999
______________________________________ Chief Financial Officer
David D. Clark and Secretary (Principal
Financial Officer)
</TABLE>

II-8
<PAGE>

<TABLE>
<S> <C> <C>
/s/ William A. Robinson Vice President and August 13, 1999
______________________________________ Controller (Principal
William A. Robinson Accounting Officer)

/s/ Scott Anderson Director August 13, 1999
______________________________________
Scott Anderson

/s/ John Beletic Director August 13, 1999
______________________________________
John Beletic

/s/ Arnold Chavkin Director August 13, 1999
______________________________________
Arnold Chavkin

/s/ Mary Hawkins-Key Director August 13, 1999
______________________________________
Mary Hawkins-Key

/s/ John Watkins Director August 13, 1999
______________________________________
John Watkins
</TABLE>

II-9

<PAGE>

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

TRITON PCS HOLDINGS, INC.

Triton PCS Holdings, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is Triton PCS Holdings, Inc. (the
"Corporation"). The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on October 1, 1997
under the name "Triton PCS, Inc." A Certificate of Amendment of Certificate of
Incorporation of the Corporation was filed with the Secretary of State of
Delaware on January 6, 1998 changing the name of the Corporation to "Triton PCS
Holdings, Inc."

SECOND: This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

THIRD: This Restated Certificate of Incorporation restates,
integrates and amends the provisions of the Corporation's Restated Certificate
of Incorporation, as follows:

ARTICLE I

The name of the Corporation shall be Triton PCS Holdings, Inc.

ARTICLE II

The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

ARTICLE III
<PAGE>

The purpose of the Corporation is to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware (the "GCL").

ARTICLE IV

1.1 Classes of Stock. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 15,500,000,
consisting of (a) 5,500,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock"), including 1,000,000 shares designated "Series A
Convertible Preferred Stock" (the "Series A Preferred Stock"), 2,000,000 shares
designated "Series B Preferred Stock" (the "Series B Preferred Stock"),
2,000,000 shares designated "Series C Convertible Preferred Stock" (the "Series
C Preferred Stock") and 500,000 shares designated "Series D Convertible
Preferred Stock" (the "Series D Preferred Stock") and (b) 10,000,000 shares of
common stock, par value $0.01 per share (the "Common Stock"). (Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in
Section 4.10.)

1.2 Additional Series of Preferred Stock.

(1) Subject to approval by holders of shares of any class or series
of Preferred Stock to the extent such approval is required by its terms, the
Board of Directors of the Corporation (the "Board of Directors") is hereby
expressly authorized, by resolution or resolutions, to provide, out of the
unissued shares of Preferred Stock, for series of Preferred Stock in addition to
the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock and the Series D Preferred Stock. Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is expressly
empowered to fix, by resolutions, the following provisions of the shares
thereof:

(1) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the
par value thereof;

(2) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;

(3) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends
payable on any shares of stock of any other class or any other series of
this class;

2
<PAGE>

(4) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;

(5) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;

(6) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or
other corporate purposes and the terms and provisions relative to the
operation thereof;

(7) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or any other
series of this class or any other securities and, if so, the price or
prices or the rate or rates of conversion or exchange and the method, if
any, of adjusting the same, and any other terms and conditions of
conversion or exchange;

(8) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the purchase,
redemption other acquisition by the Corporation of, the Common Stock or
shares of stock of any other class or any other series of this class;

(9) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issue of any additional
stock, including additional shares of such series or of any other series
of this class or of any other class; and

(10) any other powers, preferences and relative,
participating, optional and other special rights, and any qualifications,
limitations and restrictions thereof.

(2) The powers, preferences and relative, participating, optional
and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. All shares of any one
series of Preferred Stock shall be identical in all respects with all other
shares of such series, except that shares of any one series issued at

3
<PAGE>

different times may differ as to the dates from which dividends thereon shall be
cumulative.

(3) Shares of Preferred Stock of any series that have been redeemed
(whether through the operation of a sinking fund or otherwise) or that, if
convertible or exchangeable, have been convened into or exchanged for any other
security shall have the status of authorized and unissued shares of Preferred
Stock of the same series and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of a new
series of shares of Preferred Stock to be created by resolution or resolutions
of the Board of Directors or as part of any other series of shares of Preferred
Stock, all subject to the conditions or restrictions on issuance set forth in
the resolution or resolutions adopted by the Board of Directors providing for
the issue of any series of shares of Preferred Stock.

(4) Subject to the provisions of this Restated Certificate of
Incorporation and except as otherwise provided by law, the stock of the
Corporation, regardless of class, may be issued for such consideration and for
such corporate purposes as the Board of Directors may from time to time
determine.

1.3 Powers, Preferences and Rights of the Series A Preferred Stock.
The powers, preferences and rights of the Series A Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

(1) Ranking. The Series A Preferred Stock shall, with respect to
dividend rights and rights on liquidation, dissolution or winding up, rank on a
parity with the Series B Preferred Stock, and rank senior to Junior Stock.

(2) Dividends and Distributions.

(1) Dividends. The holders of shares of Series A Preferred
Stock shall be entitled to receive, as and when declared by the Board of
Directors, out of funds legally available therefor, dividends on each
outstanding share of Series A Preferred Stock, at an annual rate per share
equal to 10% of the Accreted Value, calculated on the basis of a 360-day
year consisting of twelve 30-day months. Dividends shall be paid quarterly
in arrears on the Dividend Payment Date commencing March 31, 1998 in the
manner provided in paragraph (iii) below.

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(2) Accrued Dividends; Record Date. Dividends payable pursuant
to paragraph (i) above shall begin to accrue and be cumulative from the
date on which shares of Series A Preferred Stock are issued, and shall
begin to accrue on a daily basis, in each case whether or not earned or
declared. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of the dividends payable pursuant to paragraph (i) above,
which record date shall not be more than 60 days prior to the Dividend
Payment Date.

(3) Payment. All dividends shall be payable in cash. Until the
42nd Dividend Payment Date, the Corporation shall have the option to defer
payment of dividends on Series A Preferred Stock. Any dividend payments so
deferred shall be payable on and not earlier than the 42nd Dividend
Payment Date.

(4) Dividends Pro Rata. All dividends paid with respect to
shares of Series A Preferred Stock pursuant to this Section 4.3(b) shall
be paid pro rata to the holders entitled thereto. In the event that the
funds legally available therefor shall be insufficient for the payment of
the entire amount of cash dividends payable at any Dividend Payment Date,
subject to Section 4.3(c), such funds shall be allocated for the payment
of dividends with respect to the shares of Series A Preferred Stock and
Series B Preferred Stock pro rata based upon the Liquidation Preference of
the outstanding shares.

(3) Certain Restrictions.

(1) Notwithstanding the provisions of Sections 4.3(b), (e) and
(f), cash dividends on the Series A Preferred Stock may not be declared,
paid or set apart for payment, nor may the Corporation redeem, purchase or
otherwise acquire any shares of Series A Preferred Stock, if (A) the
Corporation is not solvent or would be rendered insolvent thereby or (B)
at such time the terms and provisions of any law or agreement of the
Corporation, including any agreement relating to its indebtedness,
specifically prohibit such declaration, payment or setting apart for
payment or such redemption, purchase or other acquisition, or provide that
such declaration, payment or setting apart for payment or such redemption,
purchase or other acquisition would constitute a violation or breach
thereof or a default thereunder.

(2) So long as shares of Series A Preferred Stock are
outstanding or dividends payable on shares of Series A Preferred Stock
have not been paid in full in cash, then the Corporation shall not declare
or pay cash dividends on, or redeem, purchase or otherwise acquire for
consideration, any

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shares of Common Stock or other shares of Junior Stock, except with the
prior written consent of holders of a majority of the outstanding shares
of Series A Preferred Stock, except that the Corporation may acquire, in
accordance with the terms of any agreement between the Corporation and its
employees, shares of Common Stock or Preferred Stock at a price not
greater than the Market Price as of such date.

(3) The Corporation shall not permit any Subsidiary of the
Corporation, or cause any other Person, to make any distribution with
respect to, or purchase or otherwise acquire for consideration, any shares
of capital stock of the Corporation, unless the Corporation could,
pursuant to paragraph (ii) above, make such distribution or purchase or
otherwise acquire such shares at such time and in such manner.

(4) Voting Rights; Election of Director.

(1) The holders of shares of Series A Preferred Stock shall
not have any right to vote on any matters to be voted on by the
stockholders of the Corporation, except as otherwise provided in
paragraphs (ii) and (iii) below or as provided by law, and the shares of
Series A Preferred Stock shall not be included in determining the number
of shares voting or entitled to vote on any such matters (other than the
matters described in paragraphs (ii) and (iii) below or as otherwise
required by law).

(2) Unless the consent or approval of a greater number of
shares shall then be required by law, the affirmative vote of the holders
of a majority of the outstanding shares of Series A Preferred Stock in
person or by proxy, at each special and annual meeting of stockholders
called for the purpose, or by written consent, shall be necessary to (A)
authorize, increase the authorized number of shares of or issue (including
on conversion or exchange of any convertible or exchangeable securities or
by reclassification) any shares of any class or classes of Senior Stock or
Parity Stock or any additional shares of Series A Preferred Stock, (B)
authorize, adopt or approve each amendment to this Restated Certificate of
Incorporation that would increase or decrease the par value of the shares
of Series A Preferred Stock, alter or change the powers, preferences or
rights of the shares of Series A Preferred Stock or alter or change the
powers, preferences or rights of any other capital stock of the
Corporation if after such alteration or change such capital stock would be
Senior Stock or Parity Stock, (C) amend, alter or repeal any provision of
this Restated Certificate of Incorporation so as to affect the shares of
Series A Preferred Stock adversely, or (D) authorize or issue any security
convertible into, exchangeable for or evidencing the right to

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<PAGE>

purchase or otherwise receive any shares of any class or classes of Senior
Stock or Parity Stock.

(3) So long as the Initial Holder owns at least two-thirds
(2/3) of the number of shares of Series A Preferred Stock owned by it on
the date hereof, holders of shares of Series A Preferred Stock shall have
the exclusive right, voting separately as a single class, to elect one
director of the Corporation. The foregoing right to elect one director may
be exercised at any annual meeting of stockholders or a special meeting of
stockholders or holders of Series A Preferred Stock held for such purpose
or any adjournment thereof, or by the written consent, delivered to the
Secretary of the Corporation, of the holders of a majority of the issued
and outstanding shares of Series A Preferred Stock. Notwithstanding the
foregoing, the Initial Holder shall have the right, exercisable at any
time by written notice delivered to the Secretary of the Corporation, to
surrender and cancel irrevocably such right to elect one director of the
Corporation.

(5) Redemption at Option of the Corporation. The Corporation shall
have the right to redeem shares of Series A Preferred Stock pursuant to the
following provisions:

(1) The Corporation shall not have any right to redeem shares
of the Series A Preferred Stock prior to, February 4, 2008. Thereafter,
subject to the restrictions in Section 4.3(c)(i), the Corporation shall
have the right, at its sole option and election, to redeem the shares of
the Series A Preferred Stock, in whole but not in part, at any time at a
redemption price (the "Series A Redemption Price") per share equal to the
Accreted Value as of the redemption date;

(2) Notice of any redemption of the Series A Preferred Stock
shall be mailed at least ten, but not more than sixty, days prior to the
date fixed for redemption to each holder of Series A Preferred Stock to be
redeemed, at such holder's address as it appears on the books of the
Corporation. In order to facilitate the redemption of the Series A
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of Series A Preferred Stock to be redeemed, or
may cause the transfer books of the Corporation to be closed for the
transfer of the Series A Preferred Stock, not more than sixty days prior
to the date fixed for such redemption;

(3) Within two Business Days after the redemption date
specified in the notice given pursuant to paragraph (ii) above and the
surrender of the certificate(s) representing shares of Series A Preferred
Stock, the Corporation shall pay to the holder of the shares being
redeemed the Series A Redemption

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<PAGE>

Price therefor. Such payment shall be made by wire transfer of immediately
available funds to an account designated by such holder or by overnight
delivery (by a nationally recognized courier) of a bank check to such
holder's address as it appears on the books of the Corporation; and

(4) Effective upon the date of the notice given pursuant to
paragraph (ii) above, notwithstanding that any certificate for such shares
shall not have been surrendered for cancellation, the shares represented
thereby shall no longer be deemed outstanding, the rights to receive
dividends thereon shall cease to accrue from and after the date of
redemption designated in the notice of redemption and all rights of the
holders of the shares of the Series A Preferred Stock called for
redemption shall cease and terminate, excepting only the right to receive
the Series A Redemption Price therefor in accordance with paragraph (iii)
above and the right to convert such shares into shares of Common Stock
until the close of business on the third Business Day preceding the
redemption date, as provided in Section 4.3(i).

(6) Redemption at Option of Holder.

(1) No holder of shares of Series A Preferred Stock shall have
any right to require the Company to redeem any shares of Series A
Preferred Stock prior to February 4, 2018. Thereafter, subject to the
restrictions set forth in Section 4.3(c)(i), each holder of shares of
Series A Preferred Stock shall have the right, at the sole option and
election of such holder, to require the Corporation to redeem all (but not
less than all) of the shares of Series A Preferred Stock owned by such
holder at a price per share equal to the Series A Redemption Price;

(2) The holder of any shares of the Series A Preferred Stock
may exercise such holder's right to require the Corporation to redeem such
shares by surrendering for such purpose to the Corporation, at its
principal office or at such other office or agency maintained by the
Corporation for that purpose, certificates representing the shares of
Series A Preferred Stock to be redeemed, accompanied by a written notice
stating that such holder elects to require the Corporation to redeem all
(but not less than all) of such shares in accordance with the provisions
of this Section 4.3(f), which notice may specify an account for delivery
of the Series A Redemption Price;

(3) Within two (2) Business Days after the surrender of such
certificates, the Corporation shall pay to the holder of the shares being
redeemed the Series A Redemption Price therefor. Such payment shall be
made by wire transfer of immediately available funds to an account
designated by such holder or

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<PAGE>

by overnight delivery (by a nationally recognized courier) of a bank check
to such holder's address as it appears on the books of the Corporation;
and

(4) Such redemptions shall be deemed to have been made at the
close of business on the date of the receipt of such notice and of such
surrender of the certificates representing the shares of the Series A
Preferred Stock to be redeemed and the rights of the holder thereof,
except for the right to receive the Series A Redemption Price therefor in
accordance herewith, shall cease on such date of receipt and surrender.

(7) Reacquired Shares. Any shares of the Series A Preferred Stock
redeemed or purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued pursuant to Section 4.2(c) as part
of a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions or restrictions on issuance
set forth herein.

(8) Liquidation, Dissolution or Winding Up.

(1) In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, before any
distribution or payment to holders of Junior Stock, the holders of shares
of Series A Preferred Stock shall be entitled to be paid an amount equal
to the Accreted Value with respect to each share of Series A Preferred
Stock.

(2) If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to
the holders of Series A Preferred Stock shall be insufficient to permit
payment in full to such holders of the sums which such holders are
entitled to receive in such case, then all of the assets available for
distribution to holders of the Series A Preferred Stock and Series B
Preferred Stock shall be distributed among and paid to such holders
ratably in proportion to the amounts that would be payable to such holders
if such assets were sufficient to permit payment in full.

(3) Neither the consolidation or merger of the Corporation
with or into any other Person nor the sale or other distribution to
another Person of all or substantially all the assets, property or
business of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section
4.3(h).

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(9) Conversion.

(1) Stockholders' Right To Convert. No holder of shares of
Series A Preferred Stock shall have any right to convert any shares of
Series A Preferred Stock into Common Stock or any other securities of the
Company prior to February 4, 2006. Thereafter, each share of Series A
Preferred Stock held by the Initial Holder or a Qualified Transferee shall
be convertible, at the sole option and election of such Initial Holder or
Qualified Transferee, into fully paid and nonassessable shares of Common
Stock.

(2) Number of Shares of Common Stock Issuable upon Conversion.
The number of shares of Common Stock issued upon conversion of shares of
Series A Preferred Stock pursuant to paragraph (i) above shall be equal to
the product of (A) the Series A Conversion Rate as of the date of the
applicable notice pursuant to paragraph (vi) below, multiplied by (B) the
number of shares of Series A Preferred Stock to be converted.

(3) Fractional Shares. Notwithstanding any other provision of
this Restated Certificate of Incorporation, the Corporation shall not be
required to issue fractions of shares upon conversion of any shares of
Series A Preferred Stock or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Corporation may pay
therefor, at the time of any conversion of shares of Series A Preferred
Stock as herein provided, an amount in cash equal to such fraction
multiplied by the Market Price of a share of Common Stock on such date.

