TRITON PCS HOLDINGS INC, S-1/A, 1999-10-20

TRITON PCS HOLDINGS INC
S-1/A, 1999-10-20
RADIOTELEPHONE COMMUNICATIONS

Previous: ALLIED RISER COMMUNICATIONS CORP, S-1/A, 1999-10-20

Next: CHARLOTTE RUSSE HOLDING INC, S-8, 1999-10-20

<PAGE>

As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-85149
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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)

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

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

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

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. [_]

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

CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<CAPTION>
Title of Each Class of Amount Propsed Maximum Proposed Amount of
Securities To Be to be Offering Price Maximum Aggregate Registration
Registered Registered Per Share Offering Price(1)(2) Fee(3)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $0.01 per
share................ 10,781,250 $17.00 $10,781,250 $2,997
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
</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.

(3) We previously paid $47,955 in registration fees. Including the fees paid
with this filing, our proposed maximum aggregate offering price will be
$183,281,250.

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

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.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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 7,500,000 shares of Class A common stock. The second prospectus
relates to a concurrent offering outside the United States and Canada of an
aggregate of 1,875,000 shares of Class A 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 OCTOBER 20, 1999

9,375,000 Shares
[LOGO OG TRITON PCS, INC. APPEARS HERE]
Triton PCS Holdings, Inc.
CLASS A COMMON STOCK

-----------

TRITON PCS HOLDINGS, INC. IS OFFERING 9,375,000 SHARES OF ITS CLASS A 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 $15 AND $17 PER SHARE.

-----------

WE HAVE APPLIED FOR QUOTATION OF THE CLASS A COMMON STOCK ON THE NASDAQ
NATIONAL MARKET UNDER THE SYMBOL "TPCS."

-----------

INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.

-----------

PRICE $ A SHARE

-----------

<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 1,406,250 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 SECURITIES, INC.

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.

Triton PCS logo also displayed.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 1
Risk Factors............................................................... 6
Use of Proceeds............................................................ 16
Dividend Policy............................................................ 16
Our Capital Structure...................................................... 17
Capitalization............................................................. 18
Dilution................................................................... 19
Selected Historical Consolidated Financial
Data...................................................................... 20
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................................................ 22
Business................................................................... 32
The Wireless Communications Industry....................................... 46
Management................................................................. 53
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Principal Stockholders.................................................... 63
Certain Relationships and Related Transactions............................ 65
Description of Certain Indebtedness....................................... 74
Description of Capital Stock.............................................. 79
Certain United States Federal Tax Considerations to Non-U.S. Holders...... 84
Shares Eligible for Future Sale........................................... 88
Underwriters.............................................................. 90
Legal Matters............................................................. 94
Experts................................................................... 94
Change in Accountants..................................................... 94
Available Information..................................................... 94
Index to Financial Statements............................................. F-1
</TABLE>

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

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.

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 Class
A common stock and seeking offers to buy shares of Class A 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 Class A common stock.

Until , 1999, 25 days after the commencement of this offering, all
dealers that buy, sell or trade in our Class A 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 Class A 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. In February 1998, we entered into a
joint venture with AT&T, our largest equity sponsor. AT&T contributed personal
communications services licenses to us in exchange for an equity position in
Triton. Since that time, we have expanded our coverage area through
acquisitions and additional license exchanges with AT&T. 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 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 personal communications services licenses cover approximately 13 million
potential customers. Our network build-out for these licenses 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. Since we began offering 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
approximately 0.7 million minutes per month to approximately 11.4 million
minutes per month. We expect to complete Phases II and III of our network
build-out by the end of the first quarter of 2000 and by year-end 2001,
respectively. 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 that are higher than
the national average and population densities that are 87% greater than the
national average. These markets include both major population centers and
resort destinations. Our strategy is to become the leading provider of wireless
communications services in the markets we serve. We intend to achieve this
objective by providing our customers with simple, easy-to-use wireless services
with coast-to-coast coverage, superior call quality, personalized customer care
and competitive pricing.

Prior to making an investment decision, potential investors in our Class A
common stock should carefully consider the fact that we have never been
profitable and there is no guarantee that we will ever be profitable.

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, as well as entering into agreements with four independent wireless
operators, including Triton, to construct and operate personal

1
<PAGE>

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 our regional SunCom brand name and
logo and AT&T's brand name and logo. 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 carrier 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.

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:

. Advanced Technology. We are building our network using time division
multiple access digital technology, which enables us to offer enhanced
features such as longer battery life, higher network quality, improved
in-building penetration and greater network capacity relative to analog
cellular service.

. 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 that
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.

2
<PAGE>

THE OFFERING

<TABLE>
<S> <C> <C>
Class A common stock offered in:
United States offering..................................... 7,500,000 shares
International offering..................................... 1,875,000 shares
----------
Total.................................................... 9,375,000 shares
==========

Class A common stock to be outstanding after the offering.... 51,575,442 shares
Class B common stock to be outstanding after the offering.... 8,210,827 shares
----------
Total.................................................... 59,786,269 shares
==========

Over-allotment option........................................ 1,406,250 shares
</TABLE>

- --------

Unless we specifically state otherwise, information in this prospectus about
the number of shares of our outstanding Class A common stock upon closing of
this offering:

. reflects the conversion of Series C preferred stock into common stock
prior to the closing of this offering;

. reflects a 23-for-1 stock split of our outstanding common stock to occur
prior to the closing of this offering;

. does not reflect the sale of up to 1,406,250 shares of Class A common
stock which the underwriters have the option to purchase from us to cover
over-allotments;

. does not include 8,210,827 outstanding shares of our Class B non-voting
common stock, which are convertible into Class A common stock in
specified circumstances;

. does not include shares of our common stock issuable upon conversion of
our outstanding Series A preferred stock, which is convertible at the
holder's option into shares of our common stock beginning in 2006; and

. does not include 12,504,720 shares of our common stock issuable upon
conversion of our outstanding Series D preferred stock, which is
convertible at the holder's option into shares of our common stock at any
time.

See "Our Capital Structure" and "Description of Capital Stock" for a more
complete description of our common and preferred stock and the terms under
which our various series of preferred stock are convertible into common stock.
Including shares of common stock issuable upon conversion of our outstanding
Series D preferred stock, we will have 72,290,989 common share equivalents
outstanding after the offering.

3
<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 10,644
Depreciation and
amortization............ 5 6,663 1,114 15,969
Amortization of deferred
compensation............ -- 1,120 306 936
------- ---------- ---------- ----------
Total operating
expenses.............. 2,741 37,098 6,573 86,759
------- ---------- ---------- ----------
Loss from operations....... (2,741) (20,520) (6,573) (48,517)
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) (40,276) (13,706) (64,712)
Income tax benefit......... -- 7,536 6,803 --
------- ---------- ---------- ----------
Net loss................... $(3,961) $ (32,740) $ (6,903) $ (64,712)
Accretion on preferred
stock..................... -- (6,853) (2,977) (4,149)
------- ---------- ---------- ----------
Net loss available to
common stockholders....... $(3,961) $ (39,593) $ (9,880) $ (68,861)
======= ========== ========== ==========
Unaudited pro forma basic
and diluted net loss per
common share.............. $ (1.04) $ (.33) $ (1.37)
========== ========== ==========
Unaudited pro forma
weighted average common
shares outstanding........ 38,044,392 30,279,454 50,237,152
========== ========== ==========
</TABLE>

4
<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 $147,250
Working capital......................................... 40,646 178,646
Property, plant and equipment, net...................... 293,706 293,706
Total assets............................................ 701,135 839,135
Long-term debt and capital lease obligations............ 483,574 483,574
Redeemable preferred stock.............................. 89,627 89,627
Shareholders' equity.................................... 70,912 208,912
</TABLE>

(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, cash flows from operating activities or
net income (or loss), as determined in accordance with generally accepted
accounting principles. EBITDA is not a measure determined in accordance
with generally accepted accounting principles and should not be considered
a source of liquidity. 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.

5
<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 Class A 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. 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.

If we are not able to complete our personal communications services network,
we may not be successful.

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 for the location of our base station equipment;

. expand our existing customer service, network management and billing
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."

If AT&T is not successful as a provider of wireless communications, we may not
be successful.

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.

6
<PAGE>

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

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."

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

Our agreements with AT&T contain stringent development requirements which, if
not met, will result in the loss of some of our rights under those 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. See "Certain Relationships and
Related Transactions--The AT&T Agreements."

AT&T may compete with us, which could cause it to obtain subscribers who
otherwise might use our AT&T-licensed services.

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.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

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.

7
<PAGE>

Our future growth may require additional significant capital, and we may not
be able to obtain additional capital.

We currently estimate that capital requirements for the period from
inception through year-end 2001 will total approximately $1.3 billion. We
currently plan to fund these requirements with the net proceeds of this
offering, together with:

. borrowings under our credit facility;

. net proceeds from our senior subordinated discount notes offering;

. proceeds from the sale of our towers; and

. proceeds from the irrevocable equity commitments we have received from
some of our stockholders.

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 if
we depart from our current business plan or due to unforeseen delays,
regulatory changes, cost overruns or other unanticipated expenses. This may
require us to delay or abandon our expansion or spending plans, which could
have a material adverse effect on our business. In addition, we may elect to
pursue possible acquisitions of additional personal communications services or
cellular licenses which could require additional capital investments in our
network. If any of these events were to happen, we could be required to borrow
more money or issue additional debt or equity securities. Due to our highly
leveraged capital structure, additional financing may not be available to us,
or, if it is available, it may not be available to us on a timely basis, on
terms acceptable to us or within the limitations contained in our credit
facility, the indenture governing our senior subordinated discount notes or
any new financing arrangements.

Our substantial amount of debt makes us especially susceptible to competition
and market fluctuations.

The degree to which we are leveraged increases 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.

Competitors who entered the wireless communications market before us may be
better positioned than we are to attract customers.

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. We
may not be able to compete successfully with competitors who have a
significant time-to-market advantage. See "Business--Competition."

We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our
competitors have substantially greater financial, technological, marketing and
sales and distribution resources than we do. Some of our competitors have more
extensive

8
<PAGE>

coverage within our licensed areas than we provide and also have broader
regional coverage. Airtime and monthly access rates may continue to decline
due to competition, and we may have to significantly discount our prices over
a long period of time to attract customers, which would put downward pressure
on our prices and make it more difficult for us to achieve positive cash flow.
See "Business--Competition" and "The Wireless Communications Industry."