(4) Reorganization, Reclassification and Merger Adjustment. If
there occurs any capital reorganization or any reclassification of the
Common Stock of the Corporation, the consolidation or merger of the
Corporation with or into another Person (other than a merger or
consolidation of the Corporation in which the Corporation is the
continuing corporation and which does not result in any reclassification
or change of outstanding shares of its Common Stock) or the sale or
conveyance of all or substantially all of the assets of the Corporation to
another Person, then each share of Series A Preferred Stock shall
thereafter be convertible into the same kind and amounts of securities
(including shares of stock) or other assets, or both, which were issuable
or distributable to the holders of outstanding Common Stock of the
Corporation upon such reorganization, reclassification, consolidation,
merger, sale or conveyance, in respect of that number of shares of Common
Stock into which such share of Series A Preferred Stock might have been
converted immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance; and, in any such case,
appropriate adjustments (as determined in good faith by the Board of
Directors of

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<PAGE>

the Corporation, whose determination shall be conclusive) shall be made to
assure that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be practicable, in relation to any
securities or other assets thereafter deliverable upon the conversion of
the Series A Preferred Stock.

(5) Notice of Adjustment. Whenever the securities or other
property deliverable upon the conversion of the Series A Preferred Stock
shall be adjusted pursuant to the provisions hereof, the Corporation shall
promptly give written notice thereof to each holder of shares of Series A
Preferred Stock at such holder's address as it appears on the transfer
books of the Corporation and shall forthwith file, at its principal
executive office and with any transfer agent or agents for the Series A
Preferred Stock and the Common Stock, a certificate, signed by the
Chairman of the Board, President or one of the Vice Presidents of the
Corporation, and by its Chief Financial Officer, Treasurer or one of its
Assistant Treasurers, stating the securities or other property deliverable
per share of Series A Preferred Stock calculated to the nearest cent or to
the nearest one-hundredth of a share and setting forth in reasonable
detail the method of calculation and the facts requiring such adjustment
and upon which such calculation is based. Each adjustment shall remain in
effect until a subsequent adjustment hereunder is required.

(6) Mechanics of Conversion. The Initial Holder or Qualified
Transferee may exercise its option to convert by surrendering for such
purpose to the Corporation, at its principal office or such other office
or agency maintained by the Corporation for that purpose, certificates
representing the shares of Series A Preferred Stock to be converted,
accompanied by a written notice stating that such holder elects to convert
such shares in accordance with Section 4.3(i). The date of receipt of such
certificates and notice by the Corporation at such office shall be the
conversion date (the "Series A Conversion Date"). If required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or
his or its attorney duly authorized in writing. Within ten (10) Business
Days after the Series A Conversion Date (or, if at the time of such
surrender the shares of Common Stock are not listed or admitted for
trading on any national securities exchange and are not quoted on NASDAQ
or any similar service, within ten Business Days of the determination of
the Market Price pursuant to Section 4.3(1)), the Corporation shall issue
to such holder a number of shares of Common Stock into which such shares
of Series A Preferred Stock are convertible pursuant to paragraph (ii)
above. Certificates representing such shares of Common Stock shall be
delivered to such holder at such holder's address as it appears on the
books of the Corporation.

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<PAGE>

(7) Reservation of Common Stock. The Corporation shall at all
times reserve and keep available for issuance upon the conversion of the
shares of Series A Preferred Stock the maximum number of its authorized
but unissued shares of Common Stock as is reasonably anticipated to be
sufficient to permit the conversion of all outstanding shares of Series A
Preferred Stock, and shall take all action required to increase the
authorized number of shares of Common Stock if at any time there shall be
insufficient authorized but unissued shares of Common Stock to permit such
reservation or to permit the conversion of all outstanding shares of
Series A Preferred Stock.

(8) Termination of Rights. All shares of Series A Preferred
Stock which shall have been surrendered for conversion as herein provided
shall no longer be deemed to be outstanding and all rights with respect to
such shares, including the rights, if any, to receive notices and to vote,
shall immediately cease and terminate on the Series A Conversion Date,
except only the right of the holders thereof to receive shares of Common
Stock in exchange therefor and payment of any declared and unpaid
dividends thereon.

(9) No Conversion Charge or Tax. The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of
Series A Preferred Stock shall be made without charge to the holder of
shares of Series A Preferred Stock for any issue or transfer tax, or other
incidental expense in respect of the issuance or delivery of such
certificates or the securities represented thereby, all of which taxes and
expenses shall be paid by the Corporation.

(10) FCC Approval. Notwithstanding anything herein to the
contrary, if Federal Communications Commission or other regulatory
approval is required to be obtained prior to the conversion of shares of
Series A Preferred Stock, the holder thereof may nevertheless elect to
convert any or all of its shares of Series A Preferred Stock by written
notice given to the Company in accordance with this paragraph (i),
provided, that such conversion shall not become effective until the close
of business on the date of the receipt of the last of any such approvals
and of the surrender of the certificates representing the shares of the
Series A Preferred Stock to be converted, and the rights of the holder
thereof shall continue in full force and effect pending the receipt of all
such approvals, except that no dividends shall be payable in respect of
the period following the Series A Conversion Date, unless the required
approvals are not obtained and the conversion has not been effected within
one (1) year of the Series A Conversion Date and the applicable conversion
notice is withdrawn, in which event the

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<PAGE>

obligation to pay dividends from and after the Series A Conversion Date
shall be payable in accordance with the terms of Section 4.3(b).

(11) Qualified Transfer. If at any time an Initial Holder or
Qualified Transferee desires to sell, transfer or otherwise dispose of
shares of Series A Preferred Stock pursuant to a Qualified Transfer, it
shall, with respect to each such proposed transfer, give written notice (a
"Qualified Transfer Notice") to the Company at its principal executive
office specifying up to 10 prospective transferees. Upon receipt of such
notice, the Company shall have ten (10) days to give written notice to
such Initial Holder or Qualified Transferee specifying its disapproval of
(A) any or all of such prospective transferees if it has good reason for
such disapproval and specifying such reason and (B) up to two (2) of such
prospective transferees with or without good reason.

(10) Notice of Certain Events. In case the Corporation shall propose
at any time or from time to time (i) to declare or pay any dividend payable in
stock of any class to the holders of Common Stock or to make any other
distribution to the holders of Common Stock, (ii) to offer to the holders of
Common Stock rights or warrants to subscribe for or to purchase any additional
shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Common Stock,
(iv) to effect any consolidation, merger or sale, transfer or other disposition
of all or substantially all of the property, assets or business of the
Corporation which would, if consummated, adjust the Series A Conversion Rate or
the securities issuable upon conversion of shares of Series A Preferred Stock,
or (v) to effect the liquidation, dissolution or winding up of the Corporation,
then, in each such case, the Corporation shall mail to each holder of shares of
Series A Preferred Stock, at such holder's address as it appears on the transfer
books of the Corporation, a written notice of such proposed action, which shall
specify (A) the date on which a record is to be taken for the purpose of such
dividend or distribution of rights or warrants or, if a record is not to be
taken, the date as of which the holders of shares of Common Stock of record to
be entitled to such dividend or distribution of rights or warrants are to be
determined, or (B) the date on which such reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up is expected to
become effective, and such notice shall be so given as promptly as possible but
in any event at least ten (10) Business Days prior to the applicable record,
determination or effective date, specified in such notice.

(11) Certain Remedies. Any registered holder of shares of Series A
Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Restated Certificate of Incorporation and to
enforce specifically the terms and provisions of this Restated Certificate of
Incorporation in any court of the United States or any state thereof having
jurisdiction, this being in addition to any other remedy to which such holder
may be entitled at law or in equity.

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<PAGE>

(12) Appraisal Procedure. If, at the time the Market Price must be
determined for the purpose of calculating the Series A Conversion Rate, the
shares of Common Stock are not listed or admitted for trading on any national
securities exchange and are not quoted on NASDAQ or any similar service, the
Market Price shall be determined as follows:

(1) Two independent accounting or investment banking firms of
nationally recognized standing (each, an "Appraiser"), one chosen by the
Corporation and one by the holders of a majority of the outstanding shares
of Series A Preferred Stock, shall each determine and attempt to mutually
agree upon, the Market Price. Each party shall deliver a notice to the
other appointing its Appraiser within 15 days after the applicable notice
and surrender pursuant to Section 4.3(i)(vi). If either the Corporation or
such holders fail to appoint an appraiser within such 15-day period, the
Market Price shall be determined by the Appraiser that has been so
appointed.

(2) If within 30 days after appointment of the two Appraisers
they are unable to agree upon the Market Price, an independent accounting
or investment banking firm of nationally recognized standing shall within
ten days thereafter be chosen to serve as a third Appraiser by the mutual
consent of such first two Appraisers. The determination of the Market
Price by the third Appraiser so appointed and chosen shall be made within
30 days after the selection of such third Appraiser.

(3) If three Appraisers shall be appointed and the
determination of one Appraiser is disparate from the middle determination
by more than twice the amount by which the other determination is
disparate from the middle determination, then the determination of such
Appraiser shall be excluded, the remaining two determinations shall be
averaged, and such average shall be binding and conclusive on the
Corporation and the holders of the Series A Preferred Stock; otherwise the
average of all three determinations shall be binding and conclusive on the
Corporation and the holders of the Series A Preferred Stock.

(4) In connection with any appraisal conducted pursuant to
this paragraph (1), the Appraiser shall adhere to the guidelines provided
in the definition of "Market Price" set forth below, including the proviso
thereto.

(5) The fees and expenses of each Appraiser shall be borne by
the Corporation.

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1.4 Powers, Preferences and Rights of the Series B Preferred Stock.
The Series B Preferred Stock shall rank on a parity with the Series A Preferred
Stock, and the powers, preferences and rights of the Series B Preferred Stock,
and the qualifications, limitations, and restrictions thereof, shall be
identical to those of the Series A Preferred Stock, except that (a) shares of
Series B Preferred Stock shall not be, pursuant to the terms of Section 4.3(i)
or otherwise, convertible into shares of Common Stock or any other security
issued by the Corporation, (b) the Corporation may redeem shares of Series B
Preferred Stock in accordance with the terms of Section 4.3(e) at any time
without regard to whether the redemption date is before, on or after the date
referred to in Section 4.3(e)(i), (c). shares of Series B Preferred Stock may be
issued by the Corporation in accordance with the terms of Section 4.8, (d)
holders of Series B Preferred Stock shall not, pursuant to Section 4.3(d) or
otherwise, have the right to elect any directors of the Corporation and (e) the
words "Series B Preferred Stock" and "Series A Preferred Stock" shall be
substituted for all references in Section 4.3 to Series A Preferred Stock and
Series B Preferred Stock, respectively.

1.5 Powers, Preferences and Rights of the Series C Preferred Stock.
The powers, preferences and rights of the Series C Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

(1) Ranking. The Series C Preferred Stock shall rank (i) 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, (ii)
junior to the Series D Preferred Stock with respect to rights on a Statutory
Liquidation, (iii) on a parity with Series D Preferred Stock and Common Stock
with respect to dividend rights, and (iv) senior to the Common Stock and any
series or class of the Corporation'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.

(2) Dividends. Holders of Series C Preferred Stock shall be entitled
to dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation. No cash or property dividend or distributions
shall be declared or paid on any shares of Common Stock or on any other series
of preferred stock ranking junior to or on a parity with the Series C Preferred
Stock with respect to dividends, unless the holders of the Series C Preferred
Stock receive cash or property dividend or distributions in an amount per share
of Series C Preferred Stock at least equal to the greater of (i) the dividends
or distributions payable on the number of shares of Common Stock into which a
share of Series C Preferred Stock is then convertible or (ii) the dividends or
distributions per share payable to holders of any series of preferred stock
ranking junior to or on a parity with the Series C Preferred Stock multiplied by
a fraction, the numerator of which is the number of shares of Common Stock into
which a share of Series C

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<PAGE>

Preferred Stock is then convertible and the denominator of which is the number
of shares of Common Stock into which a share of such series of preferred stock
ranking junior to or on a parity with the Series C Preferred Stock is then
convertible; provided, that if such other series of preferred stock is not
convertible into Common Stock, then the numerator of such fraction shall be the
liquidation preference of a share of Series C Preferred Stock and the
denominator of such fraction shall be the liquidation preference of a share of
such other series of preferred stock.

(3) Liquidation Preference.

(1) In the event of any liquidation, dissolution or winding up
of the Corporation, the holders of Series C Preferred Stock shall be
entitled to receive out of the assets of the Corporation, whether such
assets are capital or surplus of any nature, after payment is made to
holders of all series of preferred stock ranking senior to the Series C
Preferred Stock with respect to rights on liquidation, dissolution or
winding up (including, in the case of a Statutory Liquidation, the Series
D Preferred Stock), but before any payment shall be made or any assets
distributed to the holders of Common Stock or any series of preferred
stock ranking junior to the Series C Preferred Stock with respect to
rights on liquidation, dissolution or winding up, an amount equal to the
Liquidation Preference and no more.

(2) If upon any liquidation, dissolution or winding up of the
Corporation the assets of the Corporation to be distributed are
insufficient to permit the payment to all holders of Series C Preferred
Stock and any other series of preferred stock ranking on a parity with
Series C Preferred Stock with respect to rights on liquidation,
dissolution or winding up, (including, in the case of a liquidation,
dissolution or winding up other than a Statutory Liquidation of the Series
D Preferred Stock) to receive their full preferential amounts, the entire
assets of the Corporation shall be distributed among the holders of Series
C Preferred Stock and all such other series ratably in accordance with
their respective liquidation preference.

(3) After payment to the holders of Series C Preferred Stock
of the amounts set forth in paragraph (i) above, the entire remaining
assets and funds of the Corporation legally available for distribution, if
any, shall be distributed among the holders of Common Stock and the Series
C Preferred Stock and the Series D Preferred Stock in proportion to the
shares of Common Stock then held by them and the shares of Common Stock
into which their shares of Series C Preferred Stock and Series D Preferred
Stock are convertible (as adjusted from time to time in accordance with
the terms of Section 4.5(f)) as of the date of the liquidation,
dissolution or winding up of the Corporation.

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<PAGE>

(4) Neither the consolidation or merger of the Corporation
with or into any other Person nor the sale or other distribution to
another Person of all or substantially all the assets, property or
business of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section
4.5(c).

(4) Voting Rights.

(1) Except as set forth in paragraph (ii) below, on all
matters to be submitted to the stockholders (including, without
limitation, the election of directors), the holders of the Series C
Preferred Stock shall have the right and power to vote on any question or
in any proceeding and to be represented on any question or in any
proceeding and to be represented at, or to receive notice of, any meeting
of stockholders in the same manner as holders of Common Stock, and the
Series C Preferred Stock shall vote together with the Common Stock as a
single class.

(2) The affirmative vote of holders of not less than a
majority of Series C Preferred Stock shall be required to (A) authorize,
increase the authorized number of shares of or issue (including on
conversion or exchange of any convertible or exchangeable securities or by
reclassification) any shares of any class or classes of stock ranking
senior to or pari passu with the Series C Preferred Stock or any
additional shares of Series C Preferred Stock, (B) authorize, adopt or
approve each amendment to this Restated Certificate of Incorporation that
would increase or decrease the par value of the shares of Series C
Preferred Stock, alter or change the powers, preferences or rights of the
shares of Series C Preferred Stock or alter or change the powers,
preferences or rights of any other capital stock of the Corporation if
after such alteration or change such capital stock would rank senior to or
pari passu with the Series C Preferred Stock, (C) amend, alter or repeal
any provision of this Restated Certificate of Incorporation so as to
affect the shares of Series C Preferred Stock adversely, or (D) authorize
or issue any security convertible into, exchangeable for or evidencing the
right to purchase or otherwise receive any shares of any class or classes
of stock senior to or pari passu with the Series C Preferred Stock.

(3) On any matters on which the holders of the Series C
Preferred Stock shall be entitled to vote together with the holders of
Common Stock, each holder of Series C Preferred Stock shall be entitled to
the number of votes equal to the number of whole shares of Common Stock
into which its shares of Series C Preferred Stock are convertible (as
adjusted from time to time pursuant to Section 4.5(f) hereof) on the
record date for such vote.

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<PAGE>

(5) Conversion. The shares of Series C Preferred Stock shall be
convertible into shares of Common Stock as follows:

(1) Optional Conversion. Each share of Series C Preferred
Stock shall be convertible, at the option of the holder thereof, at any
time and from time to time, into the number of fully paid and
non-assessable shares of Common Stock of the Corporation as is determined
by dividing the Initial Conversion Price (as hereafter defined) by the
Current Conversion Price (as defined in Section 4.5(f) below) in effect at
the time of conversion. For purposes of this Section 4.5(e), the "Initial
Conversion Price" shall equal $100.00.

(2) Automatic Conversion. Upon the IPO Date, each share of
Series C Preferred Stock then outstanding shall automatically be converted
into such number of fully paid and nonassessable shares of Common Stock of
the Corporation as is determined by dividing the Initial Conversion Price
by the Current Conversion Price then in effect.

(3) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of shares of Series C Preferred Stock. In
lieu of any fractional share to which the holder would otherwise be
entitled after determination of the aggregate full number of shares of
Common Stock issuable in respect of the Series C Preferred Stock then
being converted, the Corporation shall pay cash equal to such fraction
multiplied by the then Current Conversion Price.