Some competitors may have different or better technology than we do and may
attract more customers.

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. We may compete in the future
with companies who offer new technologies. These technologies may have
advantages over our technology and may attract our customers. See "Business--
Competition" and "The Wireless Communications Industry."

Competitors who offer more services than we do may attract customers.

Some of our competitors market other services, such as traditional
telephone services, cable television access and access to the Internet,
together with their wireless communications services, which makes their
services more attractive to customers.

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 "Business--Competition."

We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.

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

The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.

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. We may lose
customers if we fail to keep up with these changes.

We depend on consultants and contractors to build out our network, and if any
of them fails to perform its obligation to us, we may not complete the
construction of our network on a timely basis.

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

9
<PAGE>

communications services network systems. The failure by any of these
consultants or contractors to fulfill its contractual obligations could
materially delay the construction of our personal communications services
network, which could slow our growth and our ability to compete in the
wireless communications industry and could materially adversely affect our
financial condition and results of operations.

Difficulties in obtaining infrastructure equipment may affect our ability to
construct our network, meet our development requirements and compete in the
wireless communications industry.

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. 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. If Ericsson or any other vendor fails to
deliver equipment to us 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. Any of these outcomes could lessen our revenue. See "Business--
Network Build-Out," "The Wireless Communications Industry--Regulation" and
"Certain Relationships and Related Transactions--The AT&T Agreements."

Many personal communications services providers have experienced a high rate
of customer turnover which, if it affects us, may reduce our revenues.

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 reduce our revenues and have a material adverse effect on our
competitive position and results of operations.

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. Our personal communications services
licenses were initially granted to AT&T on June 23, 1995 and expire in 2005,
and our cellular license for Myrtle Beach expires in 2000. As the licensee for
the personal communications services 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. Our cellular license is not subject to these coverage requirements.
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."

10
<PAGE>

If we cannot retain senior management, we may not be able to effectively run
our business.

We depend on Michael Kalogris, our chief executive officer, and Steven
Skinner, our president and chief operating officer, for management services.
Messrs. Kalogris and Skinner have extensive experience in the wireless
communications industry, and their loss could have a material adverse effect
on our operations. 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.

The technologies that we use may become obsolete, which would limit our
ability to compete effectively.

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."

If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.

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 would decrease
demand for our services. 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."

11
<PAGE>

Our use of the SunCom brand name for marketing may link our reputation with
those of the other SunCom companies and may expose us to litigation.

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.

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. If we are not successful in reaching an amicable
resolution with the State of Florida regarding the SunCom trademark, we may
need to litigate to determine the scope of the rights of the State of Florida
with respect to the SunCom trademark. The outcome of any litigation is
uncertain, and we may not have a continuing right to use the SunCom brand name
in the areas in which the State of Florida has done business under the SunCom
trademark.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations, and our subsidiaries are subject to various agreements and
laws that restrict their ability to distribute funds to us.

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."

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

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 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 owns a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different than yours, the result could be that we will
take actions that are not in your interest.

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, in the aggregate, control approximately 69.2%
of our total voting power after the offering, and Michael Kalogris and Steven
Skinner will control approximately 9.7% of our total voting power, in the
aggregate, after the offering. Those stockholders, other than J. P. Morgan
Investment Corporation, have agreed that after the offering they will vote
their shares together to elect two of our directors. As a result of their
share ownership, these institutional investors and our management will, if
their interests are aligned or if they decide to vote their shares together,
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 Class A
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

12
<PAGE>

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 Class A 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 that may not be resolved in our
favor.

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 and our
subsidiaries are subject to various agreements and laws that restrict their
ability to distribute funds to us."

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. We have not completed our assessment of the year 2000 issue, or the
remediation and validation of non-compliant systems, such as those associated
with our Myrtle Beach operations, and do not expect to complete such
remediation and validation until November 30, 1999, only one month before the
start of the year 2000.

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, 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 Class A 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 Class A 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;

13
<PAGE>

. 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 Class A 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 Class A common
stock.

Additional shares of our Class A common stock will be eligible for public sale
in the future and could cause our stock price to drop, even if our business is
doing well.

After this offering, we will have 51,575,442 shares of Class A common stock
outstanding, or 52,981,692 shares if the underwriters' over-allotment option
is exercised in full. The shares sold in the offering, except for any shares
purchased by our affiliates, as that term is defined in Rule 144 under the
Securities Act, may be resold in the public market immediately. The remaining
shares of our outstanding Class A common stock, representing approximately
81.8%, or 79.1% if the underwriters' over-allotment option is exercised in
full, will be restricted securities and will become available for resale on
February 4, 2001 due to restrictions on transfer under the stockholders'
agreement, although these restrictions may be waived or modified by the
parties to that agreement. These shares may be sold at an earlier date by any
holder that is a small business investment corporation if that holder is
required to sell its shares as a result of a regulatory problem, although
those holders have all agreed with the underwriters not to sell their shares
for at least 180 days after the closing of this offering.

We also intend to register under the Securities Act of 1933 up to 3,754,495
shares of our Class A common stock reserved for issuance under our stock and
incentive plan and our employee stock purchase plan.

In addition, 8,210,827 shares of our Class B non-voting common stock, which
are convertible into our Class A common stock on a one-for-one basis in
specified circumstances, and 543,683 shares of our Series D preferred stock,
which are convertible into shares of common stock on a 23-for-1 basis at any
time at the holder's option, will become available for resale in the public
market on February 4, 2001, due to restrictions on transfer under the
stockholders' agreement, although these restrictions on transfer may be waived
or modified by the parties to that agreement.

As restrictions on resale end, the market price could drop significantly if
the holders of these restricted shares sell them or are perceived by the
market as intending to sell them. See "Shares Eligible for Future Sale."

Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.

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. These provisions could:

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

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

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

. impede the ability of the holders of our Class A common stock to change
our management.

14
<PAGE>

In addition, our stockholders' agreement, credit facility and the indenture
for our outstanding public debt contain limitations on our ability to enter
into change of control transactions. See "Certain Relationships and Related
Transactions--The AT&T Agreements," "Description of Certain Indebtedness" and
"Description of Capital Stock--Anti-Takeover Provisions."

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.

You will experience immediate and substantial dilution.

The initial public offering price is expected to be substantially higher
than the net tangible book deficit of each outstanding share of common stock.
Therefore, purchasers of common stock in this offering will suffer immediate
and substantial dilution. The dilution will be $17.85 per share at an assumed
initial public offering price of $16 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. The Series A
preferred stock has a liquidation value of $100 per share with dividends
accruing at a rate of $10 per share, compounding quarterly from March 31,
1998. On or after February 4, 2006, AT&T may convert each share of Series A
preferred stock into a number of shares of common stock equal to:

. $100 plus unpaid dividends on the share of Series A preferred stock

divided by

. the market price of one share of Class A common stock on the date of
conversion

and adjusted for the 23-for-1 stock split to be effected immediately prior to
the completion of this offering and any subsequent stock split, stock dividend
or similar event.

As a result, AT&T will be entitled to a larger number of shares of Class A
common stock if the market value of the Class A common stock declines. Any
conversion by AT&T will dilute the ownership interest of our existing shares
of Class A common stock, which could cause the price of shares of our Class A
common stock to decline.

This prospectus contains forward-looking statements that may prove to be
incorrect.

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 in this
"Risk Factors" section, 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 Class A 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 Class
A common stock.

15
<PAGE>

USE OF PROCEEDS

The net proceeds we receive from the sale of 9,375,000 shares of our Class
A common stock in this offering are estimated to be $138.0 million, or $159.0
million if the underwriters exercise their over-allotment option in full, at
an assumed initial public offering price of $16 per share and after deducting
underwriting discounts and commissions and estimated offering expenses of $1.5
million 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. We anticipate spending approximately $157.0 million in the fourth
quarter of 1999 and approximately $250.0 million in the year 2000 on capital
expenditures to continue our network build-out, although actual amounts
expended may vary significantly depending upon the progress of the build-out
and other factors. These capital expenditures will be funded through a
combination of the proceeds of this offering, cash on hand, borrowings under
our credit facility, committed equity investments and other sources. A portion
of the net proceeds may also be used to acquire or invest in complementary
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."

16
<PAGE>

OUR CAPITAL STRUCTURE

As of June 30, 1999, before taking into account the stock split referred to
below, we had 786,253 shares of Series A preferred stock, 1,915,187 shares of
Series C preferred stock and 543,683 shares of Series D preferred stock
outstanding, each with a liquidation value of $100 per share, as well as
273,208 shares of common stock. In connection with this offering, we will
adjust our capital structure by:

. converting all shares of our Series C preferred stock into our common
stock;

. splitting each share of our common stock into 23 shares; and

. issuing 9,375,000 new shares of Class A common stock in the offering.

All holders of our Series C preferred stock, other than J.P. Morgan
Investment Corporation, will convert their shares of Series C preferred stock
into our Class A common stock. J.P. Morgan Investment Corporation will convert
its shares of Series C preferred stock into 2,578,772 shares of Class A common
stock and 8,210,827 shares of Class B non-voting common stock. The Class B
non-voting common stock held by J.P. Morgan Investment Corporation is
identical in all respects to our Class A common stock except that it is non-
voting and is convertible into Class A common stock:

. when it is transferred to anyone other than J.P. Morgan Investment
Corporation or any of its affiliates; or

. upon receipt by Triton of a written opinion of counsel to the effect
that the holder of the stock should not be considered an "affiliate" of
Triton, as defined by Rule 405 under the Securities Act, after giving
effect to the conversion.

The 786,253 shares of our Series A preferred stock and the 543,683 shares
of our Series D preferred stock will remain outstanding. The Series D
preferred stock is convertible at any time, at the holder's option, into
shares of our common stock on a 23-for-1 basis, and the Series A preferred
stock will be convertible, at the holder's option, into shares of our Class A
common stock beginning in 2006.

After this offering, we will have 72,290,989 common share equivalents
outstanding (assuming the underwriters' over-allotment option is not
exercised) consisting of:

. 51,575,442 shares of Class A common stock;

. 8,210,827 shares of Class B non-voting common stock; and

. 543,683 shares of Series D preferred stock which are convertible into
12,504,720 shares of common stock.