(4) Mechanics of Optional Conversion. In order for a holder of
Series C Preferred Stock to convert such shares into shares of Common
Stock, such holder shall surrender the certificate or certificates for
such shares of Series C Preferred Stock at the office of the transfer
agent for the Series C Preferred Stock (or if the Corporation serves as
its own transfer agent, at the principal office of the Corporation),
together with written notice that such holder elects to convert all or any
number of the shares of the Series C Preferred Stock represented by such
certificate or certificates. If required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by a written
instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or his or its attorney
duly authorized in writing. The date of receipt of such certificates and
notice by the transfer agent (or by the Corporation if the Corporation
serves as its own transfer agent) shall be the conversion date (the
"Optional Conversion Date"). The Corporation shall, within ten (10)
Business Days after the Optional Conversion Date, issue and deliver at
such office to such holder of Series C Preferred Stock, or to his or its
nominees, a

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<PAGE>

certificate or certificates for the number of whole shares of Common Stock
(and any shares of Series C Preferred Stock represented by the certificate
delivered to the Corporation by the holder thereof that are not converted
into Common Stock) issuable upon such conversion in accordance with the
provisions hereof, together with cash in lieu of fractional shares
calculated in accordance with paragraph (iii) of this Section 4.5(e).

(5) Mechanics of Automatic Conversion. All holders of record
of shares of Series C Preferred Stock will be given at least thirty but
not more than sixty days' prior written notice of the date fixed (the
"Automatic Conversion Date") and the place designated for automatic
conversion of all shares of Series C Preferred Stock pursuant to this
Section 4.5(e). Such notice will be sent by first class or registered
mail, postage prepaid, to each record holder of Series C Preferred Stock
at such holder's address last shown on the records of the transfer agent
for the Series C Preferred Stock (or the records of the Corporation if it
serves as its own transfer agent). On or before the Automatic Conversion
Date, each holder of shares of Series C Preferred Stock shall surrender
his or its certificate or certificates for all such shares to the
Corporation at the place designated in such notice. If required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or
his or its attorney duly authorized in writing. On and after the Automatic
Conversion Date, all rights with respect to the Series C Preferred Stock
so convened, including the rights, if any, to receive notices and to vote,
will terminate, except only the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive
certificates for the number of shares of Common Stock into which such
Series C Preferred Stock has been converted, and payment of any declared
but unpaid dividends thereon. As soon as practicable after the Automatic
Conversion Date and the surrender of the certificate or certificates
representing shares of Series C Preferred Stock, the Corporation shall
issue and deliver to such holder, or on his or its written order to his or
its nominees, a certificate or certificates for the number of whole shares
of Common Stock issuable upon such conversion in accordance with the
provisions hereof, together with cash in lieu of fractional shares
calculated in accordance with paragraph (iii) of this Section 4.5(e).

(6) Reservation of Shares. The Corporation shall at all times
when the Series C Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of
effecting the conversion of the Series C Preferred Stock, such number of
its duly authorized shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series C
Preferred Stock. Before taking

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<PAGE>

any action which would cause Common Stock, upon the conversion of Series C
Preferred Stock, to be issued below the then par value of the shares of
Common Stock, the Corporation will take any corporate action that may, in
the opinion of its counsel, be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of Common
Stock to the holders of Series C Preferred Stock.

(7) Adjustments for Dividends. Upon any conversion of Series C
Preferred Stock, no adjustment to the Initial Conversion Price or the
Current Conversion Price shall be made for declared and unpaid dividends
on the Series C Preferred Stock surrendered for conversion or on the
Common Stock delivered upon conversion.

(8) Termination of Rights. All shares of Series C Preferred
Stock which shall have been surrendered for conversion as herein provided
or, as to shares of Series C Preferred Stock which are subject to
automatic conversion pursuant to paragraph (vi) above, which have not been
so surrendered prior to the Automatic Conversion Date, shall no longer be
deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall
immediately cease and terminate on the Optional Conversion Date or the
Automatic Conversion Date, except only the right of the holders thereof to
receive shares of Common Stock in exchange therefor and payment of any
declared and unpaid dividends thereon. On and as of the Optional
Conversion Date or the Automatic Conversion Date, the shares of Common
Stock issuable upon such conversion shall be deemed to be outstanding, and
the holder thereof shall be entitled to exercise and enjoy all rights with
respect to such shares of Common Stock, including the rights, if any, to
receive notices and to vote. Shares of Series C Preferred Stock converted
into Common Stock will be restored to the status of authorized but
unissued shares of preferred stock without designation as to series, and
may thereafter be issued, whether or not designated as shares of Series C
Preferred Stock.

(9) No Conversion Charge or Tax. The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of
Series C Preferred Stock shall be made without charge to the holder of
shares of Series C Preferred Stock for any issue or transfer tax, or other
incidental expense in respect of the issuance or delivery of such
certificates or the securities represented thereby, all of which taxes and
expenses shall be paid by the Corporation.

(6) Adjustments to Conversion Price.

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<PAGE>

(1) Current Conversion Price. The Initial Conversion Price
shall be subject to adjustment from time to time and such conversion price
as adjusted shall likewise be subject to further adjustment, all as
hereinafter set forth. The term "Current Conversion Price" shall mean, as
of any time, the Initial Conversion Price in case no adjustment shall have
been made pursuant to this Section 4.5(f), or the Initial Conversion Price
as adjusted pursuant to this Section 4.5(f), as the case may be.

(2) Adjustment Formula. If at any time the Corporation shall
issue any shares of Common Stock (other than Excluded Stock, as defined in
paragraph (vii) below) or any shares of a class or series convertible into
Common Stock (other than Excluded Stock) or any Rights or Related Rights
(as defined below) (collectively with the Common Stock, "Securities")
(other than a dividend or other distribution payable in Common Stock or
Convertible Securities, to which paragraph (iv) below applies) for no
consideration or a consideration per share (the consideration in each case
to be determined in the manner provided in clauses (E) and (F) of
paragraph (iii) below) less than the Market Price, as in effect
immediately prior to the issuance of such Securities, the Current
Conversion Price in effect immediately prior to each such issuance shall
forthwith be adjusted to a Current Conversion Price obtained by
multiplying such Current Conversion Price in effect immediately prior to
such issuance by a fraction having (i) a numerator equal to the sum of (x)
the total number of shares of Common Stock outstanding on a Fully Diluted
Basis immediately prior to such issuance multiplied by the Market Price as
in effect immediately prior to such issuance, plus (y) the consideration
received by the Corporation upon such issuance, and (ii) a denominator
equal to the total number of shares of Common Stock outstanding on a Fully
Diluted Basis immediately after such issuance, multiplied by the Market
Price as in effect immediately prior to such issuance.

(3) Adjustment Considerations. For the purpose of any
adjustment of the Current Conversion Price pursuant to paragraph (ii)
above, the following provisions shall be applicable:

(1) In the case of the issuance of options or warrants to purchase,
or rights to subscribe for, Common Stock other than Excluded Stock
(collectively, the "Rights"), the aggregate maximum number of shares of
Common Stock deliverable upon exercise of the Rights shall be deemed to
have been issued at the time the Rights were issued, for an aggregate
consideration equal to (i) the consideration (determined in the manner
provided in clauses (E) and (F) below), if any, received by the
Corporation upon the issuance of the Rights, plus (ii) the minimum
purchase price provided in the Rights for the Common Stock covered
thereby; provided, however, that such shares of Common Stock deliverable
upon

21
<PAGE>

the exercise of the Rights shall not be deemed to have been issued unless
such aggregate consideration per share would be less than the Market Price
as in effect on the date of and immediately prior to such issuance.

(2) In the case of the issuance of securities by their terms
convertible into or exchangeable for Common Stock other than Excluded
Stock (collectively, the "Convertible Securities"), or options or warrants
to purchase, or rights to subscribe for, securities by their terms
convertible into or exchangeable for Common Stock other than Excluded
Stock (collectively, the "Related Rights"), the aggregate maximum number
of shares of Common Stock deliverable upon conversion, exchange or
exercise of any Convertible Securities or Related Rights shall be deemed
to have been issued at the time the Convertible Securities or the Related
Rights were issued and for an aggregate consideration equal to (i) the
consideration received by the Corporation upon issuance of the Convertible
Securities or the Related Rights (excluding any cash received on account
of accrued interest or accrued dividends), plus (ii) the additional
consideration, if any, to be received by the Corporation upon the
conversion, exchange or exercise of the Convertible Securities or Related
Rights (the consideration in each case to be determined in the manner
provided in clauses (E) and (F) below); provided, however, that such
shares of Common Stock deliverable upon such conversion, exchange or
exercise of the Convertible Securities or Related Rights shall not be
deemed to have been issued unless such aggregate consideration per share
would be less than the Market Price as in effect on the date of and
immediately prior to such issuance.

(3) On any change in the number of shares of Common Stock
deliverable upon the exercise of the Rights or Related Rights or upon the
conversion, exchange or exercise of the Convertible Securities or on any
change in the minimum purchase price of the Rights, Related Rights or
Convertible Securities other than a change resulting from the
anti-dilution provisions of the Rights, Related Rights or Convertible
Securities, the Current Conversion Price shall forthwith be readjusted to
such Current Conversion Price as would have been obtained had the
adjustment made upon the issuance of such Rights, Related Rights or
Convertible Securities not converted, exchanged or exercised prior to such
change, been made upon the basis of such change.

(4) On the expiration of any of the Rights, Related Rights or
Convertible Securities, the Current Conversion Price shall forthwith be
readjusted to such Current Conversion Price as would have been obtained
had the adjustment made upon the issuance of such Rights or Related Rights
or the issuance of any such Convertible Securities been made upon the
basis of the issuance of only the number of shares of Common Stock
actually issued upon the exercise of such

22
<PAGE>

Rights or Related Rights or the conversion, exchange or exercise of any
such Convertible Securities.

(5) In the case of the issuance of Securities for cash, the
consideration shall be deemed to be the amount of cash paid therefor.

(6) In the case of the issuance of Securities for a consideration in
whole or in part other than cash, the consideration other than cash shall
be deemed to be the fair value thereof as determined in good faith by the
Board of Directors of the Corporation, whose determination shall be
conclusive.

(4) Effect of Dividends, Distributions. Subdivisions or
Combinations. If the Corporation declares a dividend or other distribution
payable in Common Stock or Convertible Securities or subdivides its
outstanding shares of Common Stock into a larger number or combines its
outstanding shares of Common Stock into a smaller number, then the Current
Conversion Price in effect immediately prior to such dividend, other
distribution, subdivision or combination, as the case may be, shall
forthwith be adjusted to that price determined by multiplying the Current
Conversion Price by a fraction (x) the numerator of which shall be the
total number of shares of Common Stock outstanding on a Fully Diluted
Basis immediately prior to such dividend, other distribution, subdivision
or combination and (y) the denominator of which shall be the total number
of shares of Common Stock outstanding on a Fully Diluted Basis immediately
after such dividend, other distribution, subdivision or combination.

(5) Effect of Distributions In Kind. In case the Corporation
shall distribute to the holders of its capital stock any additional shares
of its capital stock (other than Securities), stock or other securities of
other persons, evidences of indebtedness issued by the Corporation or
other persons, assets (excluding cash dividends) or options, warrants or
rights (excluding Rights or Related Rights), then, in each such case,
immediately following the record date fixed for the determination of the
holders of Common Stock entitled to receive such distribution, the Current
Conversion Price in effect thereafter shall be determined by multiplying
the Current Conversion Price in effect immediately prior to such record
date by a fraction (A) the numerator of which shall be an amount equal to
the remainder of (x) the Market Price of one share of Common Stock less
(y) the fair value (as determined in good faith by the Corporation's Board
of Directors, whose determination shall be conclusive) of the stock,
securities, evidences of indebtedness, assets, options, warrants or rights
so distributed in respect of one share of Common Stock, as of the record
date applicable to such distribution, as the case may be, and (B) the
denominator of

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<PAGE>

which shall be the Market Price of one share of Common Stock, as of the
record date applicable to such distribution. Such adjustment shall be made
on the date such distribution is made, and shall become effective at the
opening of business on the business day following the record date for the
determination of stockholders entitled to such distribution.

(6) Notice of Changes. Whenever the Current Conversion Price
shall be adjusted as provided in this Section 4.5(f), the Corporation
shall forthwith file, at the office of the transfer agent for the Series C
Preferred Stock, at the principal office of the Corporation or at such
other place as may be designated by the Corporation, a statement,
certified by the chief financial officer of the Corporation, showing in
detail the facts requiring such adjustment and the Current Conversion
Price that shall be in effect after such adjustment. The Corporation shall
also cause a copy of such statement to be sent by first class mail,
postage prepaid, to each holder of record of Series C Preferred Stock at
such holder's address as shown in the records of the Corporation.

(7) Excluded Stock. As used in this Section 4.5(f), "Excluded
Stock" shall mean (A) a maximum of 100,000 shares (such amount to be
appropriately adjusted in the event of any stock dividend, stock split or
combination, or similar recapitalization affecting the Common Stock) of
Common Stock or options for the purchase thereof issued, sold or granted,
in the past or future, by the Corporation to its employees or consultants
pursuant to bona fide employee stock purchase, option or similar benefit
plans or other arrangements approved by the Board of Directors of the
Corporation, (B) with the approval of holders of a majority of the
outstanding shares of Series C Preferred Stock, a maximum of 5% of the
outstanding shares of Common Stock on a Fully Diluted Basis consisting of
Common Stock or Convertible Securities issued to creditors in connection
with incurrence of indebtedness, and (C) any shares of Series C Preferred
Stock or Common Stock issued upon conversion of Preferred Stock as
provided herein.

(7) Certain Restrictions.

(1) Notwithstanding the provisions of Sections 4.5(b), cash
dividends on the Series C Preferred Stock may not be declared, paid or set
apart for payment, nor may the Corporation redeem, purchase or otherwise
acquire any shares of Series C Preferred Stock, if (A) the Corporation is
not solvent or would be rendered insolvent thereby or (B) at such time the
terms and provisions of any law or agreement of the Corporation, including
any agreement relating to its indebtedness, specifically prohibit such
declaration, payment or setting apart for payment or such redemption,
purchase or other acquisition, or provide that such

24
<PAGE>

declaration, payment or setting apart for payment or such redemption,
purchase or other acquisition would constitute a violation or breach
thereof or a default thereunder.

(2) So long as shares of Series C Preferred Stock are
outstanding or dividends payable on shares of Series C Preferred Stock
have not been paid in full in cash, the Corporation shall not declare or
pay cash dividends on, or redeem, purchase or otherwise acquire for
consideration, any shares of Common Stock or other shares of capital stock
of the Corporation ranking junior to or on a parity basis with the Series
C Preferred Stock (including the Series D Preferred), except with the
prior written consent of holders of a majority of the outstanding shares
of Series C Preferred Stock, except that the Corporation may acquire, in
accordance with the terms of any agreement between the Corporation and its
employees, shares of Common Stock from its employees at a price equal to
such employee's purchase price therefor without such consent.

(3) The Corporation shall not permit any Subsidiary of the
Corporation, or cause any other Person, to make any distribution with
respect to, or purchase or otherwise acquire for consideration, any shares
of Common Stock or other shares of capital stock of the Corporation
ranking junior to or on a parity basis with the Series C Preferred Stock
(including the Series D Preferred Stock) unless the Corporation could,
pursuant to paragraph (i) above, make such distribution or purchase or
otherwise acquire such shares at such time and in such manner.

(8) Redemption. The Series C Preferred Stock is not redeemable.

(9) Sinking Fund. There shall be no sinking fund for the payment of
dividends or liquidation preferences on the Series C Preferred Stock.

1.6 Powers, Preferences and Rights of the Series D Preferred Stock.

(1) Ranking. The Series D Preferred Stock shall rank (i) 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, (ii)
senior to the Series C Preferred Stock with respect to rights on a Statutory
Liquidation, (iii) on a parity with Series C Preferred Stock and Common Stock
with respect to dividend rights, and (iv) senior to the Common Stock and any
series or class of the Corporation'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.

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<PAGE>

(2) Other Powers, Preferences and Rights. Subject to paragraph (a)
above, the powers, preferences and rights of the Series D Preferred Stock, and
the qualifications, limitations, and restrictions thereof shall be identical to
those of the Series C Preferred Stock, except that (a) in addition to the
conversion rights set forth in Section 4.5(e) (subject to clause (c) below),
shares of Series D Preferred Stock shall be convertible at the option of the
holder thereof at any time and from time to time, into an equivalent number of
fully paid and non-assessable shares of Series C Preferred Stock, any such
conversion being made in accordance with the applicable provisions of Section
4.5(e); (b) the shares of Series D Preferred Stock shall not have any right to
vote on any matters to be voted on by the stockholders of the Corporation, and
the shares of Series D Preferred Stock shall not be included in determining the
number of shares voting or entitled to vote on any such matters, except that it
shall have the right to vote on matters specified in Section 4.5(d)(ii) or as
otherwise provided by law; (c) shares of Series D Preferred Stock shall not be
subject to automatic conversion upon the IPO Date in accordance with Section
4.5(e)(ii); provided, however, that (i) on and after the IPO Date, the Current
Conversion Price shall be deemed to be the Current Conversion Price as of the
IPO Date and (ii) the Series D Preferred Stock shall be renamed "Senior Common
Stock" upon the IPO Date; and (d) the words "Series D Preferred Stock" and
"Series C Preferred Stock" shall be substituted for all references in Section
4.5 to Series C Preferred Stock and Series D Preferred Stock, respectively.

(3) Reservation of Shares. The Corporation shall at all times when
the Series D Preferred Stock shall be outstanding, reserve and keep available
out of its authorized but unissued stock, for the purpose of effecting the
conversion of the Series D Preferred Stock, such number of its duly authorized
shares of Series C Preferred Stock and Common Stock as shall from time to time
be sufficient to effect the conversion of all outstanding shares of Series D
Preferred Stock.

(4) FCC Approval. Notwithstanding anything herein to the contrary,
if Federal Communications Commission or other regulatory approval is required to
be obtained prior to the conversion of shares of Series D Preferred Stock, the
holder thereof may nevertheless elect to convert any or all of its shares of
Series D Preferred Stock by written notice given to the Company in accordance
with the provisions of Section 4.5(e), provided, that such conversion shall not
become effective until the close of business on the date of the receipt of the
last of any such approvals and of the surrender of the certificates representing
the shares of the Series D Preferred Stock to be converted and the rights of the
holder thereof shall continue in full force and effect pending the receipt of
all such approvals.

1.7 Common Stock. Each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held of record on all matters on which
stockholders generally are entitled to vote and to all other rights, powers and
privileges of

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<PAGE>

stockholders under Delaware law. Upon the dissolution, liquidation or winding up
of the Corporation, after any preferential amounts to be distributed to the
holders of the Preferred Stock and any other class or series of stock having a
preference over the Common Stock then outstanding have been paid or declared and
funds sufficient for the payment thereof in full set apart for payment, the
holders of the Common Stock shall be entitled to receive pro rata all the
remaining assets of the Corporation available for distribution to its
stockholders.

1.8 Exchange of Capital Stock. Notwithstanding any other provision
of this Restated Certificate of Incorporation to the contrary, in the event that
the Initial Holder terminates its obligations under Section 8.6 of the
Stockholders Agreement pursuant to Section 8.8(c) thereof with respect to any
Overlap Territory (as defined therein) (any such termination being referred to
hereinafter as the "Exchange Event"), the following provisions shall apply:

(1) Right to Exchange. The Corporation shall have the right,
exercisable in its sole discretion by written notice (the "Exchange Notice")
given to the Initial Holder within 60 days after the Exchange Event, to:

(1) require the Initial Holder and each Section 4.8 Transferee
to exchange for an equivalent number of shares of Series B Preferred Stock
either (A) all of the shares of Series A Preferred Stock then owned by the
Initial Holder and each Section 4.8 Transferee or (B) a number of shares
of Series A Preferred Stock then owned by each such holder equal to the
product of (x) the number of shares of Series A Preferred Stock then owned
by such holder multiplied by (y) a fraction, the numerator of which is
equal to the number of POPs (as defined in the Stockholders Agreement) in
the Overlap Territory and the denominator of which is equal to the total
number of POPs in the Territory (as defined in the Stockholders
Agreement); and

(2) require the Initial Holder and each Section 4.8 Transferee
to exchange, for a number of shares of Series B Preferred Stock determined
in accordance with paragraph (b) below, either (A) all of the shares of
Series D Preferred Stock owned by the Initial Holder on the date hereof
(or shares of Series C Preferred Stock or Common Stock into which such
shares or any shares of Series A Preferred Stock shall have been
converted) and that the Initial Holder or such Section 4.8 Transferee, as
the case may be, continues to own on the date of delivery of the Exchange
Notice (any such shares of Series D Preferred Stock, Series C Preferred
Stock or Common Stock being referred to hereinafter collectively as
"Original Shares") or (B) a number of Original Shares of Series D
Preferred Stock, Series C Preferred Stock and/or Common Stock, as the case
may be, equal to the product of (x) the number of Original Shares of
Series D Preferred

27
<PAGE>

Stock, Series C Preferred Stock and/or Common Stock, as the case may be,
then owned by each such holder, multiplied by (y) a fraction, the
numerator of which is equal to the number of POPs in the Overlap Territory
and the denominator of which is equal to the total number of POPs in the
Territory;

provided, that (x) if the Corporation exercises its right under clause (i)(A) of
this paragraph (a), it shall be required to exercise its right under clause
(ii)(A) of this paragraph (a), and vice-versa; and if the Corporation exercises
its right under clause (i)(B) of this paragraph (a), it shall be required to
exercise its right under clause (ii)(B) of this paragraph (a), and vice-versa
and (y) the provisions of this Section 4.8(a) shall not apply to any Section 4.8
Transferee which is a Cash Equity Investor.

(Shares of Series A Preferred Stock, and shares of Series D Preferred Stock (and
shares of Series C Preferred Stock or Common Stock into which such shares shall
have been converted) subject to exchange pursuant to this Section 4.8 are
hereinafter referred to collectively as "Exchange Shares.")

(2) Number of Shares of Series B Preferred Stock Issuable in
Exchange. The number of shares of Series B Preferred Stock issuable in exchange
for Original Shares pursuant to clause (ii) of paragraph (a) above shall be
equal to the quotient of the aggregate purchase price paid by the Initial Holder
for the Original Shares being exchanged, divided by the Liquidation Preference
of the Series B Preferred Stock.

(3) Fractional Shares. Notwithstanding any other provision of this
Restated Certificate of Incorporation, the Corporation shall not be required to
issue fractions of shares upon exchange of any Exchange Shares or to distribute
certificates which evidence fractional shares. In lieu of fractional shares, the
Corporation may pay therefor, at the time of any exchange of Exchange Shares as
herein provided, an amount in cash equal to such fraction multiplied by the
Market Price of a share of Common Stock on such date.

(4) Mechanics of Exchange. The Exchange Notice shall specify the
date fixed for the exchange (the "Exchange Date"), which shall be at least 10
but no more than 60 days following delivery of the Exchange Notice, and the
place designated for exchange of the Exchange Shares pursuant to this Section
4.8. Such notice will be sent by first class or registered mail, postage
prepaid, to the Initial Holder at such holder's address last shown on the
records of the transfer agent for the Series A Preferred Stock (or the records
of the Corporation if it serves as its own transfer agent). On or before the
Exchange Date, the Initial Holder shall surrender its certificate or
certificates for all such shares to the Corporation at the place designated in
such notice. If required by the Corporation, certificates surrendered for
exchange shall be endorsed or accompanied by a

28
<PAGE>

written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the Initial Holder or its attorney duly authorized
in writing.

(5) Termination of Rights. On and after the Exchange Date (whether
or not the applicable certificates have theretofore been surrendered), all
rights with respect to the Exchange Shares, including the rights, if any, to
receive notices and to vote, will terminate, except only the rights of the
Initial Holder and Section 4.8 Transferees to receive certificates for the
number of shares of Series B Preferred Stock into which such Exchange Shares
have been exchanged, upon surrender of its certificate or certificates therefor,
and payment of any declared but unpaid dividends thereon (which shall accrue and
be payable at the times and on the other terms applicable to such dividends when
declared) and payment of any deferred dividends in respect of Series A Preferred
Stock which shall be payable as set forth in Section 4.3(b)(iii). Within ten
(10) Business Days after the Exchange Date, the Corporation shall issue and
deliver to the Initial Holder, or on its written order to its nominees, a
certificate or certificates for the number of whole shares of Series B Preferred
Stock issuable upon such exchange in accordance with the provisions hereof
together with cash in lieu of fractional shares calculated in accordance with
paragraph (c) of this Section 4.8.

(6) Reservation of Shares. The Corporation shall at all times
reserve and keep available for issuance upon the exchange of Exchange Shares the
maximum number of its authorized but unissued shares of Series B Preferred Stock
as is reasonably anticipated to be sufficient to permit the exchange of all
outstanding Exchange Shares, and shall take all action required to increase the
authorized number of shares of Series B Preferred Stock if at any time there
shall be insufficient authorized but unissued shares of Series B Preferred Stock
to permit such reservation or to permit the exchange of all outstanding Exchange
Shares.

(7) Adjustments for Dividends. Upon any exchange of shares of Series
A Preferred Stock or Series D Preferred Stock, no adjustment to the rate of
conversion shall be made for accrued and unpaid dividends (whether or not
declared) on the Series A Preferred Stock or Series D Preferred Stock, as the
case may be, surrendered for exchange or on the Series B Preferred Stock
delivered upon exchange.

(8) No Exchange Charge or Tax. The issuance and delivery of
certificates for shares of Series B Preferred Stock upon the exchange of
Exchange Shares shall be made without charge to the Initial Holder for any issue
or transfer tax, or other incidental expense in respect of the issuance or
delivery of such certificates or the securities represented thereby, all of
which taxes and expenses shall be paid by the Corporation.

29
<PAGE>

1.9 Redemption of Capital Stock. Notwithstanding any other provision
of this Restated Certificate of Incorporation to the contrary, outstanding
shares of capital stock of the Corporation held by Disqualified Holders shall
always be subject to redemption by the Corporation, by action of the Board of
Directors, if, in the judgment of the Board of Directors, such action should be
taken, pursuant to Section 151(b) of the GCL or any other applicable provision
of law, to the extent necessary to prevent the loss or secure the reinstatement
of any license or franchise from any governmental agency held by the Corporation
or any of its subsidiaries to conduct any portion of the business of the
Corporation or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Corporation's stock
possessing prescribed qualifications. The terms and conditions of such
redemption shall be as follows:

(1) the redemption price of the shares to be redeemed pursuant to
this Section 4.9 shall be equal to the lesser of (i) the Market Price or (ii) if
such stock was purchased by such Disqualified Holder within one year of the
Section 4.9 Redemption Date, such Disqualified Holder's purchase price for such
shares;

(2) the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof

(3) if less than all the shares held by Disqualified Holders are to
be redeemed, the shares to be redeemed shall be selected in such manner as shall
be determined by the Board of Directors, which may include selection first of
the most recently purchased shares thereof, selection by lot or selection in any
other manner determined by the Board of Directors;.

(4) at least 30 days' written notice of the Section 4.9 Redemption
Date shall be given to the record holders of the shares selected to be redeemed
(unless waived in writing by any such holder); provided, however, that only 10
days' written notice of the Redemption Date shall be given to record holders if
the cash or Redemption Securities necessary to effect the redemption shall have
been deposited in trust for the benefit of such record holders and subject to
immediate withdrawal by them upon surrender of the stock certificates for their
shares to be redeemed; provided, further, that the record holders of the shares
selected to be redeemed may transfer such shares prior to the Section 4.9
Redemption Date to any holder that is not a Disqualified Holder and, thereafter,
for so long as such shares are not held by a Disqualified Holder, such shares
shall not be subject to redemption by the Corporation;

(5) from and after the Section 4.9 Redemption Date, any and all
rights of whatever nature (including without limitation any rights to vote or
participate in dividends declared on stock of the same class or series as such
shares) with respect to the shares selected from redemption held by Disqualified
Holders on the Section 4.9

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<PAGE>

Redemption Date shall cease and terminate and such Disqualified Holders
thenceforth shall be entitled only to receive the cash or Redemption Securities
payable upon redemption; and

(6) such other terms and conditions as the Board of Directors shall
determine.

1.10 Definitions. For the purposes of this Restated Certificate of
Incorporation, the following terms shall have the meanings indicated:

"Accreted Value" shall mean, with respect to each share of Series A
Preferred Stock or Series B Preferred Stock, as of any date, the sum of the
Liquidation Preference, plus an amount equal to all unpaid dividends thereon,
including accrued dividends whether or not declared, through such date.

"Affiliate" means, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled") means
the power to direct or cause the direction of the management and policies of a
Person, directly or indirectly, whether through the ownership of securities or
partnership or other ownership interests, by contract or otherwise.

"Appraiser" has the meaning assigned to such term in Section
4.3(l)(i).

"Board of Directors" has the meaning assigned to such term in
Section 4.2(a).

"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in the City of New York are authorized or
required by law or executive order to close.

"Closing Price" shall mean, with respect to each share of any class
or series of capital stock for any day, (i) the last reported sale price regular
way or, in case no such sale takes place on such day, the average of the closing
bid and asked prices regular way, in either case as reported on the principal
national securities exchange on which such class or series of capital stock is
listed or admitted for trading or (ii) if such class or series of capital stock
is not listed or admitted for trading on any national securities exchange, the
last reported sale price or, in case no such sale takes place on such day, the
average of the highest reported bid and the lowest reported asked quotation for
such class or series of capital stock, in either case as reported on NASDAQ or a
similar service if NASDAQ is no longer reporting such information.

31
<PAGE>

"Common Stock" has the meaning assigned to such term in Section 4.1.

"Disqualified Holder" shall mean any holder of shares of capital
stock of the Corporation whose holding of such stock, either individually or
when taken together with the holding of shares of capital stock of the
Corporation by any other holders, may result, in the judgment of the Board of
Directors, in the loss of or the failure to secure the reinstatement of any
license or franchise from any governmental agency held by the corporation or any
of its subsidiaries or affiliates to conduct any portion of the business of the
corporation or any of its subsidiaries or affiliates.

"Dividend Payment Date" shall mean the last day of each March, June,
September and December, except that if any Dividend Payment Date is not a
Business Day, then the next succeeding Business Day shall be the Dividend
Payment Date.

"Excluded Stock" has the meaning assigned to such term in Section
4.5(f)(vii).

"Fully Diluted Basis" shall mean, with respect to the outstanding
shares of Common Stock, the number of shares of Common Stock outstanding
assuming the conversion of all outstanding convertible securities (other than
the Series A Preferred Stock) and the exercise of all outstanding warrants,
options or other rights to subscribe for or purchase any shares of Common Stock.

"Initial Holder" means AT&T Wireless PCS Inc., a Delaware
corporation, and/or any of its Affiliates that is a Subsidiary of AT&T Corp.

"IPO Date" shall mean the first date on which (a) the Common Stock
shall have been registered pursuant to an effective Registration Statement under
the Securities Act of 1933, as amended, (b) the aggregate gross proceeds
received by the Company in connection with such Registration Statement(s) equals
or exceeds $20 million, and (c) the Common Stock shall be listed for trading on
the New York Stock Exchange or the American Stock Exchange or authorized for
trading on NASDAQ, including without limitation its National Market System.

"Junior Stock" shall mean, with respect to shares of Series A
Preferred Stock or Series B Preferred Stock, any capital stock of the
Corporation, including without limitation the Series C Preferred Stock, Series D
Preferred Stock and the Common Stock, ranking junior to the Series A Preferred
Stock or Series B Preferred Stock, as the case may be, with respect to
dividends, distribution in liquidation or any other preference, right or power.

32
<PAGE>

"Liquidation Preference" shall mean, with respect to each share of
Preferred Stock, $100 and no more (subject to adjustment for subdivisions or
combinations affecting the number of shares of the applicable class or series of
Preferred Stock).

"Market Price" shall mean, with respect to each share of any class
or series of capital stock for any day, (i) the average of the daily Closing
Prices for the ten consecutive trading days commencing 15 days before the day in
question or (ii) if on such date the shares of such class or series of capital
stock are not listed or admitted for trading on any national securities exchange
and are not quoted on NASDAQ or any similar service, the cash amount that a
willing buyer would pay a willing seller (neither acting under compulsion) in an
arm's-length transaction without time constraints per share of such class or
series of capital stock as of such date, viewing the Company on a going concern
basis, as determined (A) in the case of a determination of "Market Price" for
the purpose of calculating the Series A Conversion Rate, pursuant to the terms
of Section 4.3(1) and (B) in the case of a determination of Market Price for any
other purpose, in good faith by the Board of Directors, whose determination
shall be conclusive; provided that, in determining such cash amount, the
following shall be ignored: (i) any contract or legal limitation in respect of
shares of Common Stock or Preferred Stock, including transfer, voting and other
rights, (ii) the "minority interest" status of shares of Common Stock into which
shares of Series A Preferred Stock would be converted, and (iii) any illiquidity
arising by contract in respect of the shares of Common Stock and any voting
rights or control rights amongst the stockholders.

"NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotations System.

"Parity Stock" shall mean, with respect to shares of Series A
Preferred Stock or Series B Preferred Stock, any capital stock of the
Corporation ranking on a parity with the Series A Preferred Stock or Series B
Preferred Stock, as the case may be, with respect to dividends, distribution in
liquidation or any other preference, right or power.

"Person" shall mean any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, governmental agency or political subdivision thereof or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

"Preferred Stock" has the meaning assigned to such term in Section
4.1.