17
<PAGE>

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 into
shares of Class A common stock and Class B non-voting common stock; and

. on a pro forma basis as adjusted to reflect the sale of the Class A
common stock offered by this prospectus at an assumed initial public
offering price of $16 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
Class A common stock, $.01 par value;
10,000,000 shares authorized, 6,283,779
shares issued and outstanding, 520,000,000
shares authorized, 42,122,253 shares
issued and outstanding on a pro forma
basis and 51,497,253 as adjusted.......... 63 421 515
Class B non-voting common stock $.01 par
value; 60,000,000 shares authorized,
8,210,827 shares issued and outstanding on
a pro forma as adjusted basis ............ -- 82 82
Additional paid-in capital................. 244,835 244,414 382,320
Subscription receivable.................... (60,000) (60,000) (60,000)
Accumulated deficit........................ (101,443) (101,443) (101,443)
Accumulated other comprehensive income..... 735 735 735
Deferred compensation...................... (13,302) (13,302) (13,302)
-------- -------- --------
Total Shareholders' Equity............... 70,912 70,912 208,912
-------- -------- --------
Total Capitalization..................... $644,113 $644,113 782,113
======== ======== ========
</TABLE>

18
<PAGE>

DILUTION

Our pro forma net tangible book deficit as of June 30, 1999 was
approximately $248.7 million, or $4.94 per share of common stock. Pro forma
net tangible book deficit 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 deficit after June 30, 1999, other than to
give effect to our sale of the 9,375,000 shares of Class A common stock
offered hereby at an assumed initial public offering price of $16 per share
and our receipt of the estimated net proceeds therefrom, our as adjusted pro
forma net tangible book deficit as of June 30, 1999 would have been
approximately $110.7 million, or $1.85 per share of common stock. This
represents an immediate decrease in net tangible book deficit of $3.09 per
share to existing stockholders and an immediate dilution of $17.85 per share
to new investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $16.00
Pro forma net tangible book deficit per share before this
offering................................................... $(4.94)
Decrease per share attributable to new investors............ 3.09
------
As adjusted pro forma net tangible book deficit per share
after this offering.......................................... (1.85)
------
Dilution per share to new investors......................... $17.85
======
</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......... 50,333,080 84.3% $193,209,000 56.3% $3.84
New investors................. 9,375,000 15.7% $150,000,000 43.7% 16.00
---------- ----- ------------ -----
Total......................... 59,708,080 100.0% $343,209,000 100.0%
========== ===== ============ =====
</TABLE>

19
<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 10,644
Depreciation and
amortization............ 5 6,663 1,114 15,969
Amortization of deferred
compensation............ -- 1,120 306 936
------- ---------- ---------- ----------
Total operating
expenses.............. 2,741 37,098 6,573 86,759
------- ---------- ---------- ----------
Loss from operations....... (2,741) (20,520) (6,573) (48,517)
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) (40,276) (13,706) (64,712)
Income tax benefit......... -- 7,536 6,803 --
------- ---------- ---------- ----------
Net loss................... $(3,961) $ (32,740) $ (6,903) $ (64,712)
Accretion on preferred
stock..................... -- (6,853) (2,977) (4,149)
------- ---------- ---------- ----------
Net loss available to
common stockholders....... $(3,961) $ (39,593) $ (9,880) $ (68,861)
======= ========== ========== ==========
Unaudited pro forma basic
and diluted net loss per
common share.............. $ (1.04) $ (.33) $ (1.37)
========== ========== ==========
Unaudited pro forma
weighted average common
shares
outstanding............... 38,044,392 30,279,454 50,237,152
========== ========== ==========
</TABLE>

20
<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) $(13,857) $ (5,459) $ (32,548)
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, cash flows from operating activities or
net income (or loss), as determined in accordance with generally accepted
accounting principles. EBITDA is not a measure determined in accordance
with generally accepted accounting principles and should not be considered
a source of liquidity. 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.

21
<PAGE>

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

Introduction

The following discussion and analysis is 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.

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. In connection
with this acquisition, we began commercial operations and earning recurring
revenue in July 1998. We integrated the Myrtle Beach system into our personal
communications services network as part of our Phase I network deployment.
Substantially all 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.

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. We completed the
first phase of our build-out in the first half of 1999.

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.

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.

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

22
<PAGE>

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 that 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 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.

Operating Expenses

Our operating expenses include:

. Operations. Our operations expense includes engineering operations and
support, field technicians, network implementation support, product
development and engineering management. These expenses reflect employee
expenses and also include charges directly associated with the
maintenance of network facilities and equipment.

23
<PAGE>

. Selling and Marketing. Our selling and marketing expense includes the
cost of 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.

. Amortization of Deferred Compensation. We have recorded $21.3 million of
deferred compensation charges associated with the issuances of common and
preferred stock to employees. The compensation is recognized over five
years as the stock vests.

. 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.

Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling general and administrative expense, costs
per gross added subscriber and costs of building out our network. 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. These costs were primarily related to launching
our first 15 markets as part of completing our Phase I network build-out. We
did not incur any cost of services and equipment for the six months ended June
30, 1998.

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. These costs were due to higher salary and
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. We did not incur any cost for the six months
ended June 30, 1998.

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

24
<PAGE>

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.

Amortization of deferred compensation expense for the six months ended June
30, 1999 was approximately $0.9 million, an increase of $0.6 million over the
same period in 1998. This increase is attributable to an increase in the
vesting of restricted shares as compared to the same period in 1998.

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. We capitalize the interest expense on
debt incurred to build out our network until the applicable asset is placed in
service.

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 $64.7 million, as
compared to $6.9 million for the same period in 1998. The net loss increased
$57.8 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.

Amortization of deferred compensation expense was $1.1 million for the year
ended December 31, 1998, relating to the vesting of shares issued as
compensation. We had no amortization of deferred compensation for the period
from March 6, 1997 to December 31, 1997.

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.

25
<PAGE>

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.

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 $32.7 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31,
1997. The net loss increased $28.7 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 senior subordinated discount notes.

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 have incurred significant amounts of debt to implement
our business plan, and therefore we are 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.

We have funded, and expect to continue to fund, our capital requirements
with:

. the proceeds from equity investments by our shareholders and from
additional irrevocable equity commitments by our shareholders;

. borrowings under our credit facility;

. the proceeds from an offering of senior subordinated discount notes in
1998;

. the proceeds from the sale of our towers; and

. the proceeds of this offering.

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 through the end of 2001. 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

26
<PAGE>

Factors--Our future growth may require additional significant capital, and we
may not be able to obtain additional capital." Our ability to secure 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 secure funding for our
projected capital requirements.

Equity Contributions. 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 366,131 shares of our Series D preferred stock. The Series
A preferred stock provides for cumulative dividends at an annual 10% rate on
the $100 liquidation value per share plus unpaid dividends. These dividends
accrue and are payable quarterly; however, we may defer all cash payments due
to the holders until June 30, 2008 and quarterly dividends 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. For a discussion
of our preferred stock in tabular form, see the chart labelled "Principal
Terms of Preferred Stock" under "Description of Capital Stock--Preferred
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. We expect that the remaining equity
commitments will be funded by November 30, 1999. 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.

Credit Facility. On February 3, 1998, we entered into a loan agreement that
provided for a senior secured bank facility with a group of lenders for an
aggregate amount of $425.0 million of borrowings. On September 22, 1999, we
entered into an amendment to that loan agreement under which the amount of
credit available to us was increased to $600.0 million. The bank facility
provides for:

. a $175.0 million senior secured Tranche A term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;

. a $175.0 million senior secured Tranche C term loan maturing on August
4, 2006; and

. a $100.0 million senior secured revolving credit facility maturing on
August 4, 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 $600.0
million to finance working capital requirements, capital expenditures,
permitted acquisitions and other corporate

27
<PAGE>

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 4, 2002, and the commitments to make loans under the revolving
credit facility are automatically and permanently reduced beginning on August
4, 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."

After giving effect to the amendment, we had an additional $450.0 million
available under our credit facility as of June 30, 1999.

Senior Discount Notes. 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.

Tower Sale. 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, and we completed the sale
on September 22, 1999. The net proceeds from the sale were $71.1 million at
the closing, and we expect to receive an additional $1.5 million upon our
construction and sale to American Tower of four additional tower facilities.
At the closing of the transaction, the parties entered 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.

Historical Cash Flow. 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 senior subordinated
discount notes 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.

Total capital expenditures for 1998 were approximately $87.7 million. We
estimate that capital expenditures will total approximately $300.0 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.

28
<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. Our program is
divided into five major phases which we implemented concurrently.

Awareness Phase. In the awareness phase we established the guidelines for
the year 2000 project and communicated this information to the appropriate
parties. We have completed this phase.

Assessment Phase. In the assessment phase of the program we defined the
scope and level of effort for our project by conducting an inventory of
potentially date and time sensitive applications. Upon completion of the
inventory we must have determined the compliance status and the actions that
will be required to bring non-conforming items into a conforming status.
Through this assessment and surveying process, we are identifying 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. We expect to complete the assessment phase fully by November 1, 1999 and
have completed the assessment for all our mission critical systems and
components. However, we cannot assure you that the information provided to us
by our vendors, suppliers and third-party providers, upon whom we rely for our
services, is accurate. As such, we cannot guarantee that inaccurate
information provided to us could not have a material adverse effect upon our
business.

The project team has substantially completed the inventory phase and has
made significant progress on completing the assessment phase. We procured the
majority of our software, hardware and firmware deployed as part of our start-
up operation at the latest revision levels and we believe to be year 2000
capable, but our process requires a reverification of the year 2000 readiness
capabilities of our vendors, suppliers and third party providers.

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 the instances we have identified to date, the suppliers of
those products or applications have asserted that their products will be
compliant in the third quarter of 1999.

Remediation Phase. The remediation phase of our program encompasses the
upgrade, modification or replacement of the non-conforming systems and
components. The remediation phase has begun, and we will continue to conduct
our remediation program in parallel with our assessment phase to assure all
remediation is completed in a timely fashion. All systems that we have found
to be non-compliant have either been remediated or are in the process of
remediation. Although the Myrtle Beach operational systems are not currently
year 2000 compliant, we expect to complete this remediation effort by the end
of November 1999. Our failure to upgrade the Myrtle Beach operational systems
to year 2000 compliance could have a material adverse effect on our business.

Validation Phase. Validation is the process used to ensure that the systems
and components will properly function prior to, during and after the year
2000. The focus of our validation efforts is on testing and analysis of

29
<PAGE>

vendor supplied testing. We expect to complete all mission critical testing
and the validation phase by November 30, 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.

Implementation Phase. The implementation phase of the project involves the
development and implementation of contingency plans. 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 plans is to
minimize the impact of any year 2000 interruptions as well as to mitigate any
resulting damages. We expect to have all contingency plans for mission
critical functions in place by November 15, 1999 and plans for the remaining
functions shortly thereafter. We expect to complete the implementation phase,
as a whole, by November 30, 1999. 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, excluding internal costs, 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.

Inflation

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

Qualitative and Quantitative Disclosures About Market Risks

We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on our senior debt portfolio. We do not hold or issue financial
instruments for trading or speculative purposes. As of June 30, 1999, we
entered into two interest rate swap transactions having an aggregate non-
amortizing notional amount of $75 million. Both instruments terminate on
December 4, 2003. As of December 31, 1998 and June 30, 1999, we were in a net
gain position. Net gain or loss positions are settled quarterly. We pay a
fixed rate (4.76% and 4.805%) and receive a floating rate, equivalent to the
three month London interbank offered rate, on respective $40 million and $35
million notional amounts. A 100 basis point fluctuation in market rates would
not have a material effect on our overall financial condition. We are required
to fix or limit the interest cost with respect to at least 50% of the total
amount of our outstanding indebtedness, as dictated by our credit agreement.
Swap counterparties are major commercial banks.

Our investment portfolio consists of short-term assets having maturities of
less than one year and is managed by institutions which carry the highest
credit rating from S&P or from Moody's. While these investments are subject to
a degree of interest rate risk, it is not considered to be material relative
to our overall investment income position.

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.

30
<PAGE>

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.

31
<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.

32
<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>

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 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

33
<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 that is higher than the national average and population densities
that 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.

. Advanced 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,

34
<PAGE>

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 10% of our Class A 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 from inception through year-end 2001 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 $600.0 million of borrowings under our senior
credit facilities, approximately $291.0 million of net proceeds from a
senior subordinated notes offering completed in 1998, approximately
$72.6 million of proceeds from the sale of communications towers and
approximately $138.0 million of net 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 to ensure continuous monitoring and maintenance of our network,
and 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 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

35
<PAGE>

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.

. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers. Our
systems have been designed with open interfaces to other systems. This
design allows us to select and deploy the best software package for each
application in our administrative systems. 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.

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.
Substantially all 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, with an estimated value
of $5.1 million, for Savannah and Athens, Georgia personal communications
services licenses that cover approximately 517,000 potential customers, with
an estimated value of $15.5 million. 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, with estimated values of $5.8 million and $4.6 million, respectively,
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.

36
<PAGE>

Summary Market Data

The following table presents statistical information concerning the markets
covered by our licenses.

<TABLE>
<CAPTION>
1997 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............... 187.8 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...................... 1,771.9 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.... 13,186.1(5) 0.91(6) 144(7) 30,240(8)
U.S. average............ n.a. 0.83 77(9) 31,521
</TABLE>

37
<PAGE>

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

(1) Licensed major trading 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, which supports the marketing of our
services to AT&T's large national accounts located in certain of our

38
<PAGE>

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."

. 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.

39
<PAGE>

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. Our sizable licensed area allows us to offer
large regional calling areas at rates as low as $.07 per minute throughout the
Southeast.

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.

40
<PAGE>

. 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.

. 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.

41
<PAGE>

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 record 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.

42
<PAGE>

These systems have been designed with open interfaces. This design allows
us to select and deploy the best software package for each application
included in our administrative system. 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.
Management believes that time division multiple access digital technology
provides significant operating and customer benefits relative to analog
systems. In addition, management believes that time division multiple access
digital technology provides customer benefits, including available features
and roaming capabilities, and call quality that is similar to or superior to
that of other wireless technologies. Time division multiple access technology
allows three times the capacity of analog systems. Some manufacturers,
however, believe that code division multiple access technology will eventually
provide system capacity that is greater than that of time division multiple
access technology and global systems for mobile communications.

Time division multiple access digital technology is the digital technology
choice of two of the largest wireless communications companies in the United
States, AT&T and SBC Communications. This technology served an estimated 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--The technologies that we use may
become obsolete, which would limit our ability to compete effectively."

Competition

We compete directly with 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

43
<PAGE>

upgrade their networks to provide services comparable to those we offer. The
technologies primarily employed by our digital 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. 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, in addition to dispatch service, 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
cellular and 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. On September 16,
1999, the FCC modified its resale rules. The FCC has limited the rules by no
longer subjecting customer equipment, such as handsets, to the rule when the
equipment is sold as part of a bundled package and by exempting some
categories of providers, which do not include us, from the requirement. 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--The technologies that we use may become
obsolete, which would limit our ability to compete effectively."

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

44
<PAGE>

logo and certain other service marks of AT&T royalty-free in connection with
marketing, offering and providing wireless mobility telecommunications
services using time division multiple access digital technology and
frequencies licensed by the FCC 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.

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, those licensed
services under the licensed marks in our licensed area except:

. to any person who resells, or acts as our agent for, licensed services
provided by us, or

. any person who provides or resells wireless communications services to
or from specific locations such as buildings or office complexes, even
if the applicable subscriber equipment being used is capable of routine
movement within a limited area and even if such subscriber equipment may
be capable of obtaining other telecommunications services beyond that
limited area and handing-off between the service to the specific
location and those other telecommunications services.

In all other instances, AT&T reserves for itself and its affiliates the right
to use the licensed marks in providing its services 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. 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. We lease these facilities.

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.

45
<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, 1998:

<TABLE>
<CAPTION>
Wireless Industry Statistics(1) 1992 1993 1994 1995 1996 1997 1998
- ------------------------------- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Total service revenues
(in billions).......... $ 7.8 $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5 $ 33.1
Subscribers at year-end
(in millions).......... 11.0 16.0 24.1 33.8 44.0 55.3 69.2
Subscriber growth....... 45.9% 45.1% 50.8% 40.0% 30.4% 25.6% 25.1%
Average monthly service
revenue per
subscriber(2).......... $70.13 $67.13 $59.08 $54.91 $50.61 $46.11 $44.35
Average monthly
subscriber revenue per
subscriber(3).......... $61.40 $58.74 $51.48 $47.59 $44.66 $41.12 $39.66
Penetration at year-
end.................... 4.4% 6.2% 9.4% 13.0% 16.3% 20.7% 25.7%
</TABLE>
- --------
Sources: 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

46
<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

47
<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, except
in rural areas. In rural areas, up to 55 MHz of spectrum may be held. Passive
investors may hold up to a 40% interest. 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). In a September 15, 1999 FCC order revising the spectrum cap
rules, the FCC noted that new broadband wireless services, such as third
generation wireless, may be included in the cap when those services are
authorized.

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

48
<PAGE>

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

. 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

49
<PAGE>

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.

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.

On September 15, 1999, the FCC adopted an order modifying the deadlines for
identifying caller locations. Wireless carriers may now implement the
identification requirement through either network-based or handset-based
technologies. Carriers that use handset-based technologies must:

. begin selling compliant handsets by March 1, 2001;

. ensure that 50% of all newly activated handsets are compliant by October
1, 2001 and that at least 95% of all newly activated digital handsets are
compliant by October 1, 2002; and

. comply with additional requirements relating to passing location
information upon the request of 911 operators.
Carriers that use network-based technologies must provide location information
for 50% of callers within six months and 100% of callers within 18 months of a
request from a 911 operator. The FCC will require network-based solutions to
be accurate for 67% of calls to within 100 meters and for 95% of calls to
within 300 meters and handset-based solutions to be accurate for 67% of calls
to within 50 meters and for 95% of calls to within 150 meters.

Pending the development of adequate technology, 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.

50
<PAGE>

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 an earlier number
portability deadline is necessary to conserve telephone numbers. The FCC also
has adopted rules requiring providers of wireless services that are
interconnected to the public switched telephone network to provide functions
to facilitate electronic surveillance by law enforcement officials. On August
27, 1999, the FCC adopted an order requiring wireless providers to provide
information that identifies the cell sites at the origin and destination of a
mobile call to law enforcement personnel in response to a lawful court order
or other legal requirement. Providers may petition the FCC for a waiver of
these law enforcement obligations if they can prove under a multi-factor test
that these requirements are not reasonably achievable.

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 initiated 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 an order modifying 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 new
rules give wireless carriers broader discretion to use customer proprietary
network information, without customer approval, to market all information
services used in the provision of wireless services. The FCC also allowed all
telephone companies to use customer proprietary network information to solicit
lost customers. While all carriers must

51
<PAGE>

establish a customer's approval prior to using customer proprietary network
information for purposes not explicitly permitted by the rules, the specific
details of gathering and storing this approval are now left to the carriers.
The FCC's order was issued following a decision by the U.S. Court of Appeals
for the 10th Circuit, which overturned the FCC's rules, but not the underlying
statute, on First Amendment grounds. The FCC has appealed the court's order to
the full 10th Circuit. Until further court action, the FCC's rules remain in
effect.

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.

The FCC has adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. The order requires 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. The rules require us to develop a process
to evaluate the accessibility, usability and compatibility of covered services
and equipment. While we expect our vendors to develop equipment compatible
with the rules, we cannot assure you that we will not be required 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.

52
<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
Stephen McNulty................... 46 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...................... 38 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. 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 January of 1994. From March 1992 to December 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

53
<PAGE>

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.

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 February 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.

Stephen McNulty has served as President and General Manager 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 February 1994 to May 1997.

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
Tessco Technologies Inc. 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 Tower Corporation, Encore Acquisition Partners, Inc.,
Hallmark Entertainment Network, R&B Falcon Corporation, SMG, Inc., Telecorp
PCS, Inc. and U.S. Silica Company. He also serves on the Advisory Investment
Boards of Richina Group, the Indian Private Equity Fund and the Asia
Development Partners 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 October 1997. Mr.
Watkins serves as a member of the advisory boards 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.