"Qualified Transfer" shall mean a sale, transfer or other
disposition of shares of Series A Preferred Stock to any prospective transferee
specified in a Qualified

33
<PAGE>

Transfer Notice, other than a prospective transferee as to which the Company
disapproves in accordance with the terms of the second sentence of Section
4.3(i)(xi), provided such sale, transfer or other disposition is made pursuant
to a binding agreement entered into no later than one hundred eighty (180) days
after the applicable Qualified Transfer Notice is given.

"Qualified Transferee" shall mean, with respect to any shares of
Series A Preferred Stock, (i) any Cash Equity Investor that acquired such shares
pursuant to Section 4.2 of the Stockholders Agreement or (ii) any other holder
that acquired such shares in a Qualified Transfer from an Initial Holder or
Qualified Transferee.

"Qualified Transfer Notice" has the meaning assigned to such term in
Section 4.3(i)(x).

"Redemption Securities" shall mean any debt or equity securities of
the Corporation, any of its subsidiaries or affiliates or any other corporation,
or any combination thereof having such terms and conditions as shall be approved
by the Board of Directors and which, together with any cash to be paid as part
of the redemption price payable pursuant to Section 4.9, in the opinion of any
nationally recognized investment banking firm selected by the Board of Directors
(which may be a firm which provides investment banking, brokerage or other
services to the Corporation), has a value, at the time notice of redemption is
given pursuant to Section 4.9(d) at least equal to the price required to be paid
pursuant to Section 4.9(a) (assuming, in the case of Redemption Securities to be
publicly traded, that such Redemption Securities were fully distributed and
subject only to normal trading activity).

"Section 4.8 Transferee" shall mean any transferee of shares of
Series A Preferred Stock or Series D Preferred Stock issued to the Initial
Holder on the date hereof (or any shares of Series C Preferred Stock or Common
Stock into which any such shares are converted) that are acquired in a private
transaction.

"Section 4.9 Redemption Date" shall mean the date fixed by the Board
of Directors for the redemption of any shares of stock of the corporation
pursuant to Section 4.9.

"Senior Stock" shall mean, with respect to shares of Series A
Preferred Stock or Series B Preferred Stock, as the case may be, any capital
stock of the Corporation ranking senior to the Series A Preferred Stock or the
Series B Preferred Stock, as the case may be, with respect to dividends,
distribution in liquidation or any other preference, right or power.

34
<PAGE>

"Series A Conversion Date" has the meaning assigned to such term in
Section 4.3(i)(vi).

"Series A Conversion Rate" shall mean, as of any date of
determination, a fraction in which the numerator is the Accreted Value of one
share of Series A Preferred Stock as of such date, and the denominator is the
Market Price of Common Stock as of such date.

"Series A Preferred Stock" has the meaning assigned to such term in
Section 4.1.

"Series A Redemption Price" has the meaning assigned to such term in
Section 4.3(e)(i).

"Series B Preferred Stock" has the meaning assigned to such term in
Section 4.1.

"Series C Preferred Stock" has the meaning assigned to such term in
Section 4.1.

"Series D Preferred Stock" has the meaning assigned to such term in
Section 4.1.

"Statutory Liquidation" shall mean the liquidation of the
Corporation pursuant to Section 275 of the GCL, as amended.

"Stockholders Agreement" means the Stockholders Agreement, dated as
of February 4, 1998, by and among the Corporation, the Initial Holder and the
other stockholders of the Corporation named therein, as the same may be amended,
modified or supplemented in accordance with the terms thereof, a copy of which
is available for inspection by any stockholder at the principal executive
offices of the company.

"Subsidiary" shall mean, with respect to any Person, a corporation
or other entity of which 50% or more of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.

ARTICLE V

Election of Directors need not be by written ballot.

ARTICLE VI

35
<PAGE>

Subject to the separate class vote requirements relating to any
class or series of Preferred Stock, the holders of shares of Series C Preferred
Stock and Common Stock representing at least two-thirds (2/3) of the votes
entitled to be cast for the election of directors of the Corporation, voting
together as a single class, in person or by proxy, at a special or annual
meeting of stockholders called for the purpose, or by written consent, may
amend, alter or repeal this Restated Certificate of Incorporation or the bylaws
of the Corporation (the "Bylaws").

ARTICLE VII

1.11 Indemnification. 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 (a "Proceeding"), whether civil, criminal, administrative,
or investigative (whether or not by or in the right of the Corporation), by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director, officer, incorporator, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, incorporator, employee, partner, trustee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), shall be entitled to be indemnified by the
Corporation to the full extent then permitted by law against expenses (including
counsel fees and disbursements), judgments, fines (including excise taxes
assessed on a person with respect to an employee benefit plan), and amounts paid
in settlement incurred by him in connection with such Proceeding. Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Article VII.

1.12 Advancement of Expenses. The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; provided,
however, that, if (and only if) required by the GCL, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

1.13 Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this

36
<PAGE>

Article VII shall not be deemed exclusive of any other rights to which a person
seeking indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Restated Certificate of
Incorporation, the Bylaws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

1.14 Continuing Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VII shall continue as to a person who has ceased to be a Director
or officer (or other person indemnified hereunder), shall inure to the benefit
of the executors, administrators, legatees and distributees of such person, and
in either case, shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article VII.

1.15 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VII, the Bylaws or under Section
145 of the GCL or any other provision of law.

1.16 Contract Rights; No Repeal. The provisions of this Article VII
shall be a contract between the Corporation, on the one hand, and each Director
and officer who serves in such capacity at any time while this Article VII is in
effect and any other person indemnified hereunder, on the other hand, pursuant
to which the Corporation and each such Director, officer, or other person intend
to be legally bound. No repeal or modification of this Article VII shall affect
any rights or obligations with respect to any state of facts then or, heretofore
or thereafter brought or threatened based in whole or in part upon any such
state of facts.

1.17 Enforceability; Burden of Proof. The rights to indemnification
and reimbursement or advancement of expenses provided by, or granted pursuant
to, this Article VII shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such indemnification
or reimbursement or advancement of expenses is proper in the

37
<PAGE>

circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such Proceeding.

1.18 Service at the Request of the Corporation. Any Director or
officer of the Corporation serving in any capacity in (a) another corporation of
which a majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

1.19 Right to Be Covered by Applicable Law. Any person entitled to
be indemnified or to reimbursement or advancement of expenses as a matter of
right pursuant to this Article VII may elect to have the right to
indemnification or reimbursement or advancement of expenses interpreted on the
basis of the applicable law in effect at the time of the occurrence of the event
or events giving rise to the applicable Proceeding, to the extent permitted by
law, or on the basis of the applicable law in effect at the time such
indemnification or reimbursement or advancement of expenses is sought. Such
election shall be made, by a notice in writing to the Corporation, at the time
indemnification or reimbursement or advancement of expenses is sought; provided,
however, that if no such notice is given, the right to indemnification or
reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of expenses
is sought.

ARTICLE VIII

No Director of the Corporation shall be liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
Director, provided that this provision does not eliminate the liability of the
Director (i) for any breach of the Director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the Director
derived an improper personal benefit. For purposes of the prior sentence, the
term "damages" shall, to the extent permitted by law, include without
limitation, any judgment, fine, amount paid in settlement, penalty, punitive
damages, excise or other tax assessed with respect to an employee benefit plan,
or expense of any nature (including, without limitation, counsel fees and
disbursements). Each person who serves as a Director of the Corporation while
this Article VIII is in effect shall be deemed to be doing so in reliance on the
provisions of this Article VIII, and neither the amendment or repeal of this
Article VIII, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with this Article VIII, shall apply to or

38
<PAGE>

have any effect on the liability or alleged liability of any Director of the
Corporation for, arising out of based upon, or in connection with any acts or
omissions of such Director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of this Article VIII are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of Directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, bylaw, agreement, vote of stockholders
or disinterested Directors, or otherwise.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Restated Certificate of Incorporation this 4th day of February,
1998.

--------------------------------
Name:
Title:

<PAGE>

Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TRITON PCS HOLDINGS, INC.

TRITON PCS HOLDINGS, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"),

DOES HEREBY CERTIFY:

FIRST: Pursuant to a Unanimous Written Consent of the Board of Directors
of the Corporation, resolutions were duly adopted in accordance with Section 242
of the DGCL setting forth proposed amendments of the Restated Certificate of
Incorporation of the Corporation, declaring said amendments to be advisable and
recommending that the stockholders of the Corporation consider such resolutions.
The resolutions setting forth the proposed amendments are as follows:

"RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by changing Section 4.1 thereof so that, as
amended, said Section shall be and read as follows:

4.1 Classes of Stock. The total number of shares of all
classes of stock which the Corporation shall have authority to issue
is 17,000,000, consisting of (a) 7,000,000 shares of preferred
stock, par value $0.01 per share (the "Preferred Stock"), including
1,000,000 shares designated "Series A Convertible Preferred Stock"
(the "Series A Preferred Stock"), 2,000,000 shares designated
"Series B Preferred Stock" (the "Series B Preferred Stock"),
3,000,000 shares designated "Series C Convertible Preferred Stock"
(the "Series C Preferred Stock"), and 1,000,000 shares designated
"Series D Convertible Preferred Stock" (the "Series D Preferred
Stock") and (b) 10,000,000 shares of common stock, par value $0.01
per share (the "Common Stock"). (Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in Section
4.10)."

and

"RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by changing Section 4.5(h) thereof so that, as
amended, said Section shall be and read as follows:
<PAGE>

(h) Redemption. The Series C Preferred Stock is not redeemable
without the prior written consent of (i) all holders of the
outstanding shares of Series C Preferred Stock, (ii) all holders of
the outstanding shares of Series D Preferred Stock, and (iii) the
prior written consent of any other holders of the Corporation's
capital stock that may be required pursuant to this Restated
Certificate of Incorporation (including, without limitation,
pursuant to the provsions contained in Section 4.3(c)(ii) hereof)."

SECOND: Pursuant to a Consent of the Stockholders of the Corporation, such
amendments were duly adopted in accordance with Section 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by a duly authorized officer, this 27th day of November 1998.

TRITON PCS HOLDINGS, INC.

By: /s/ David D. Clark
-------------------------------------
David D. Clark, Senior Vice President

<PAGE>

Exhibit 3.3

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TRITON PCS HOLDINGS, INC.

TRITON PCS HOLDINGS, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"),

DOES HEREBY CERTIFY:

"RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by changing Section 4.3(d)(iii) thereof so
that, as amended, said Section shall be and read as follows:

(iii) So long as the Initial Holder owns at least two-thirds
(2/3) of the number of shares of Series A Preferred Stock owned by
it on the date hereof, holders of shares of Series A Preferred Stock
shall have the exclusive right, voting separately as a single class,
to nominate one director of the Corporation. The foregoing right to
nominate one director may be exercised at any annual meeting of
stockholders or a special meeting of stockholders or holders of
Series A Preferred Stock held for such purpose or any adjournment
thereof, or by the written consent, delivered to the Secretary of
the Corporation, of the holders of a majority of the issued and
outstanding shares of Series A Preferred Stock. Notwithstanding the
foregoing, the Initial Holder shall have the right, exercisable at
any time by written notice delivered to the Secretary of the
Corporation, to surrender and cancel irrevocably such right to
nominate one director of the Corporation."

and
<PAGE>

"RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by changing Section 4.4 thereof so that, as
amended, said Section shall be and read as follows:

4.4 Powers, Preferences and Rights of the Series B Preferred Stock.
The Series B Preferred Stock shall rank on a parity with the Series
A Preferred Stock, and the powers, preferences and rights of the
Series B Preferred Stock, and the qualifications, limitations, and
restrictions thereof, shall be identical to those of the Series A
Preferred Stock, except that (a) shares of Series B Preferred Stock
shall not be, pursuant to the terms of Section 4.3(i) or otherwise,
convertible into shares of Common Stock or any other security issued
by the Corporation, (b) the Corporation may redeem shares of Series
B Preferred Stock in accordance with the terms of Section 4.3(e) at
any time without regard to whether the redemption date is before, on
or after the date referred to in Section 4.3(e)(i), (c) shares of
Series B Preferred Stock may be issued by the Corporation in
accordance with the terms of Section 4.8, (d) holders of Series B
Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise,
have the right to nominate any directors of the Corporation and (e)
the words "Series B Preferred Stock" and "Series A Preferred Stock"
shall be substituted for all references in Section 4.3 to Series A
Preferred Stock and Series B Preferred Stock, respectively."

SECOND: Pursuant to a Consent of the Stockholders of the Corporation, such
amendments were duly adopted in accordance with Section 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by a duly authorized officer, this 28th day of May, 1999.

TRITON PCS HOLDINGS, INC.

By: /s/ David D. Clark
-------------------------------------
David D. Clark, Senior Vice President

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EXHIBIT 3.4

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

TRITON PCS HOLDINGS, INC.

AMENDED AND RESTATED
BYLAWS

Adopted as of February 4, 1998

==========================================================
<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE 1. STOCKHOLDERS

1.1 Annual Meeting..............................................1
1.2 Special Meetings............................................1
1.3 Notice of Meetings; Waiver..................................1
1.4 Quorum......................................................2
1.5 Voting......................................................2
1.6 Voting by Ballot............................................2
1.7 Adjournment.................................................2
1.8 Proxies.....................................................2
1.9 Organization; Procedure.....................................3
1.10 Consent of Stockholders in Lieu of Meeting.................3

ARTICLE 2. BOARD OF DIRECTORS

2.1 General Powers..............................................3
2.2 Number and Term of Office...................................3
2.3 Election of Directors.......................................4
2.4 Annual and Regular Meetings.................................4
2.5 Special Meetings; Notice....................................4
2.6 Quorum; Voting..............................................4
2.7 Adjournment.................................................4
2.8 Action Without a Meeting....................................5
2.9 Regulations; Manner of Acting...............................5
2.10 Action by Telephonic Communications........................5
2.11 Resignation................................................5
2.12 Removal of Directors.......................................5
2.13 Vacancies and Newly Created Directorships..................5
2.14 Compensation...............................................6
2.15 Reliance on Accounts and Reports, etc......................6

ARTICLE 3. EXECUTIVE COMMITTEE AND OTHER COMMITTEES

3.1 How Constituted.............................................6
3.2 Powers......................................................6
3.3 Quorum; Voting..............................................7
3.4 Action without a Meeting....................................7
3.5 Regulations; Manner of Acting...............................7
3.6 Action by Telephonic Communications.........................7
3.7 Resignation.................................................7
3.8 Removal.....................................................7
3.9 Vacancies...................................................8

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ARTICLE 4. OFFICERS

4.1 Titles......................................................8
4.2 Election....................................................8
4.3 Salaries....................................................8
4.4 Removal and Resignation; Vacancies..........................8
4.5 Authority and Duties........................................8
4.6 The Chairman of the Board...................................8
4.7 The President...............................................9
4.8 The Vice Presidents.........................................9
4.9 The Secretary...............................................9
4.10 The Treasurer.............................................10
4.11 Additional Officers.......................................11
4.12 Security..................................................11

ARTICLE 5. CAPITAL STOCK

5.1 Certificates of Stock, Uncertificated Shares...............12
5.2 Signatures; Facsimile......................................12
5.3 Lost, Stolen or Destroyed Certificates.....................12
5.4 Transfer of Stock..........................................12
5.5 Record Date................................................12
5.6 Registered Stockholders....................................13
5.7 Transfer Agent and Registrar...............................13

ARTICLE 6. INDEMNIFICATION

6.1 Indemnification............................................14
6.2 Definition.................................................14

ARTICLE 7. OFFICES

7.1 Registered Office..........................................14
7.2 Other Offices..............................................14

ARTICLE 8. GENERAL PROVISIONS

8.1 Dividends..................................................15
8.2 Reserves...................................................15
8.3 Execution of Instruments...................................15
8.4 Corporate Indebtedness.....................................15
8.5 Deposits...................................................15
8.6 Checks.....................................................16
8.7 Sale, Transfer, etc. of Securities.........................16
8.8 Voting as Stockholder......................................16
8.9 Fiscal Year................................................16
8.10 Seal......................................................16

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8.11 Books and Records.........................................16

ARTICLE 9. AMENDMENT OF BYLAWS

9.1 Amendment..................................................16

ARTICLE 10. CONSTRUCTION

10.1 Construction..............................................17

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AMENDED AND RESTATED BYLAWS

TRITON PCS HOLDINGS, INC.

ARTICLE 1.

STOCKHOLDERS

1.1 Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before such meeting shall be held at such place,
either within or without the State of Delaware, at 9:00 A.M. on the second
Wednesday of each April of each year (or, if such day is a legal holiday, then
on the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the Board of Directors and set forth in
the notice or waiver of notice of the meeting.

1.2 Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman of the Board (or, in the event of his absence
or disability, by the President), or by the Board of Directors. A special
meeting shall be called by the Chairman of the Board (or, in the event of his
absence or disability, by the President), or by the Secretary, immediately upon
receipt of a written request therefor by stockholders holding in the aggregate
not less than 10% of the outstanding shares of the Corporation at the time
entitled to vote at any meeting of the stockholders. If such officers or the
Board of Directors shall fail to call such meeting within 20 days after receipt
of such request, any stockholder executing such request may call such meeting.
Any such special meeting of the stockholders shall be held at such place, within
or without the State of Delaware, as shall be specified in the notice or waiver
of notice thereof.