Election of Directors

Our board of directors presently consists of seven members. At present all
directors are elected annually and serve until the next annual meeting of
stockholders or until the election and qualification of their successors.

54
<PAGE>

Effective upon completion of the offering, the board of directors will be
divided into three classes, as nearly equal in number as possible. Each
director will serve a three-year term, and one class will be elected at each
year's annual meeting of stockholders. Mr. Anderson and Mr. Chavkin will be in
the class of directors whose term will expire at our 2000 annual meeting of
stockholders. Ms. Hawkins-Key and Mr. Beletic will be in the class of
directors whose term will expire at our 2001 annual meeting of stockholders.
Mr. Kalogris, Mr. Skinner and Mr. Watkins will be in the class of directors
whose term will expire at our 2002 annual meeting of stockholders. At each
annual meeting of stockholders, successors to the class of directors whose
terms expire at the meeting will be elected to serve for three-year terms and
until their successors are elected and qualified.

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.

Compensation of Directors

The non-independent members and the AT&T-nominated 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 Class A 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. This
transaction was closed in September 1999.

55
<PAGE>

Executive Compensation

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

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation
----------------------
Restricted Stock All Other
Name Principal Position Year Salary Bonus Awards(1) Compensation
---- -------------------------- ---- -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael Kalogris........ Chairman of the Board of 1998 $350,000 $350,000 $10,631,078 --
Directors and Chief
Executive Officer
Steven Skinner.......... President and Chief 1998 $225,000 $225,000 7,973,309 --
Operating Officer
Clyde Smith............. Executive Vice President 1998 $205,051 $220,000 1,580,685 --
and Chief Technical
Officer
David Clark............. Senior Vice President, 1998 $190,000 $190,000 2,963,787 $83,188(2)
Chief Financial Officer
and Secretary
Michael Mears........... President and General 1998 $158,667 $115,000 987,929 --
Manager of the Southern
Region
</TABLE>
- --------
(1) Consists of 1,508,549 restricted shares of our Class A common stock
awarded during 1998 that vest over a five-year period commencing February
4, 1998 with an aggregate value of $24,136,788 based upon an assumed
initial public offering price of $16. A significant portion of these
shares remain subject to forfeiture at December 31, 1998. See "Principal
Stockholders." Mr. Kalogris' and Mr. Skinner's awards vest as follows:
10% vested as of February 4, 1998, 5% vested during 1999 in connection
with the completion of Phase I of our build-out and 17% vest per year for
five years beginning February 4, 1999. Mr. Smith's awards vest as
follows: 17% vest per year for five years beginning February 4, 1999 and
15% vest based upon performance measures to be determined. Mr. Clark's
and Mr. Mears' awards vest as follows: 20% per year for five years
beginning February 4, 1999. Notwithstanding the vesting schedules set
forth above, all restricted shares vest in specified circumstances
constituting a change of control.
(2) Consists of relocation and related expenses.

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 423,828 shares, or
.82% of our total outstanding Class A 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 from the trust to
management employees and independent directors as directed in writing by the
Company. Our compensation committee of the board of directors determines at
its discretion which persons shall receive awards and the amount of such stock
awards. Our stock and incentive plan governs the shares and letter agreements
previously issued and to be issued from the trust established pursuant to the
common stock trust agreement. See "-- 1999 Stock and Incentive Plan."

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

56
<PAGE>

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 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. Kalogris' 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. Kalogris; 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 Class A 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.

57
<PAGE>

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.

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;

(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 Class A 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

58
<PAGE>

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. 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 Class A 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.

1999 Stock and Incentive Plan

We have adopted the Triton PCS Holdings, Inc. 1999 Stock and Incentive
Plan, which is effective as of May 1, 1999. As of September 30, 1999, stock
awards of 1,094,863 shares of Class A common stock and no stock options had
been granted under the stock and incentive plan. The stock and incentive plan
provides for the issuance of incentive stock options, non-qualified stock
options, restricted stock awards and any combination of such awards to certain
employees and independent directors of Triton and its subsidiaries. The stock
and incentive plan also amends and restates the Independent Director Stock
Award Plan that we previously adopted

59
<PAGE>

on February 4, 1998. All awards issued under the independent director plan
shall continue in full force and effect under the terms of the stock and
incentive plan and the terms of any letter agreement previously issued under
the independent director plan. Additionally, the stock and incentive plan
governs the shares and letter agreements previously issued and to be issued
from the trust established pursuant to our common stock trust agreement for
management employees and independent directors dated as of June 26, 1998.
Under the stock and incentive plan, 3,454,495 shares of Class A common stock
have been reserved for issuance, consisting of 1,518,691 shares of stock
issued and to be issued from the trust and 1,935,804 additional shares of
Class A common stock that have been approved for issuance. The number of
shares available under the stock and incentive plan may be adjusted in the
event of a recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange or
other similar corporate transaction or event affecting the Class A common
stock. Shares subject to an option which expires, is terminated or canceled or
which are repurchased by us are available for future grants under the stock
and incentive plan. The stock and incentive plan shall remain effective until
all options granted under the stock and incentive plan have been exercised or
expired by reason of the lapse of time, or all restrictions imposed upon
awards of restricted stock have been eliminated or the restricted stock has
been forfeited.

Administration. The stock and incentive plan is administered by the
compensation committee. The compensation committee has the discretion to
determine which eligible individuals will receive awards, the time or times
when such awards will be made, the number of shares to be covered by the
awards, the exercise date and price of the awards, whether the options should
be incentive stock options or non-qualified stock options and the terms and
conditions of the awards.

Stock Options--Incentive Stock Options and Nonqualified Stock
Options. Under the stock and incentive plan, the compensation committee has
the discretion to grant incentive stock options qualifying for special tax
treatment under Section 422 of the Internal Revenue Code as well as
nonqualified stock options. The exercise price of any incentive stock option
may not be less than the fair market value of the Class A common stock on the
date the option is granted, provided the exercise price of any incentive stock
option shall be not less than 110% of the fair market value of a share of
Class A common stock on the date the option is granted in the event the
participant owns stock possessing more than 10% of the total combined voting
power of all of our classes of stock. Only employees are eligible to receive
incentive stock options, and at the time an incentive stock option is granted,
the fair market value of the Class A common stock for which the incentive
stock option will become exercisable in any one calendar year may not exceed
$100,000.

Payment of the option price may be made in cash or by delivery of shares of
Class A common stock equivalent in value to the option price. The compensation
committee is authorized to award reload options to participants in order to
enable a participant to use previously owned shares to pay the exercise price
of the stock options without reducing the participant's overall ownership of
shares. Reload options are not intended to be incentive stock options, become
exercisable twelve months after the date of grant and must be exercised within
the term of the original stock option.

Restricted Stock Awards. Under the stock and incentive plan, the
compensation committee has the discretion to grant awards of restricted stock,
which are subject to certain transfer restrictions and/or risk of forfeiture,
determined by the committee in its sole discretion. Except as specifically set
forth in the restricted stock award agreement, the participant will have all
rights and privileges of a stockholder as to his restricted stock, including
the rights to vote and to receive dividends. A participant is not required to
make any payment for shares of Class A common stock issued under a restricted
stock award, except to the extent required by law or the compensation
committee.

Change of Control. In the event of:

. a sale of our stock that results in any person owning 50% or more of our
voting stock where such person was not an owner of our stock on
February 4, 1998;

60
<PAGE>

. a sale of all or substantially all of our assets; or

. a proxy contest for the election of our directors that results in a
change in the majority make-up of the board,

the compensation committee may determine that any, all or none of the
outstanding options shall immediately vest and become exercisable.

The compensation committee may also provide that outstanding awards will
terminate upon a change of control and upon such termination each participant
may receive cash in an amount equal to the excess of:

. the higher of

(a) the fair market value of the Class A common stock immediately prior
to the occurrence of the change of control, or

(b) the value of the consideration to be received in connection with
such change of control for one share of Class A common stock

over

. the exercise price per share.

Assignment of Interest/Non-Transferability. Awards under the stock and
incentive plan generally are not assignable or transferable except by the laws
of descent and distribution. With respect to awards of non-qualified stock
options, the compensation committee may permit a participant to transfer such
options to members of the participant's immediate family or to a trust solely
for the benefit of the participant and the participant's family, or to a
partnership or limited liability company whose only partners or stockholders
are the participant and members of the participant's family.

Amendment or Termination of Plan. The stock and incentive plan may be
amended, suspended or terminated in whole or in part by the board of directors
at any time, provided that no such amendment, suspension or termination of the
stock and incentive plan may adversely affect the rights of or obligations to
the participants without such participants' consent. The board must obtain
stockholder approval for any change in the stock and incentive plan that would
materially increase the number of shares which may be issued under the stock
and incentive plan, or change the class of individuals eligible to receive
awards under the stock and incentive plan.

Stockholder Approval. The disclosure contained in this prospectus of the
Triton 1999 Stock and Incentive Plan will constitute approval of our adoption
of the stock and incentive plan for purposes of the stockholder approval
requirements of Internal Revenue Code Section 162(m).

Employee Stock Purchase Plan

We have adopted the Triton PCS Holdings, Inc. Employee Stock Purchase Plan,
which was effective upon the approval of our stockholders on September 17,
1999. The stock purchase plan will be administered by the stock plan
committee. The board of directors has reserved and authorized for issuance
under the stock purchase plan 300,000 shares of Class A common stock. We
intend to register the shares reserved under the stock purchase plan with the
SEC.

All individuals who have been employed by us for a minimum of three months
as of a grant date and who customarily work at least 20 hours per week and
five months per year will be eligible to participate in the stock purchase
plan, except an employee who, immediately after the grant date, would own 5%
or more of the total combined voting power or value of all classes of our
stock. Each eligible employee will be given an option to purchase a number of
shares of Class A common stock equal to an amount not to exceed 10% of his
compensation divided by the purchase price per share under the option. In no
event may an employee receive an option that would permit him during any one
calendar year to purchase shares that have a fair market value on

61
<PAGE>

the grant date in excess of $25,000. The price of the shares offered to
employees under the stock purchase plan will be the lesser of:

. 85% of the fair market value of the Class A common stock on the grant
date; or

. 85% of the fair market value of the Class A common stock on the exercise
date.

Payment of an eligible employee's subscription amount will be made through
payroll deductions, and an employee's participation in the stock purchase plan
is contingent on the employee providing Triton with written authorization to
withhold from his pay an amount to be applied toward the purchase of shares of
Class A common stock. An eligible employee is deemed to have exercised his
option granted under the stock purchase plan as of the exercise date.

Generally, the employee does not recognized taxable income, and we are not
entitled to an income tax deduction, on the grant or exercise of an option
issued under the stock purchase plan. If the employee sells the shares
acquired upon exercise of his option at least one year after the date he
exercised the option and at least two years after the date the option was
granted to him, then the employee will recognize ordinary income equal to the
difference between the fair market value of the Class A common stock as of the
date of grant and the exercise price. Any additional appreciation realized on
the sale of the Class A common stock will be treated as a capital gain. We
will be entitled to an income tax deduction corresponding to the amount of
ordinary income recognized by the employee. If the employee sells the shares
acquired upon the exercise of his option at any time within:

. one year after the date of exercise of the option; or

. two years after the date the option was granted,

then the employee will recognize ordinary income in an amount equal to the
excess, if any, of:

. the lesser of the sale price or the fair market value on the date of
exercise,

over

. the exercise price of the option.

We will generally be entitled to a deduction in an amount equal to the amount
of ordinary income recognized by the employee.

The stock purchase plan may be amended by the board of directors at any
time; provided that no such amendment of the stock purchase plan may
materially adversely affect any previously issued option without the affected
participant's written consent. The board of directors may terminate, at any
time, the stock purchase plan and all rights of employees under the stock
purchase plan.

62
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of September 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 each of our stockholders who,
based on our records, was known to us to be the beneficial owner, as defined
in Rule 13d-3 under the Exchange Act, of more than 5% of Class A common stock.
The table includes shares of Class A common stock issuable upon conversion of
shares of Series C preferred stock outstanding as of September 30, 1999. Each
share of our outstanding Series C preferred stock automatically converts into
23 shares of common stock upon closing of this offering.

At September 30, 1999, J.P. Morgan Investment Corporation beneficially
owned shares of Series C preferred stock convertible into 10,789,599 shares of
common stock, or 21.4% of our outstanding voting stock. Immediately prior to
the closing of this offering, J.P. Morgan Investment Corporation will convert
its Series C preferred stock into 8,210,827 shares of Class B non-voting
common stock and 2,578,772 shares of Class A voting common stock. The
following table, which presents information about our voting stock, gives
effect to this conversion into Class B non-voting common stock and therefore
only includes the Class A common stock that will be held by J.P. Morgan
Investment Corporation upon conversion of the Series C preferred stock.

<TABLE>
<CAPTION>
Percentage of Voting
Shares Beneficially Owned
----------------------------
Number of Voting Shares Before After
Name and Address of Beneficial Owner(1) Beneficially Owned Offering Offering
- --------------------------------------- ----------------------- ------------ ------------
<S> <C> <C> <C>
Michael Kalogris........ 3,052,703(8) 7.2% 5.9%
Steven Skinner.......... 1,942,906(9) 4.6 3.8%
Clyde Smith............. 181,055(10) * *
David Clark............. 349,541(11) * *
Michael Mears........... 120,347(12) * *
Scott Anderson.......... 45,643 * *
John Beletic............ 54,843 * *
Arnold Chavkin(2)....... -- -- --
Mary Hawkins-Key........ -- -- --
John Watkins(3)......... -- -- --
CB Capital Investors,
L.P.(2)................ 12,270,744 29.1 23.8
J.P. Morgan Investment
Corporation(3)......... 2,578,772(13) 6.1 5.0
Desai Capital Management
Incorporated(4)........ 11,902,744(14) 28.2 23.1
Toronto Dominion Capital
(USA), Inc.(5)......... 2,975,698 7.1 5.8
First Union Capital
Partners, Inc.(6)...... 4,079,877 9.7 7.9
DAG--Triton PCS, L.P.... 1,858,127 4.4 3.6
AT&T Wireless PCS(7).... 12,504,720(15) 22.9 19.5
All directors and
executive officers as a
group (10 persons)..... 5,747,037 13.6 11.1
</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.

63
<PAGE>

(6) The address of First Union Capital Partners is One First Union Center,
301 S. College Street, Charlotte, North Carolina 28288.
(7) The address of AT&T Wireless PCS is 5000 Carillon Point, Kirkland,
Washington 98033.
(8) Includes 423,828 shares of Class A common stock 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,
under which we will distribute Class A common stock to management
employees and independent directors. 1,709,434 of the 2,628,875 shares of
Class A common stock directly held by Mr. Kalogris are subject to
forfeiture in accordance with Mr. Kalogris' employment agreement over a
five-year period.
(9) 1,282,076 of the 1,942,906 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment agreement.

(10) 163,961 of the 181,054 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Smith's employment agreement.

(11) 311,833 of the 349,540 shares of Class A 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.

(12) 107,777 of the 120,436 shares of Class A 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.

(13) Gives effect to the conversion of shares of Series C preferred stock into
8,210,827 shares of Class B non-voting common stock concurrently with the
offering. Includes 5,714 shares of Series C preferred stock convertible
into 131,420 shares of Class A common stock 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.
(14) Consists of 258,755.31 shares of Series C preferred stock convertible
into 5,951,372 shares of Class A common stock held by Private Equity
Investors III, L.P., and 258,755.31 shares of Series C preferred stock
convertible into 5,951,372 shares of Class A common 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.

(15) Consists of 543,683.47 shares of Series D preferred stock convertible
into 12,504,720 shares of Class A common 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 shares of Class A common stock or Class B non-voting
common stock at any time.

64
<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>
Value of Shares
at Assumed
Shares of Series C Initial Public
Cash Commitment Preferred Stock Offering Price
--------------- ------------------ ---------------
<S> <C> <C> <C>
Chase Capital Partners
and/or affiliates...... $ 39,785,713 404,714 $148,934,752
J.P. Morgan Investment
Corporation and/or
affiliates............. 39,785,713 404,715 148,935,120
Desai Capital Management
Incorporated and/or
affiliates............. 39,785,714 388,714 143,046,752
Toronto Dominion Capital
(USA), Inc............. 9,946,430 97,179 35,761,872
First Union Capital
Partners, Inc.......... 4,973,215 48,589 17,880,752
Duff Ackerman Goodrich &
Assoc. L.P. ........... 4,973,215 48,589 17,880,752
Michael Kalogris........ 500,000 5,000 1,840,000
Steven Skinner.......... 250,000 2,500 920,000
------------ --------- ------------
Total................. $140,000,000 1,400,000 $515,200,000
============ ========= ============
</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. We expect to
require all of the unfunded commitments to be funded by November 30, 1999.

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:

65
<PAGE>

<TABLE>
<CAPTION>
Value of Shares
at Assumed
Shares of Series C Initial Public
Cash Commitment Preferred Stock Offering Price
--------------- ------------------ ---------------
<S> <C> <C> <C>
Chase Capital Partners
and/or affiliates...... $10,242,968 102,430 $ 37,694,240
J.P. Morgan Capital
Investment Corporation
and/or affiliates...... 10,000,000 100,000 36,800,000
Desai Capital Management
Incorporated and/or
affiliates............. 9,838,022 98,380 36,203,840
Toronto Dominion Capital
(USA), Inc............. 2,459,518 24,595 9,050,960
First Union Capital
Partners, Inc.......... 1,229,746 12,297 4,525,296
Duff Ackerman Goodrich &
Assoc. L.P. ........... 1,229,746 12,298 4,525,664
----------- ------- ------------
Total................. $35,000,000 350,000 $128,800,000
=========== ======= ============
</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 and Reissuance of Series C Preferred Stock

On December 7, 1998, we redeemed an aggregate 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>
Value of Shares
at Assumed
Shares of Series C Initial Public
Cash Contribution Preferred Stock Offering Price
----------------- ------------------ ---------------
<S> <C> <C> <C>
Chase Capital Partners
and/or affiliates...... $ 467,511 4,675 $ 1,720,400
Desai Capital Management
Incorporated and/or
affiliates............. 539,312 5,393 1,984,624
Toronto Dominion Capital
(USA), Inc............. 134,826 1,348 496,064
First Union Capital
Partners, Inc.......... 2,065,675 20,657 7,601,776
Duff Ackerman Goodrich &
Assoc. L P. ........... 352,876 3,529 1,298,672
---------- ------ -----------
Total................. $3,560,200 35,602 $13,101,536
========== ====== ===========
</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>
Value of Shares
at Assumed
Shares of Series C Initial Public
Cash Contribution Preferred Stock Offering Price
----------------- ------------------ ---------------
<S> <C> <C> <C>
Chase Capital Partners
and/or affiliates...... $ 2,169,183 21,692 $ 7,982,656
Desai Capital Management
Incorporated and/or
affiliates............. 2,502,328 25,023 9,208,464
Toronto Dominion Capital
(USA), Inc............. 625,574 6,256 2,302,208
First Union Capital
Partners, Inc.......... 9,584,273 95,842 35,269,856
Duff Ackerman Goodrich &
Assoc. L.P. ........... 1,637,293 16,373 6,025,264
----------- ------- -----------
Total................. $16,518,651 165,186 $60,788,448
=========== ======= ===========
</TABLE>

66
<PAGE>

At closing, we also issued 134,813 shares of our Series D preferred stock
to AT&T for a portion of the Norfolk purchase price. At the assumed initial
public offering price, the 134,813 shares of Series D preferred stock have a
value of $49.6 million. We financed the balance of the purchase price through
use of $75.0 million from the net proceeds of the senior subordinated discount
notes offering.

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 with an estimated value of $5.1
million, 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 with an estimated value of $15.5 million. In addition, we issued
53,882 shares of our Series A preferred stock, valued at $5.8 million, and
42,739 shares of our Series D preferred stock, valued at $4.6 million. At the
assumed initial public offering price, the Series D preferred stock, which is
convertible into common stock, had a value of $15.7 million. The licenses we
acquired in the exchange are contiguous to our existing service area and have
not been built out. We are including these licenses 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 our 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, other
than J. P. Morgan Investment Corporation, 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. 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.