1.3 Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the stockholders, and, in the case of a special meeting, the purpose or
purposes for which such meeting is called, to be given personally or by mail,
not less than ten nor more than 60 days before the date of the meeting, to each
stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the record of stockholders of the Corporation, or, if
he shall have filed with the Secretary a written request that notices to him be
mailed to some other address, then directed to him at such other address. Such
further notice shall be given as may be required by law.

Whenever notice is required to be given to stockholders hereunder, a
written waiver, signed by a stockholder, whether before or after the time stated
therein, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of, any regular or
<PAGE>

special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

1.4 Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.

1.5 Voting. If, pursuant to Section 5.5 of these Bylaws, a record
date has been fixed, every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share outstanding
in his name on the books of the Corporation at the close of business on such
record date. If no record date has been fixed, then every holder of record of
shares entitled to vote at a meeting of stockholders shall be entitled to one
vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. Except
as otherwise required by law or by the Certificate of Incorporation, the vote of
a majority of the shares represented in person or by proxy at any meeting at
which a quorum is present shall be sufficient for the transaction of any
business at such meeting.

1.6 Voting by Ballot. No vote of the stockholders need be taken by
written ballot or conducted by inspectors of election, unless otherwise required
by law. Any vote which need not be taken by ballot may be conducted in any
manner approved by the meeting.

1.7 Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.5 of these Bylaws, a notice of
the adjourned meeting, conforming to the requirements of Section 1.3 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.

1.8 Proxies. Any stockholder entitled to vote at any meeting of the
stockholders or to express consent to or dissent from corporate action without a
meeting may, by a written instrument signed by such stockholder or his
attorney-in-fact, authorize another person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. No

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such proxy shall be voted or acted upon after the expiration of three years from
the date of such proxy, unless such proxy provides for a longer period. Every
proxy shall be revocable at the pleasure of the stockholder executing it, except
in those cases where applicable law provides that a proxy shall be irrevocable.
A stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary.

1.9 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chairman of the Board or, in the event of his
absence or disability, the President or, in the event of his absence or
disability, a presiding officer chosen by a majority of the stockholders present
in person or by proxy. The Secretary, or in the event of his absence or
disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting. The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.

1.10 Consent of Stockholders in Lieu of Meeting. To the fullest
extent permitted by law, whenever the vote of the stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, such action may be taken without a meeting, without prior
notice and without a vote of stockholders, if the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted shall consent in writing to such corporate action
being taken. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not so consented in writing.

ARTICLE 2.

BOARD OF DIRECTORS

1.11 General Powers. Except as may otherwise be provided by law, by
the Certificate of Incorporation or by these Bylaws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation.

1.12 Number and Term of Office. The number of Directors constituting
the entire Board of Directors shall be seven, which number may be modified from
time to time by resolution of the Board of Directors, but in no event shall the
number of Directors be less than one. Each Director (whenever elected) shall
hold office until his successor has been duly elected and qualified, or until
his earlier death, resignation or removal.

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1.13 Election of Directors. Except as otherwise provided in Sections
2.12 and 2.13 of these Bylaws, the Directors shall be elected at each annual
meeting of the stockholders. If the annual meeting for the election of Directors
is not held on the date designated therefor, the Directors shall cause the
meeting to be held as soon thereafter as convenient. At each meeting of the
stockholders for the election of Directors, provided a quorum is present, the
Directors shall be elected by a plurality of the votes validly cast in such
election.

1.14 Annual and Regular Meetings. The annual meeting of the Board of
Directors for the purpose of electing officers and for the transaction of such
other business as may come before the meeting shall be held as soon as possible
following adjournment of the annual meeting of the stockholders at the place of
such annual meeting of the stockholders. Notice of such annual meeting of the
Board of Directors need not be given. The Board of Directors from time to time
may by resolution provide for the holding of regular meetings and fix the place
(which may be within or without the State of Delaware) and the date and hour of
such meetings. Notice of regular meetings need not be given, provided, however,
that if the Board of Directors shall fix or change the time or place of any
regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, facsimile or cable, to each Director who shall not have been present
at the meeting at which such action was taken, addressed to him at his usual
place of business, or shall be delivered to him personally. Notice of such
action need not be given to any Director who attends the first regular meeting
after such action is taken without protesting the lack of notice to him, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether before or after such meeting.

1.15 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or, in the
event of his absence or disability, by the President, at such place (within or
without the State of Delaware), date and hour as may be specified in the
respective notices or waivers of notice of such meetings. Special meetings of
the Board of Directors may be called on 24 hours' notice, if notice is given to
each Director personally or by telephone or facsimile, or on five days' notice,
if notice is mailed to each Director, addressed to him at his usual place of
business. Notice of any special meeting need not be given to any Director who
attends such meeting without protesting the lack of notice to him, prior to or
at the commencement of such meeting, or to any Director who submits a signed
waiver of notice, whether before or after such meeting, and any business may be
transacted thereat.

1.16 Quorum; Voting. At all meetings of the Board of Directors, the
presence of a majority of the total authorized number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.

1.17 Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place.

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No notice need be given of any adjourned meeting unless the time and place of
the adjourned meeting are not announced at the time of adjournment, in which
case notice conforming to the requirements of Section 2.5 shall be given to each
Director.

1.18 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

1.19 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these Bylaws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board, and the individual Directors shall have no
power as such.

1.20 Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.

1.21 Resignation. Any Director may resign at any time by delivering
a written notice of resignation, signed by such Director, to the Chairman of the
Board, the President or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.

1.22 Removal of Directors. Any Director may be removed at any time,
either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such Director, cast at a special meeting of stockholders
called for that purpose. Any vacancy in the Board of Directors caused by any
such removal may be filled at such meeting by the stockholders entitled to vote
for the election of the Director so removed. If such stockholders do not fill
such vacancy at such meeting (or in the written instrument effecting such
removal, if such removal was effected by consent without a meeting), such
vacancy may be filled in the manner provided in Section 2.13 of these Bylaws.

1.23 Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies and newly
created directorships may be filled by a majority of the Directors then in
office, although less than a quorum. A Director elected to fill a vacancy or a
newly created directorship shall hold office until his successor has been
elected and qualified or

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until his earlier death, resignation or removal. Any such vacancy or newly
created directorship may also be filled at any time by vote of the stockholders.

1.24 Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his services as such shall be fixed from
time to time by resolution of the Board of Directors.

1.25 Reliance on Accounts and Reports, etc. A member of the Board of
Directors, or a member of any Committee designated by the Board of Directors,
shall, in the performance of his duties, be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or Committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, including without limitation
independent certified public accountants and appraisers.

ARTICLE 3.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

1.26 How Constituted. The Board of Directors may designate one or
more Committees, including an Executive Committee, each such Committee to
consist of such number of Directors as from time to time may be fixed by the
Board of Directors. The Board of Directors may designate one or more directors
as alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. In addition,
unless the Board of Directors has so designated an alternate member of such
Committee, in the absence or disqualification of a member of such Committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Thereafter, members (and alternate
members, if any) of each such Committee may be designated at the annual meeting
of the Board of Directors. Any such Committee may be abolished or redesignated
from time to time by the Board of Directors. Each member (and each alternate
member) of any such Committee (whether designated at an annual meeting of the
Board of Directors or to fill a vacancy or otherwise) shall hold office until
his successor shall have been designated or until he shall cease to be a
Director, or until his earlier death, resignation or removal.

1.27 Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee, if created by the Board of Directors, and
except as otherwise provided in this section, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
property, affairs and business of the

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Corporation, including the power to declare dividends and to authorize the
issuance of stock. Each such other Committee shall have and may exercise such
powers of the Board of Directors as may be provided by resolution of the Board,
provided, that neither the Executive Committee nor any such other Committee
shall have the power or authority to (i) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the General Corporation
Law to be submitted to stockholders for approval or (ii) adopt, amend or repeal
any of these Bylaws. The Executive Committee shall have, and any such other
Committee may be granted by the Board of Directors, power to authorize the seal
of the Corporation to be affixed to any or all papers which may require it.

1.28 Quorum; Voting. Except as may be otherwise provided in the
resolution creating such Committee, at all meetings of any Committee the
presence of members (or alternate members) constituting a majority of the total
authorized membership of such Committee shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any
meeting at which a quorum is present shall be the act of such Committee.

1.29 Action without a Meeting. Any action required or permitted to
be taken at any meeting of any such Committee may be taken without a meeting, if
all members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee.

1.30 Regulations; Manner of Acting. Each such Committee may fix its
own rules of procedure and may meet at such place (within or without the State
of Delaware), at such time and upon such notice, if any, as it shall determine
from time to time. Each such Committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceeding. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such.

1.31 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

1.32 Resignation. Any member (and any alternate member) of any
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman of the Board or the President. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

1.33 Removal. Any member (any alternate member) of any Committee may
be removed at any time, with or without cause, by resolution adopted by a
majority of the whole Board of Directors.

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1.34 Vacancies. If any vacancy shall occur in any Committee, by
reason of death, resignation, removal or otherwise, the remaining members (and
any alternate members) shall continue to act, and any such vacancy may be filled
by the Board of Directors or the remaining members of the Committee as provided
in Section 3.1 hereof.

ARTICLE 4.

OFFICERS

1.35 Titles. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, the President, one or
more Vice Presidents, a Secretary and a Treasurer. The Board of Directors also
may elect one or more Assistant Secretaries and Assistant Treasurers in such
numbers as the Board of Directors may determine, and shall also elect a Chairman
of the Board. Any number of offices may be held by the same person. No officer
need be a Director of the Corporation.

1.36 Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Each officer shall hold office until his successor has been elected
and qualified, or until his earlier death, resignation or removal.

1.37 Salaries. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors.

1.38 Removal and Resignation; Vacancies. Any officer may be removed
with or without cause at any time by the Board of Directors. Any officer may
resign at any time by delivering a written notice of resignation, signed by such
officer, to the Board of Directors or the Chairman of the Board. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the Board of Directors.

1.39 Authority and Duties. The officers of the Corporation shall
have such authority and shall exercise such powers and perform such duties as
may be specified in these Bylaws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law.

1.40 The Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and directors, shall be the chief
executive officer of the

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Corporation and, together with the President and subject to the directions of
the Board of Directors, shall have general control and supervision of the
business and operations of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall manage
and administer the Corporation's business and affairs and shall also perform all
duties and exercise all powers usually pertaining to the office of a Chairman of
the Board of a corporation. He shall have the authority to sign, in the name and
on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts
and other documents and instruments in connection with the business of the
Corporation and, together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the Corporation is affixed. He shall have the authority to cause the
employment or appointment of such employees and agents of the Corporation as the
conduct of the business of the Corporation may require, to fix their
compensation, and to remove or suspend any employee or agent elected or
appointed by the Chairman of the Board, the President or the Board of Directors.
The Chairman of the Board shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

1.41 The President. The President shall be the chief operating
officer of the Corporation and, together with the Chairman of the Board and
subject to the directions of the Board of Directors, shall have general control
and supervision of the policies and operations of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. In the absence of the Chairman of the Board, the President shall preside
at all meetings of the stockholders and directors. He shall manage and
administer the Corporation's business and affairs and shall also perform all
duties and exercise all powers usually pertaining to the office of a chief
operating officer of a corporation. He shall have the authority to sign, in the
name and on behalf of the Corporation, checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the business of
the Corporation and, together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the Corporation is affixed. He shall have the authority to cause the
employment or appointment of such employees and agents of the Corporation as the
conduct of the business of the Corporation may require, to fix their
compensation, and to remove or suspend any employee or agent elected or
appointed by the Chairman of the Board, the President or the Board of Directors.
The President shall perform such other duties and have such other powers as the
Chairman of the Board or the Board of Directors may from time to time prescribe.

1.42 The Vice Presidents. Each Vice President shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the President. In the absence of the President, the duties of the President
shall be performed and his powers may be exercised by such Vice President as
shall be designated by the President, or failing such designation, such duties
shall be performed and such powers may be exercised by each Vice President in
the order of their election to that office; subject in any case to review and
superseding action by the President.

1.43 The Secretary. The Secretary shall have the following powers
and duties:

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(1) He shall keep or cause to be kept a record of all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books provided for that purpose.

(2) He shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by law.

(3) Whenever any Committee shall be appointed pursuant to a
resolution of the Board of Directors, he shall furnish a copy of such resolution
to the members of such Committee.

(4) He shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed to all
certificates representing shares of the Corporation prior to the issuance
thereof and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed he may attest to same.

(5) He shall properly maintain and file all books, reports,
statements, certificates and all other documents and records required by law,
the Certificate of Incorporation or these Bylaws.

(6) He shall have charge of the stock books and ledgers of the
Corporation and shall cause the stock and transfer books to be kept in such
manner as to show at any time the number of shares of stock of the Corporation
of each class issued and outstanding, the names (alphabetically arranged) and
the addresses of the holders of record of such shares, the number of shares held
by each holder and the date as of which each became such holder of record.

(7) He shall sign (unless the Treasurer, an Assistant Treasurer or
Assistant Secretary shall have signed) certificates representing shares of the
Corporation the issuance of which shall have been authorized by the Board of
Directors.

(8) He shall perform, in general, all duties incident to the office
of secretary and such other duties as may be specified in these Bylaws or as may
be assigned to him from time to time by the Board of Directors or the President.

1.44 The Treasurer. The Treasurer shall have the following powers
and duties:

(1) He shall have charge and supervision over and be responsible for
the moneys, securities, receipts and disbursements of the Corporation, and shall
keep or cause to be kept full and accurate records of all receipts of the
Corporation.

(2) He shall cause the moneys and other valuable effects of the
Corporation to be deposited in the name and to the credit of the Corporation in
such banks or trust companies or

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<PAGE>

with such bankers or other depositaries as shall be selected in accordance with
Section 8.5 of these Bylaws.

(3) He shall cause moneys of the Corporation to be disbursed by
checks or drafts (signed as provided in Section 8.6 of these Bylaws) upon the
authorized depositories of the Corporation and cause to be taken and preserved
proper vouchers for all moneys disbursed.

(4) He shall render to the Board of Directors or the President,
whenever requested, a statement of the financial condition of the Corporation
and of all his transactions as Treasurer, and render a full financial report at
the annual meeting of the stockholders, if called upon to do so.

(5) He shall be empowered from time to time to require from all
officers or agents of the Corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the Corporation.

(6) He may sign (unless an Assistant Treasurer or the Secretary or
an Assistant Secretary shall have signed) certificates representing stock of the
Corporation the issuance of which shall have been authorized by the Board of
Directors.

(7) He shall perform, in general, all duties incident to the office
of treasurer and such other duties as may be specified in these Bylaws or as may
be assigned to him from time to time by the Board of Directors, or the
President.

1.45 Additional Officers. The Board of Directors may appoint such
other officers and agents as it my deem appropriate, and such other officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as may be determined from time to time by the Board of
Directors. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties. Any such
officer or agent may remove any such subordinate officer or agent appointed by
him, with or without cause.

1.46 Security. The Board of Directors may direct that the
Corporation secure the fidelity of any or all of its officers or agents by bond
or otherwise.

ARTICLE 5.

CAPITAL STOCK

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<PAGE>

1.47 Certificates of Stock, Uncertificated Shares. The shares of the
Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman of the Board, President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, representing the number of shares registered in
certificate form. Such certificate shall be in such form as the Board of
Directors may determine, to the extent consistent with applicable law, the
Certificate of Incorporation and these Bylaws.

1.48 Signatures; Facsimile. All of such signatures on the
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

1.49 Lost, Stolen or Destroyed Certificates. The Secretary of the
Corporation may cause a new certificate of stock or uncertificated shares in
place of any certificate therefor issued by the Corporation, alleged to have
been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit
of the owner or owners of such certificate, or his or their legal representative
setting forth such allegation. The Secretary may require the owner or owners of
such lost, stolen or destroyed certificate, or his or their legal
representative, to give the Corporation a bond suf ficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate or uncertificated shares.

1.50 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Section 151, 156, 202(a) or 218(a) of the General Corporation Law.
Subject to the provisions of the Certificate of Incorporation and these Bylaws,
the Board of Directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue, transfer and registration of shares
of the Corporation.

1.51 Record Date. In order to determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express

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<PAGE>

consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than 60 nor less
than ten days before the date of such meeting, nor more than 60 days prior to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stock holders shall apply to any adjournment of
the meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

1.52 Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interest.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so.

1.53 Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and registrars, and may require all
certificates representing shares to bear the signature of any such transfer
agents or registrars.

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<PAGE>

ARTICLE 6.