Restrictions on Transfer. The stockholders' agreement imposes restrictions
with respect to the sale, transfer or other disposition of our capital stock
held under the terms of the agreement, primarily concerning transfers before
the date of this offering. 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. However, stockholders that are small
business investment corporations may transfer shares of common stock prior to
February 4, 2001 if they are required to do so in order to comply with
regulatory requirements, but these transfers are still subject to the rights
of first offer. 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.

67
<PAGE>

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, 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
sale of the shares to be registered 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. Each stockholder has agreed to waive its preemptive
rights in connection with the 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.

In an investors' agreement, the cash equity investors have agreed that in
connection with certain permitted sales each cash equity investor other than
J.P. Morgan Investment Corporation may require the other cash equity investors
to also participate in any such sale.

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 technology 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.

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.

68
<PAGE>

Build-Out. We are required to:

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

. 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 substantially all
of its exclusivity obligations described above 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 into shares of Series B preferred stock:

. all of the shares of its Series A preferred stock;

. all of the shares of its Series D preferred stock, or its Series C
preferred stock or any Class A common stock or Class B non-voting common
stock it may have received upon conversion of its Series D preferred
stock into any one of them.

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:

69
<PAGE>

. 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

. 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 following stockholders:

. a majority of the shares of each class of capital stock held by the
parties to the stockholders' agreement, including 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, certain provisions of the agreement may expire upon the occurrence
of certain actions, for example, a breach by a party, or events, for example,
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, as described below. 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

70
<PAGE>

. 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.

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 except
to:

. any person who resells, or acts as our agent for, licensed services
provided by us, or

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 our 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.

71
<PAGE>

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.

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

Affiliates of First Union Capital Partners, Inc. and J.P. Morgan Investment
Corporation, each of which beneficially owns more than 5% of our capital
stock, are serving as underwriters and will be receiving underwriter fees in
connection with this initial public offering.

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. Those 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.

72
<PAGE>

On February 3, 1998, Triton PCS entered into a credit facility. On
September 22, 1999, Triton PCS entered into an amendment to that credit
facility that increased the credit facility to $600.0 million. Affiliates of
each of J.P. Morgan Investment Corporation, which beneficially owns
approximately 18.0% of our common stock, CB Capital Investors, which
beneficially owns approximately 20.5% of our common stock, First Union Capital
Partners, Inc., which beneficially owns approximately 6.8% of our common
stock, and Toronto Dominion Capital (USA), Inc., which beneficially owns
approximately 5.0% of our common 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.

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 Class A 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 approximately $550,000 in financing, and on July 3, 1997, each of
Chase Venture Capital L.P. and J.P. Morgan Investment Corporation provided
approximately an additional $250,000 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 notes into 16,000 shares 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. This
transaction was closed in September 1999.

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. were initial purchasers in the private offering and received a placement
fee of $6.3 million. Affiliates of J.P. Morgan Securities Inc. own an
aggregate of approximately 18.0% of our common stock, and affiliates of Chase
Securities Inc. own an aggregate of approximately 20.5% of our common stock.

First Union Securities, Inc., an affiliate of First Union Capital
Investors, Inc., acted as our exclusive financial advisor in connection with
the sale of our personal communications towers to American Tower, L.P.
pursuant to an asset purchase agreement dated July 13, 1999. We paid a fee to
such entity of $1.07 million in connection with the consummation of such sales
which occurred on September 22, 1999.

73
<PAGE>

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following are summaries of certain material provisions of the notes
issued by our subsidiary Triton PCS and the Triton PCS credit facility. These
summaries are qualified in their entirety by the indenture and the credit
facility, which we have previously filed with the SEC. In this section,
"Triton," "we" and "us" each refers only to Triton PCS Holdings, Inc. and not
to any of its subsidiaries.

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 of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility;

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

. are guaranteed on a joint and several basis by all subsidiaries of
Triton PCS that are direct or indirect obligors under, or in respect of,
any senior credit facilities. As of the date of this prospectus, all of
the direct and indirect subsidiaries of Triton PCS are guarantors on a
full, unconditional and joint and several basis. 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.

Triton PCS 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, Triton PCS 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 or
Triton PCS' 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 Triton PCS 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. The Triton PCS credit facility will prohibit the purchase of outstanding
notes prior to repayment of the borrowings under the credit facility.

74
<PAGE>

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 the subsidiaries of Triton PCS, 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.

Triton PCS is 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 subsidiaries of Triton PCS as unrestricted subsidiaries
under the indenture;

75
<PAGE>

. 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.

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. On September 22, 1999, Triton PCS entered into an
amendment to that credit facility that increased the credit facility to $600.0
million.

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;

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

Triton PCS 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.

Triton PCS 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.

Triton PCS must repay the Tranche C 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.

The amount that Triton PCS 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.

76
<PAGE>

Interest on the Tranche A term loans, the Tranche C term loans and the
revolving credit loans accrues, at the option of Triton PCS, 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 Triton PCS'
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 the option of Triton PCS,
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 2.00%.

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

The credit facility requires that Triton PCS pay commitment fees to the
lenders. Initially, the commitment fee is based on a percentage of the undrawn
amounts of the revolving credit facility, the Tranche A term loan facility and
the Tranche C loan facility; if 50% or more of the aggregate amount of the
facilities is drawn, the commitment fee is .50% of the undrawn amount, and if
less than 50% of the aggregate amount of the facilities is drawn, the
commitment fee is .75% of the undrawn amount. On the earlier of September 22,
2000 and the date on which Triton PCS demonstrates to the lenders that it has
positive EBITDA, the commitment fee will range between 0.375% and 0.50%,
depending on the ratio of debt to EBITDA, of the unused portion of the credit
facilities. The commitment fees are payable quarterly in arrears and a
separate agent's fee is payable to the administrative agent. The credit
facility also requires Triton PCS to maintain at least 50% of total
outstanding indebtedness as fixed rate instruments. Although Triton PCS have
not been required to purchase any interest rate hedges, in 1998 it purchased
two interest rate hedges with a notional amount totaling $75.0 million.

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

. 50% of the excess cash flow of Triton PCS in each of its 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 Triton PCS comply with specified financial covenants.

77
<PAGE>

In addition, the credit facility provides that Triton PCS 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.

78
<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon completion of the offering, our authorized capital stock will consist
of:

. 580,000,000 shares of common stock, par value $0.01 per share, including:

(a) 520,000,000 shares designated Class A common stock; and

(b) 60,000,000 shares designated Class B non-voting common stock; and

. 70,000,000 shares of preferred stock, par value $0.01 per share,
including:

(a) 1,000,000 shares designated Series A convertible preferred stock;

(b) 50,000,000 shares designated Series B preferred stock;

(d) 16,000,000 shares designated Series D convertible preferred stock.

Upon completion of the offering, our issued and outstanding capital stock will
consist of:

. 51,575,442 shares of Class A common stock;

. 8,210,827 shares of Class B non-voting common stock;

. 786,253 shares of Series A preferred stock;

. no shares of Series B preferred stock or Series C preferred stock; and

. 543,683 shares of Series D preferred stock.

In addition, 1,329,936 shares of Series B preferred stock, 543,683 shares of
Series C preferred stock and 20,715,546 shares of Class A common stock (plus
such number as may be issued upon conversion of the Series A preferred stock)
are reserved for issuance in connection with transactions contemplated by the
stockholders' agreement and in connection with any conversion of any shares of
outstanding Class B non-voting common stock. On the date of this offering,
each share of Series C preferred stock issued and outstanding will
automatically convert into 23 shares of Class A common stock, other than
356,992 shares beneficially owned by J. P. Morgan Investment Corporation that
will convert into 8,210,827 shares of Class B non-voting common stock.
COMMON STOCK

Class A Common Stock. Each holder of Class A common stock is entitled to
one vote for each share of Class A 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 Class A common stock and the Class B non-
voting common stock will be entitled to receive all the remaining assets of
Triton legally available for distribution to its stockholders in proportion to
the number of shares of common stock held by them.

Class B Non-Voting Common Stock. The Class B non-voting common stock is
identical in all respects to the Class A common stock except that holders of
shares of Class B non-voting common stock shall not have the right to vote on
any matters to be voted on by our stockholders.

Shares of Class B non-voting common stock held by J.P. Morgan Investment
Corporation are convertible on a one-for-one basis into Class A common stock:

. when the shares are transferred to anyone other than J. P. Morgan
Investment Corporation or any of its affiliates; or

. upon receipt by Triton of a written opinion of counsel to the effect
that the holder of those shares of stock should not be considered an
"affiliate" of Triton, as defined by Rule 405 under the Securities Act,
after giving effect to the conversion.

79
<PAGE>

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.

The table below summarizes the principal terms of our preferred stock:

Principal Terms of Preferred Stock

<TABLE>
<CAPTION>
Terms Series A Series B Series C Series D
----- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Dividends............... Quarterly cash Same as Series A No fixed Same as Series C
dividends at dividend, but
annual rate of participates
10% of the with Class A
accreted value common stock on
of Series A, but an as-converted
cash dividend basis
payments may be
deferred until
June 30, 2008

No dividends may No dividend or
be paid on any distribution may
junior preferred be paid on
stock or common common stock
stock without unless Series C
the consent of receives a
the Series A dividend or
holders distribution as
well, payment to
be based on a
formula

Convertibility.......... At the holder's None At the holder's At the holder's
option, on or option, at any option, at any
after February time at a rate time at a rate
4, 2006, each of one share of of one share of
share of Series Class A common Class A common
A preferred stock for each stock for each
stock will share of Series share of Series
convert into a C (subject to D (subject to
number of shares anti-dilution anti-dilution
of Class A provisions) provisions)
common stock
equal to $100 Automatic At the holder's
plus all unpaid conversion upon option, at any
dividends on initial public time at a rate
such Series A offering at a of one share of
preferred share rate of one Series C for
divided by the share of Class A each share of
fair market common stock for Series D
value of a share each share of (subject to
of Class A Series C anti-dilution
common stock (subject to provisions)
anti-dilution
provisions)

Holder may Holder may Holder may elect
elect, by elect, by by written
written notice, written notice, notice, to
to receive to receive receive shares
shares of Class shares of Class of Class B non-
B non-voting B non-voting voting common
common stock common stock stock instead of
instead of Class instead of Class Class A common
A common stock A common stock stock

Liquidation Preference.. $100 per share Same as Series A Same as Series Same as Series
(subject to A, but junior to A, but junior to
customary anti- Series A and Series A and
dilution Series B and Series B and
provisions) junior to Series senior to Series
D with respect C with respect
to a statutory to a statutory
liquidation liquidation

Voting.................. Limited class Limited class Votes with Class Limited class
voting rights voting rights A common stock voting rights
on an as-
converted basis

Entitled to Additional class
nominate one of voting rights
the Class II
directors so
long as initial
holder owns at
least two-thirds
of Series A
shares it owned
on February 4,
1998

Redemption.............. At our option on At our option at At our option, Same as Series C
or after any time requires prior
February 4, 2008 affirmative vote
or written
consent of all
holders of
outstanding
Series C shares,
all holders of
outstanding
Series D shares
and any other
holders of
capital stock as
required by the
certificate of
incorporation

At the holder's
option on or
after February
4, 2018
</TABLE>

80
<PAGE>

Anti-Takeover Provisions

Delaware law, our certificate of incorporation, our bylaws 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.