INDEMNIFICATION

1.54 Indemnification. The Corporation shall, to the fullest extent
permitted by applicable law from time to time in effect, indemnify any and all
persons who may serve or who have served at any time as Directors or officers of
the Corporation, or who at the request of the Corporation may serve or at any
time have served as Directors or officers of another corporation (including
subsidiaries of the Corporation) or of any partnership, joint venture, trust or
other enterprise, from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said law. Such indemnification shall
continue as to a person who has ceased to be a Director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The Corporation may also indemnify any and all other persons whom it
shall have power to indemnify under any applicable law from time to time in
effect to the extent authorized by the Board of Directors and permitted by such
law. The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which any person may be entitled under any provision of
the Certificate of Incorporation, other Bylaw, agreement, vote of stockholders
or disinterested Directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

1.55 Definition. For purposes of this Article, the term
"Corporation" shall include constituent corporations referred to in Subsection
(h) of Section 145 of the General Corporation Law (or any similar provision of
applicable law at the time in effect).

ARTICLE 7.

OFFICES

1.56 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at [Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801, and the Corporation's
registered agent shall be The Corporation Trust Company.]

1.57 Other Offices. The Corporation may maintain offices or places
of business at such other locations within or without the State of Delaware as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

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<PAGE>

ARTICLE 8.

GENERAL PROVISIONS

1.58 Dividends. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation.

1.59 Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.

1.60 Execution of Instruments. The Chairman of the Board, the
President, any Vice President, the Secretary or the Treasurer may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors, the Chairman of the Board, or the President
may authorize any other officer or agent to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation. Any
such authorization may be general or limited to specific contracts or
instruments.

1.61 Corporate Indebtedness. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors. Such authorization may be general
or confined to specific instances. Loans so authorized may be effected at any
time for the Corporation from any bank, trust company or other institution, or
from any firm, corporation or individual. All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors shall
authorize. When so authorized by the Board of Directors, any part of or all the
properties, including contract rights, assets, business or good will of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of any interest thereon, by instruments
executed and delivered in the name of the Corporation.

1.62 Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the President, or by such officers or
agents as may be authorized by the Board of Directors, the Chairman of the Board
or the President to make such determination.

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<PAGE>

1.63 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors, the Chairman
of the Board, or the President from time to time may determine.

1.64 Sale, Transfer, etc. of Securities. To the extent authorized by
the Board of Directors, the Chairman of the Board, or by the President, any Vice
President, the Secretary or the Treasurer, or any other officers designated by
the Board of Directors, the Chairman of the Board, or the President may sell,
transfer, endorse, and assign any shares of stock, bonds or other securities
owned by or held in the name of the Corporation, and may make, execute and
deliver in the name of the Corporation, under its corporate seal, any
instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

1.65 Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Directors, the Chairman of the Board, the President
or any Vice President shall have full power and authority on behalf of the
Corporation to attend any meeting of stockholders of any corporation in which
the Corporation may hold stock, and to act, vote (or execute proxies to vote)
and exercise in person or by proxy all other rights, powers and privileges
incident to the ownership of such stock. Such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting. The Board of Directors may by resolution from time to time confer
such power and authority upon any other person or persons.

1.66 Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January of each year (except for the Corporation's first
fiscal year which shall commence on the date of incorporation) and shall end in
each case on December 31.

1.67 Seal. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

1.68 Books and Records. Except to the extent otherwise required by
law, the books and records of the Corporation shall be kept at such place or
places within or without the State of Delaware as may be determined from time to
time by the Board of Directors.

ARTICLE 9.

AMENDMENT OF BYLAWS

1.69 Amendment. These Bylaws may be amended, altered or repealed:

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<PAGE>

(1) by resolution adopted by a majority of the Board of Directors at
any special or regular meeting of the Board if, in the case of such special
meeting only, notice of such amendment, alteration or repeal is contained in the
notice or waiver of notice of such meeting; or

(2) at any regular or special meeting of the stockholders if, in the
case of such special meeting only, notice of such amendment, alteration or
repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE 10.

CONSTRUCTION

1.70 Construction. In the event of any conflict between the
provisions of these Bylaws as in effect from time to time and the provisions of
the Certificate of Incorporation as in effect from time to time, the provisions
of the Certificate of Incorporation shall be controlling.

-17-

<PAGE>

EXHIBIT 10.26

FIRST ADDENDUM
TO
ACQUISITION AGREEMENT

THIS FIRST ADDENDUM TO ACQUISITION AGREEMENT (this"Addendum"), effective as of
May 24, 1999 (the "Addendum Date"), is entered into by and between TRITON PCS
EQUIPMENT COMPANY L.L.C., a Delaware limited liability company with its
principal place of business in Malvern, Pennsylvania ("PURCHASER"), and
ERICSSON INC., a Delaware corporation with its principal place of business in
Richardson, Texas ("SELLER").

WHEREAS, PURCHASER and SELLER entered into the Acquisition Agreement, effective
as of March 11, 1998 (the "Acquisition Agreement"), pursuant to which PURCHASER
has purchased from SELLER, and SELLER has provided to PURCHASER, the equipment,
software and related services for the initial configuration of PURCHASER's Phase
1 operations.

WHEREAS, PURCHASER now desires to purchase from SELLER, and SELLER is willing to
provide to PURCHASER, the equipment, software and related services for the
initial configuration of PURCHASER's Phase 2 and Phase 3 operations, subject to
and in accordance with the same terms and conditions as those of the Acquisition
Agreement, except as may be supplemented or amended by this Addendum.

NOW, THEREFORE, in consideration of the mutual convenants contained herein and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, PURCHASER and SELLER hereby agree as follows:

1. Definitions. Except as provided in this Addendum, the defined terms used
-----------
in this Addendum will have the same meanings ascribed to them in the
Acquisition Agreement.

2. Term of Addendum. This agreement shall commence on the Addendum Date and
----------------
continue for a period of five (5) years (hereinafter, the "Term") unless
terminated on an earlier date as provided herein, except as to those
provisions which by their express terms survive such termination.
Notwithstanding the foregoing, PURCHASER is not obligated to purchase any
Equipment, Software or Services from SELLER other than the Initial
Configuration (as defined in this Addendum).

3. Purchase. PURCHASER hereby agrees to purchase from SELLER, and SELLER
--------
hereby agrees to provide to PURCHASER, (i) such equipment, software and
related services for the initial configuration of PURCHASER's Phase 2 and
Phase 3 operations as set forth on Schedule A hereto (such equipment,
----------
software and related services hereinafter collectively referred to as the
"Initial Configuration"), and (ii) such additional equipment, software and
related services for the expansion of PURCHASER's Phase 1, Phase 2 and
Phase 3 operations as may be requested by PURCHASER, all subject to and in
accordance with the same terms and conditions as those of the Acquisition
Agreement, except as may be supplemented or amended by this Addendum.

4. Purchase Price. The net purchase price to be paid by PURCHASER to SELLER
--------------
for the Initial Configuration will be ****** as set forth on Schedule A
----------
hereto.

******Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>

5. Additional Incentives. In addition to the Initial Configuration, PURCHASE
---------------------
will receive from SELLER, at no additional charge, the following items:

(a) ****** on training based on the unit price per student set forth in
Attachment A to the Acquisition Agreement; and

(b) ****** on Ericsson handsets of such models and based on such unit
price as set forth on Schedule B hereto; provided, however, that
----------
PURCHASER hereby agrees to purchase, for delivery by December 31,
2000, such an additional quantity of Ericsson handsets from SELLER of
such models and based on such unit price as set forth on Schedule C
----------
hereto.

6. Payment Terms.
-------------

6.1 Payment Terms for Initial Configuration. With respect to the Initial
---------------------------------------
Configuration Equipment and Software, the payment terms for the net
purchase price, together with the applicable taxes and delivery
charges, will be as follows:

(a) ****** of the net purchase price of the delivered Initial
Configuration Equipment and Software upon delivery of such
Initial Configuration Equipment and Software.

(b) ****** of the net purchase price of delivered Initial
Configuration Equipment and Software upon Acceptance of such
Initial Configuration Equipment and Software.

(c) The remaining balance, including the charges for Installation, of
the net purchase price of the delivered Initial Configuration
Equipment and Software upon placement In Stable Revenue Service
of the market in which such Initial Configuration Equipment and
Software are to be used. As used in this Section 6(c) of this
Addendum, "In Stable Revenue Service," with respect to any
Initial Configuration Equipment of Software (as the case may be),
means the commercial use of such Equipment or Software, or a
portion thereof, exclusive of operation for purposes of
conducting Acceptance Tests, for a period of 30 days following
the commencement of such commercial use thereof, during which
time such Equipment or Software operates materially in accordance
with the Specifications; provided that in Stable Revenue Service
of such Equipment or Software shall be deemed to have occurred
upon the expiration of such 30-day period (or any subsequent 30-
day period commencing upon SELLER's written notification that the
non-conformance of such Equipment or Software noted previously by
PURCHASER has been corrected) unless PURCHASER provides SELLER
with a written notification specifying the non-conformance of
such Equipment or Software within such 30-day period (or any
applicable subsequent 30-day period).

6.2 Payment Terms for RBS Hardware and Software Expansions and New MSC
------------------------------------------------------------------
Equipment. With respect to (i) any RBS Equipment ordered by PURCHASER
---------
for any new Cell Site that is not part of the Initial Configuration,
and (ii) new MSC Equipment, the payment terms for such Equipment will
be as follows:

(a) ****** of the purchase price (and the applicable installation
charges, taxes and delivery charges) upon delivery of such RBS
Equipment.

(b) The remaining balance of the purchase price (and the applicable
installation charges, taxes and delivery charges) upon Acceptance
of such Equipment.

6.3 Payment Terms for Other Items. Except as provided above in this
-----------------------------
Section 6, the payment terms set forth in the Acquisition Agreement
shall apply to the purchases made by PURCHASER pursuant to this
Addendum.

7. Deferred Payment. With respect to the Initial Configuration, SELLER will
----------------
provide PURCHASER with a one-time Deferred Payment Plan pursuant to which
any amount due, but not paid, will thereafter bear an interest equal to 7%
per annum, until paid; provided that (i) in no event will the total of such
unpaid amount exceed $25,000,000; (ii) when and to the extent that the
total of such unpaid amount exceeds $25,000,000, it will thereafter bear an
interest equal to 1.5% per month, until paid; (iii) PURCHASER will pay to
SELLER any and all such unpaid amount, together with the accrued interest,
within nine months following the due date of such amount; and (iv) any
unpaid amount (including the accrued interest thereof) will bear an
interest equal to 1.5% per month after nine months from the due date of
such amount, until paid. Notwithstanding the foregoing, to the extent the
net purchase price of any of the Initial Configuration is not paid by
PURCHASER to SELLER within thirty days following receipt of the final
invoice thereof (which may be issued by SELLER upon the Initial
Configuration being In Revenue service), such net purchase price, together
with the interest then accrued thereon, will thereafter bear an interest
equal to 1.5% per month, until paid.

8. Regional Office. SELLER will utilize its MSC and RBS installation and test
---------------
personnel from its Charlotte, N.C. office, supplemented with its support
personnel from DT, Network Engineering, and Systems Integration, to provide
PURCHASER with the technical, consulting and maintenance support and
services, including without limitation, on-site support for critical
acceptance testing, for PURCHASER's Phase 2 and Phase 3 buildout. SELLER
will deploy (i) such SELLER resources dedicated to PURCHASER as set forth
on Schedule D hereto, and (ii) such SELLER resources as set forth on
----------
Schedule E hereto that may be shared with other SELLER customers, to
----------
perform the services purchased by PURCHASER as part of the Initial
Configuration in accordance with the schedule set forth on Schedule G.
SELLER will establish a Regional Technical Assistance Center with engineers
dedicated to the maintenance and support of PURCHASER's network at the
location described on Schedule F hereto.
----------

9. Acceptance Testing and Acceptance.
---------------------------------

9.1 Attached as Attachment J to the Acquisition Agreement are descriptions
of acceptance testing ("Acceptance Tests") to be conducted, and
deliverables related thereto (e.g. test results, inventory reports,
Acceptance Certificates), regarding Installation of the Initial
Configuration Equipment and Software (and, as applicable, regarding
Installation of Equipment and Software added to the Initial
Configuaration) to demonstrate that the Equipment and Software
installed by SELLER will operate materially in accordance with the
Specifications. Such Acceptance Tests shall include separate
procedures for testing (i) Cell Site Configuration Installation and
integration, (ii) MSC Configuration Installation and integration, and
(iii) System radio frequency coverage and handoff parameters.

9.2 (a) SELLER shall notify PURCHASER as soon as it knows, but at least ten
(10) days before, the date on which Acceptance Tests shall be conducted,
provided that the Acceptance Tests shall be conducted on dates and times
reasonably acceptable to PURCHASER. At the first practicable date
thereafter, SELLER and PURCHASER shall each sign off on any pretest forms
provided as part of the particular Acceptance Test being conducted. If
PURCHASER or its nominee does not attend the Acceptance Tests, SELLER shall
proceed with the tests and immediately forward the test results to
PURCHASER.

(b) If the Equipment, Software or the System, as a whole, comprising the
Initial Configuration does not fulfill the requirements of the Acceptance
Tests, SELLER shall, at its expense, correct the defects as soon as
practicable, but in no event later than thirty days following SELLER's
receipt of a written notice from PURCHASER specifying the defects. The
Acceptance Tests (or so much of them as necessary) shall be recommenced
immediately after such correction in accordance with this Section 9.

(c) Upon the successful completion of any Acceptance Tests conducted by
SELLER, SELLER shall submit to PURCHASER an Acceptance Certificate
certifying (i) successful completion of the Acceptance Tests, (ii) the
Equipment and Software, to that stage completed, have been installed in
accordance with the requirements of this Addendum, subject to resolution of
punch list items, and the RF services described in document W980025 dated
January 30, 1998 in Attachment A to the Acquisition Agreement, and (iii)
that the applicable Triton Market is ready to be placed In Revenue Service.
PURCHASE shall acknowledge same by signing the Acceptance Certificate prior
to the System (or System segment) being placed In Revenue Service. At such
time, punch list items will be identified and the Equipment, Software or
Installation covered by such certificate shall be deemed "Accepted" (i.e.,
"Acceptance" shall have occurred). Items may be added to the punch list by
PURCHASER up to fifteen (15) days after Acceptance. Defects in components
arising after Acceptance that are covered by paragraph 13.1(c) of the
Acquisition Agreement shall not be considered punch list items. Upon
resolution of punch list items by SELLER, SELLER shall submit to PURCHASER,
and PURCHASER shall sign, a certificate verifying that no further punch
list items remain unresolved. PURCHASER may conduct a trial test of the
system prior to the Acceptance Tests, provided that no revenue is collected
during the test period. In the event of any dispute as to the results of
any Acceptance Tests, such dispute shall be resolved by a Third Party
Engineer selected pursuant to paragraph 23.1 of the Acquisition Agreement.

(d) Only service affecting deficiencies identified in Attachment J to the
Acquisition Agreement, in conjunction with this Section 9, shall be grounds
for delay of Acceptance of the System.

(e) PURCHASER's use of any part of the Initial Configuration Equipment In
Revenue Service prior to the Acceptance Date determined in accordance with
subsection (c) of this Section 9, shall constitute Acceptance of such part
of the Equipment, and the date PURCHASER first uses any item of Equipment
In Revenue Service shall be the Acceptance Date for such item of Equipment.
Equipment ordered for expansions to the Initial Configuration shall, for
purposes

<PAGE>

of this Addendum or Article 13 of the Acquisition Agreement, be deemed
to be Accepted by PURCHASER at time of delivery.

9.3 Any required Acceptance Test for Professional Services or any other
services purchased from SELLER shall be determined by mutual agreement
of the parties hereto.

10. Liquidation Damages.
-------------------

(a) If, and to the extent, due solely to the fault or negligence of
SELLER, Installation and Acceptance of any Initial Configuration does
not occur upon the schedule set forth on Schedule G (as such period
----------
may be extended pursuant to Section 10.2(a) and Article 16 of the
Acquisition Agreement), PURCHASER shall be entitled to, and SELLER
shall pay to PURCHASER, damages in accordance with this Section 10.

(b) The parties agree that damages for delay are difficult to calculate
accurately and, therefore, agree to fix as liquidated damages, and not
as a penalty, an amount determined according to the table below.

------------------------------------
Weeks Late Liquidated Damages
Percentage
------------------------------------
1 ******
------------------------------------
2 and beyond ****** per week
------------------------------------

The amount of liquidated damages due and payable under this Section 10
shall be calculated by multiplying the applicable liquidated damages
percentage, for each week of delay or fraction of a week, determined
in accordance with the table above, by the aggregate of the total net
purchase price, on a Network Element by Network Element basis and
calculated in accordance with Schedule A hereto, of the Equipment and
----------
Software, which comprise or are to comprise an Initial Configuration
and which has not completed Acceptance Testing upon the date scheduled
as set forth on Schedule F as a result of such delay. Except as
----------
otherwise set forth in Section 24.1 of the Acquisition Agreement,
liquidated damages under this Section 10 shall be PURCHASER's
exclusive remedy for any delay by SELLER in delivering and installing
the Initial Configuration. Liquidated Damages shall accrue under this
Section 10 until such time as the delay period has ended, and the
Liquidated Damages that may accrue under this Section 10 shall be
limited in amount to ****** of cost of the aggregate Network Element
associated with, and resulting in, such delay. The parties agree that
SELLER will pay all liquidated damages owed pursuant to this Section
10 in cash.

11. Remedy for Breach of Warranty. The provisions of Article 13 of the
-----------------------------
Acquisition Agreement shall apply to the purchase made by PURCHASER under
this Addendum, except that in the event of a breach of any of the
warranties set forth in paragraphs 13.1(a) and 13.2 of the Acquisition
Agreement, the following remedies will be available to PURCHASER:

(a) In the event that (i) the Equipment or Software provided by SELLER to
PURCHASER under this Addendum fails to materially conform with and
perform the functions set forth in the Specifications or has any
defect in material or

workmanship which impair service to subscribers, System performance,
billing, administration or maintenance, and (ii) prior to the expiration
of the applicable warranty period, PURCHASER provides SELLER with a
written notification of such nonconformity or defect in material or
workmanship, SELLER shall, at its election and expense, repair or
replace any such defective Equipment or Software (as the case may be) as
soon as practicable, but in no event later than thirty (30) days
following SELLER's receipt of such written notification from PURCHASER.
In the event that SELLER fails to cure such nonconformity or defect
within such 30-day period, then PURCHASE shall have the following sole
and exclusive remedy:

(1) return the defective Equipment or Software (as the case may be) to
SELLER for a full refund of the purchase price already paid by
PURCHASER to SELLER for the defective Equipment or Software (as the
case may be), in which event, upon receipt of the defective
Equipment or Software (as the case may be), SELLER shall, as its
sole and exclusive liability for its failure to cure the defective
Equipment or Software (as the case may be) within the 30-day period,
provide such full refund to PURCHASER; or

(2) receive from SELLER the liquidated damages, and not as a penalty, an
amount calculated as follows:

(i) With respect to any Equipment or Software (other than a MSC
switch) that has a non-conformity or defect which SELLER fails
to cure within the 30-day cure period, the liquidated damages,
for each week beyond the 30-day cure period until such non-
conformity or defect is cured, will be equal to ********** of
the net purchase price of such Equipment or Software; provided
that the total amount of such liquidated damages shall not
exceed the net purchase price of such Equipment or Software.

(ii) With respect to any MSC switch that has a non-conformity or
defect which SELLER fails to cure within the 30-day cure
period, the liquidated damages, for each week beyond the 30-day
cure period until such non-conformity or defect is cured, will
be equal to ********** of the net purchase price of such MSC
switch; provided that the total amount of such liquidated
damages shall not exceed ********** of the net purchase price
of such MSC switch.

The parties agree that SELLER will pay all liquidated damages owed
pursuant to this Section 11(a)(2) in cash.

Unless PURCHASER returns to SELLER the subject defective Equipment or
Software within thirty days following the expiration of the 30-day cure
period, PURCHASER shall be deemed to have exercised its sole and
exclusive remedy set forth in Section 11(a)(2) above.

12. Pricing for Additional RBS Equipment. During the Term of this Addendum,
------------------------------------
PURCHASER may purchase from SELLER such additional Equipment and Software
other than the Initial Configuration as PURCHASER may require from time to
time, and,

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

unless otherwise mutually agreed in writing by the parties, the purchase
price for the RBS hardware and software will be the lower of (i) the then
current ATP price, or (ii) the applicable 1997 ATP price less the applicable
discount(s) as follows:

(a) For (1) new markets, and (2) additional Cell Sites that expand the
geographic coverage of the then existing market:

Year Discount MDF Comments
---- -------- --- --------

1999 *** ** Applies to order received in 1999 with
delivery no later than the end of 4th
quarter of 2001

2000 *** ** Applies to order received in 2000 with
delivery no later than the end of 4th
quarter of 2001

2001 *** **
& later

(b) For any expansion to the Initial Configuration:

Year Discount MDF Comments
---- -------- --- --------

1999 *** ** Applies to order received in 1999 with
delivery no later than the end of 4th
quarter of 2000

2000 *** **
& later

For avoidance of doubt, "expansion" means the equipment added to the
then existing market in already installed Cell Sites or any other
modification to the footprint caused by traffic increase and not by
coverage needs.

13. Delay Caused by PURCHASER. Any delay caused by PURCHASER shall entitle
-------------------------
SELLER to:

(a) A day-to-day delay in performance of SELLER's obligations, or a longer
adjustment if SELLER has reassigned Installation personnel or suspended
deliveries of Equipment as a result of PURCHASER's delay; and

(b) *********** of the price of Equipment delivered to the central storage
site but which is unable to be installed due to such delay; and

(c) If and to the extent that such delay lasts longer than thirty (30) days,
reimbursement of (i) any reasonable out-of-pocket expenses incurred by
SELLER (e.g., subcontractor labor charges, extra storage or delivery
charges, etc.), (ii) salaries of SELLER's Installation personnel, and
(iii) if applicable, capital costs on delayed Equipment resulting solely
from PURCHASER's delay or the resumption of work following such delay;
provided, however, that SELLER shall

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

use reasonable efforts to minimize such expenses by working
around delays caused by PURCHASER.

14. Assignment. The parties may assign or transfer this Addendum to their
----------
respective Affiliates, including without limitation, AT&T. PURCHASER
may assign or transfer this Addendum to any person or entity that
acquires, through merger, purchase or otherwise, all or substantially
all of the assets of PURCHASER; provided that PURCHASER provides SELLER
with an advance written notice prior to any such assignment or transfer.
Neither party may otherwise assign this Addendum, or any part of its
rights or obligations hereunder, without the other party's Consent.

15. Notices. Any Notice required under the Acquisition Agreement or this
-------
Addendum shall be given to the appropriate party at the following
addresses:

If to PURCHASER:

Triton PCS Equipment Company L.L.C.
375 Technology Drive
Malvern, Pennsylvania 19355
Attention: Chief Operating Officer

and to those persons listed on Attachment F of the Acquisition
Agreement, if any.

If to SELLER:

ERICSSON INC.
740 E. Campbell Road
Richardson, Texas 75081
Attention: General Counsel

16. Entire Agreement. This Addendum, together with each schedule referred
----------------
and attached hereto, constitutes the entire agreement between the
parties with respect to the subject matter hereof. In the event of any
conflict or inconsistency between the provisions of this Addendum and
the provisions of the Acquisition of this Agreement, such conflict or
inconsistency shall be resolved by giving precedence to the provisions
of this Addendum.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the Addendum
Date.

TRITON PCS
ERICSSON INC. EQUIPMENT COMPANY L.L.C.

By: /s/ B. Rosenberg By: /s/ Clyde Smith

Printed Name: Brian Rosenberg Printed Name: Clyde Smith

Title: Director of Business Operations Title: Executive Vice President
and CTO
<PAGE>

Schedule A has been omitted from this filing and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to this schedule.

SCHEDULE B

ERICSSON HANDSETS
-----------------

Model: LX 788

Unit Price: $201.99

SCHEDULE C

PURCHASE OF ADDITIONAL ERICSSON HANDSETS
----------------------------------------

40,000 Ericsson handsets of such models as may be selected by PURCHASER, at the
then current prices of such models.

SCHEDULE D

DEDICATED RESOURCES
-------------------

See Attached

Schedule D Dedicated Resources

. One (1) dedicated Project Manager for each of Triton's two Regions. Each
Project Manager will be on-site during critical implementation activities and
will serve as the primary points of contact throughout the implementation of
the projects. Each Project Manager will be responsible to manage the Project
Team.

. One (1) dedicated Technical Solutions Manager to consult on the design of the
network and to provide technical assistance and coordinate technical support
throughout the implementation. The Technical Solutions Manager will be
Triton's advocate with Ericsson Product Management.

. One (1) on-site Implementation Supervisor for each of Triton's two Regions to
serve as the Project Manager for the day-to-day RBS Installation and
Integration activities.

. One (1) Implementation Supervisor to serve as the Project Manager for the day-
to-day MSC Installation and Installation Testing activities. This same
individual will be responsible for installation, hardware testing, and feature
testing of both of the Phase 2 MSCs. This Supervisor will use Ericsson
certified Installation Engineers and contractors to ensure that the MSCs are
installed to Ericsson standards. This Supervisor will be dedicated to Triton
for the duration of the MSC installation and testing activities and will be
released by Triton at the conclusion of NACN and AWS compliance testing.

. One (1) Senior MSC Tester per new MSC to perform the testing of all MSC
hardware and software features.

. One (1) MSC tester per new MSC will assist with the MSC hardware and software
feature testing and will remain to perform all RBS site integrations.

. One (1) dedicated Regional Technical Assistance Center staffed with a Manager
and 3 engineers to focus on post-implementation support of Ericsson products
in Triton's network.

SCHEDULE E

SHARED RESOURCES
----------------

See Attached

Schedule E Shared Resources

. For periods of time where Triton requires Ericsson to integrate more than 5
sites per day from 1 MSC in order to meet launch dates, Ericsson will provide
an additional headcount to assist with Site Integrations from the MSC.

. One (1) Quality Auditor from Ericsson to audit the MSC installation work to
certify compliance with the applicable Ericsson procedures.

. One (1) on-site Tiger Team to ensure timely completion of your NACN and AWS
Compliance Certification Testing. This team will consist of one Engineer from
Ericsson's Systems Integration Group in Montreal, one Data Transcript Engineer
from Richardson, and one network Engineer from Richardson. This Tiger Team
will arrive on-site one week prior to the start of certification testing to
perform a dry run of critical activities. This Team will stay until the NACN
and AWS Compliance Testing is complete.

. One (1) engineer from the Jambala Team to support Triton in creating
additional MML Bridges and logical groups on the Jambala HLR.

. Once the reporting functionality for authentication and fraud events on
Jambala are Generally Available, Ericsson will provide an implementation team
to implement and test the functionality in Triton's network.

SCHEDULE F

REGIONAL TECHNICAL ASSISTANCE CENTER LOCATION
---------------------------------------------

The location of the Regional Technical Assistance Center will be negotiated in
good faith and mutually agreed in writing between the parties.

SCHEDULE G

PROJECT SCHEDULE
----------------

See Attached
<PAGE>

Sites and Launch
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
MSC Market P2 Sites BTA Launch Current MSC Dependencies
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Norfolk Norfolk Norfolk None
Roanoke Rapids 1 1-Aug None
- ------------------------------------------------------------------------------------------------------------------------------------
Total 1
- ------------------------------------------------------------------------------------------------------------------------------------

Greenville Greenville 15 1-Aug Greenville None
Anderson 12 30-Sep Greenville Expansion of Greenville MSC
Charleston 20 30-Sep Greenville Expansion of Greenville MSC
Columbia 25 15-Oct Greenville Rehome of Hickory to Tri-Cities MSC
Augusta 8 15-Oct Greenville Rehome of Hickory to Tri-Cities MSC
Orangeburg 13 1-Aug None
Athens 14 1-Dec Rehome of Florence to Myrtle Beach MSC
- ------------------------------------------------------------------------------------------------------------------------------------
Total 107
- ------------------------------------------------------------------------------------------------------------------------------------

Richmond Charlottesville 2 1-Aug Richmond None
Richmond 23 1-Aug Richmond None
Fredericksburg 8 1-Nov Richmond Rehome of Fayetteville & Wilmington to Fayetteville MSC
Harrisonburg 10 15-Oct Rehome of Fayetteville & Wilmington to Fayetteville MSC
Lynchburg 28 15-Oct Rehome of Roanoke to Tri Cities MSC
Staunton 20 1-Aug None
Winchester 17 1-Nov Rehome of Fayetteville & Wilmington to Fayetteville MSC
- ------------------------------------------------------------------------------------------------------------------------------------
Total 108
- ------------------------------------------------------------------------------------------------------------------------------------

Tri-Cities Hickory 15-Oct Greenville Triton compliance w/ deliverables per attached MSC schedule
TriCities 79 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Danville 11 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Ashville 50 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Martinsville 12 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Roanoke 15-Oct Richmond Triton compliance w/ deliverables per attached MSC schedule
- ------------------------------------------------------------------------------------------------------------------------------------
Total 152
- ------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Fayetteville 45 15-Oct Richmond Triton compliance w/ deliverables per attached MSC schedule
Wilmington 15-Oct Richmond Triton compliance w/ deliverables per attached MSC schedule
Goldsboro 19 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Greenville-Washington 15 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Jacksonville 9 1-Nov Triton compliance w/ deliverables per attached MSC schedule
New Bern 15 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Rocky Mount 14 1-Nov Triton compliance w/ deliverables per attached MSC schedule
- ------------------------------------------------------------------------------------------------------------------------------------
Total 117
- ------------------------------------------------------------------------------------------------------------------------------------

Myrtle Beach Savannah 74 1-Dec Triton compliance w/ deliverables per attached MSC schedule
Florence 4 1-Nov Greenville Triton compliance w/ deliverables per attached MSC schedule
Myrtle Beach 1-Nov Triton compliance w/ deliverables per attached MSC schedule
Sumter 18 1-Nov Triton compliance w/ deliverables per attached MSC schedule
- ------------------------------------------------------------------------------------------------------------------------------------
Total 96
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

New MSC Schedule
- --------------------------------------------------------------------------------
Task Duration Start Date Finish Date Responsible
- --------------------------------------------------------------------------------
Provide Building Floor Plan 0d 6/10/99 6/10/99 Triton
MSC Engineering 21d 6/16/99 7/16/99 Ericsson
DT Exchange Req'ts Finalized 0d 7/5/99 7/5/99 Triton
DT Traffic Data 26d 7/14/99 8/18/99 Ericsson
MSC Location Ready 0d 7/12/99 7/12/99 Triton
Commercial Power Ready 0d 7/21/99 7/21/99 Triton
TX Facilities Ready 0d 7/21/99 7/21/99 Triton
MSC Installation 25d 7/21/99 8/24/99 Ericsson
MSC Testing 25d 8/20/99 9/24/99 Ericsson
NACN and AWS Testing 5d 9/24/99 9/30/99 Triton/Ericsson
Cell-Site Integration 30d 10/1/99 11/1/99 Triton/Ericsson
Launch Date for Markets 10d 10/15/99 11/1/99 Triton
- --------------------------------------------------------------------------------

Assumes Standard Configuration MSC2000 with Standard Floorplan.
Any additional TRX capacity requirements will be scheduled as expansions to the
MSCs.

Delays in Triton deliverables will cause a minimum of a day for day slip in
Ericsson dates.

<PAGE>

Exhibit 21.1

Subsidiaries of Triton PCS Holdings, Inc.

Triton PCS, Inc.
Triton PCS Holdings Company L.L.C.
Triton PCS Investment Company L.L.C.
Triton Management Company, Inc.
Triton PCS Property Company L.L.C.
Triton PCS Equipment Company L.L.C.
Triton PCS Operating Company L.L.C.
Triton PCS License Company L.L.C.

<PAGE>

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors
Triton PCS Holding, Inc.

The audits referred to in our report dated March 8, 1999, included the related
financial statement schedule as of December 31, 1998 and for the period from
March 6, 1997 (inception) to December 31, 1997 and the year ended December 31,
1998, included in registration statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP
------------
KPMG LLP

Philadelphia, Pennsylvania
August 12, 1999

<PAGE>

Exhibit 23.3

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the use of our report
dated March 20, 1998 on the financial statements of Vanguard Cellular Systems of
South Carolina, Inc. (and to all references to our Firm) included in or made a
part of this Registration Statement.

/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP

Greensboro, North Carolina
August 12, 1999

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 JUN-30-1999
<CASH> 146,172 9,250
<SECURITIES> 23,612 37,058
<RECEIVABLES> 4,173 25,417
<ALLOWANCES> 1,071 468
<INVENTORY> 1,433 7,564
<CURRENT-ASSETS> 179,639 85,924
<PP&E> 200,032 304,081
<DEPRECIATION> 1,079 10,375
<TOTAL-ASSETS> 686,859 701,135
<CURRENT-LIABILITIES> 33,447 45,278
<BONDS> 463,648 481,650
80,090 89,627
24 24
<COMMON> 3 3
<OTHER-SE> 95,862 70,885
<TOTAL-LIABILITY-AND-EQUITY> 686,859 701,135
<SALES> 16,578 38,242
<TOTAL-REVENUES> 16,578 38,242
<CGS> 5,997 27,625
<TOTAL-COSTS> 35,978 85,832
<OTHER-EXPENSES> 0 (178)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 19,756 16,373
<INCOME-PRETAX> (39,156) (63,785)
<INCOME-TAX> (7,536) 0
<INCOME-CONTINUING> (31,620) (63,785)
<DISCONTINUED> 0 0
<EXTRAORDINARY> (31,620) 0
<CHANGES> 0 0
<NET-INCOME> (31,620) (63,785)
<EPS-BASIC> (182.77) (252.51)
<EPS-DILUTED> (182.77) (252.51)

</TABLE>