Nomination and Election of Directors. Our certificate of incorporation,
bylaws and the stockholders' agreement contain provisions which affect the
nomination and election of directors to our board. 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. Following completion of the offering, our board
of directors will be divided into three classes of directors. Each class will
serve a staggered three-year term. As a result, approximately one-third of the
board of directors will be elected each year. Generally a director will stand
for election only once every three years. The classified board provision could
have the effect of discouraging a third party from making a tender offer or
otherwise attempting to obtain control of us, even though the attempt might be
beneficial to us and our stockholders. In addition, the classified board
provision could delay stockholders who do not agree with the policies of the
board from removing a majority of the board for two years. Under our
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 of the Class II directors. Each of the stockholders party to the
stockholders' agreement, other than J. P. Morgan Investment Corporation, has
agreed to vote all its shares of Series C preferred stock or Class A common
stock held of record by it to cause the election of two directors selected by
the cash equity investors and their continuation in office. See "Certain
Relationships and Related Transactions--The AT&T Agreements--The Stockholders'
Agreement--Board of Directors."

Amendment to Our Certificate of Incorporation or Bylaws. 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 Class A 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. Our bylaws may be amended in the same manner as provided in our
certificate of incorporation or, alternatively, by a resolution adopted by a
majority of our board of directors at any special or regular meeting of the
board or by unanimous written consent, although amendments to the provisions
regarding election of directors require the approval of the holders of capital
stock entitled to nominate any of our directors.

81
<PAGE>

Other Provisions. Following completion of the offering, our certificate of
incorporation and bylaws will provide, in general, that:

. the directors in office will fill any vacancy or newly created
directorship on the board of directors, with any new director to
serve for the remaining term of the class of directors to which he
is elected, except that any vacancy that was left by a nominee of a
stockholder entitled to nominate such nominee will be filled by a
new director selected by such holder; and

. directors may be removed only for cause and only by the affirmative
vote of the holders of a majority of the outstanding shares of
voting stock cast, at an annual or special meeting or by written
consent, except any director nominated by any holder of our
preferred stock having the right to nominate such director may be
removed and replaced by such holder with or without cause.

The bylaws also require that stockholders wishing to bring any business,
including director nominations, before an annual meeting of stockholders
deliver written notice to us not less than 60 days or more than 90 days prior
to the date of the annual meeting of stockholders. If, however, less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder must be delivered to us not
later than the close of business on the tenth day following the day on which
we publicly announce the date of our annual meeting. The bylaws further
require that the notice by the stockholder set forth, among other things:

. a description of the business to be brought before the meeting,
including information with respect to a nominated director;

. the reasons for conducting the business at the meeting;

. specific information concerning the stockholder proposing the
business and the beneficial owner, if any, on whose behalf the
proposal is made;

. a description of all arrangements and understandings between or
among the stockholder delivering the notice and any other person or
persons, including any director nominee where applicable, with a
material interest in the business to be brought before the meeting;
and

. with respect to notice nominating a director, any other information
relating to the director nominee and the nominating stockholder that
would be required to be disclosed in a proxy statement or other
similar filing with the SEC.

The foregoing provisions regarding director nomination procedures do not
apply to holders of our capital stock who have the right to nominate
directors. The provisions of the certificate of incorporation and bylaws
relating to removal of directors and advance notice of stockholder proposals
may discourage or make more difficult the acquisition of control of us by
means of a tender offer, open market purchase, proxy contest or otherwise.
These provisions may have the effect of discouraging specific types of
coercive takeover practices and inadequate takeover bids and may encourage
persons seeking to acquire control of us first to negotiate with the board of
directors.

Limitation on Directors' Liabilities

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

82
<PAGE>

. 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 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, we have purchased directors' and officers'
liability insurance coverage for our directors and certain of our officers in
amounts customary for similarly situated companies.

Under the applicable provisions of Delaware General Corporation Law, in
general, a corporation may indemnify its directors, officers, employees or
agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties to
which they may be made parties by reason of their being or having been
directors, officers, employees or agents and shall so indemnify such persons
only if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. Our certificate of incorporation gives us
the power to indemnify our officers, directors, employees and agents to the
full extent permitted by Delaware law. Immediately prior to the consummation
of the offering, we plan to enter into indemnification agreements with each of
our directors and certain of our executive officers which generally provide
for indemnification of the director or officer to the fullest extent provided
by law.

Preemptive Rights

We have granted preemptive rights to some of our stockholders that will
terminate upon closing of this offering. Our stockholders have waived these
rights in connection with the 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 have applied for the Class A common stock to be included for quotation
on the Nasdaq National Market under the symbol "TPCS."

Transfer Agent and Registrar

We have appointed Equiserve (BankBoston) as the transfer agent and
registrar for our Class A common stock.

83
<PAGE>

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 Class A
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 Class A 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.

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

84
<PAGE>

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 Class A 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 Class A 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 Class A common stock; or

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

(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 Class A 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 a non-
U.S. holder still would not be subject to U.S. federal income tax if the
Triton Class A 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 Class A
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 Class A common stock.

85
<PAGE>

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 under 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

Class A 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 Class A 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. Under 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. Under current law, United States federal backup
withholding also does not generally apply to 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.

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 Class A 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
Class A common stock effected at a foreign office of:

86
<PAGE>

(a) a United States broker;

(b) 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;

(d) under newly issued U.S. Treasury regulations effective after
December 31, 2000, a foreign broker that is (1) 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 (2) 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 Class A 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 Class A 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.

87
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Class A common
stock, and we cannot assure you that a significant public market for the Class
A common stock will develop or be sustained after this offering. Future sales
of substantial amounts of Class A 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 Class A 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 51,575,442
shares of Class A common stock, assuming no exercise of the underwriters'
over-allotment option. Of these shares, 9,375,000 shares, or 10,781,250 shares
if the underwriters exercise their over-allotment option in full, of the Class
A 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
42,200,442 shares of Class A 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, subject to the restrictions on
transfer contained in the stockholders' agreement and described in "Certain
Relationships and Related Transactions--The AT&T Agreements--The Stockholders'
Agreement" and the lock-up agreements described in "Underwriters." In
addition, we will have 8,210,827 shares of Class B non-voting common stock
that are convertible into Class A common stock in specified circumstances.
These shares are also restricted securities under Rule 144. Some holders of
outstanding shares of Class A 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 Class A common stock. Some
existing stockholders also have the right to demand that we register their
shares of Class A common stock for resale. See "Description of Capital Stock--
Registration Rights." However, the holders of these shares have agreed in our
stockholders' agreement not to transfer their shares until February 4, 2001,
subject to exceptions for holders that are small business investment
corporations that must sell their shares to comply with regulatory
requirements. See "Certain Relationships and Related Transactions--The AT&T
Agreements--The Stockholders' Agreement."

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 Class A common stock then
outstanding, which will equal approximately 515,754 shares immediately
after this offering, or

. the average weekly trading volume of the Class A 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.

88
<PAGE>

Following consummation of this offering we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of Class A
common stock reserved for issuance under our stock and incentive option plan
and our employee stock purchase plan. Based on the number of shares currently
reserved for issuance under our stock and incentive plan and employee stock
purchase plan, that registration statement would cover up to 3,754,495 shares
issuable on exercise of the options, of which no options will have been issued
as of the date of this offering. 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."

89
<PAGE>

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 Securities, Inc. 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 Securities, Inc. 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 Securities, Inc. ....................................
J.P. Morgan Securities Inc. .....................................
---------
Subtotal......................................................... 7,500,000
---------
International Underwriters:
Morgan Stanley & Co. International Limited.......................
Lehman Brothers International (Europe)...........................
Salomon Brothers International Limited...........................
First Union Securities, Inc. ....................................
J.P. Morgan Securities Ltd.......................................
Subtotal......................................................... 1,875,000
---------
Total............................................................ 9,375,000
=========
</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 Class A 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 Class A 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 Class A common stock
offered by this prospectus if any such shares are taken. However, the
underwriters are not required to take or pay for the shares 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

90
<PAGE>

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 Class A
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 Class A 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
1,406,250 additional shares of Class A 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 Class A 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 Class A 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 Class A 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
Class A 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 have applied for quotation of our Class A 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 468,750 shares offered in this prospectus for
directors, officers, employees, business associates, and related persons of
Triton. The number of shares of Class A 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 Class A 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
Class A common stock,

whether any transaction described above is to be settled by delivery of Class
A 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

91
<PAGE>

right with respect to, the registration of any shares of Class A 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 Class A 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 Class
A common stock or other securities acquired in open market transactions
after the completion of the offering of the shares;

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

. the grant of options or stock under our stock and incentive plan and
employee stock purchase plan as in effect on the date of this prospectus;
and

. the transfer of shares by any person other than Triton to a member of
that person's immediate family or any affiliate of that person if the
transferee agrees to be subject to the restrictions described above.

In order to facilitate the offering of the Class A common stock, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Class A common stock. Specifically, the underwriters
may over-allot in connection with the offering, creating a short position in
the Class A common stock for their own account. In addition, to cover over-
allotments or to stabilize the price of the Class A 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 Class A common
stock in the offering, if the syndicate repurchases previously distributed
Class A 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
Securities, Inc. 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 Securities, Inc.
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 Class A common
stock.

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

92
<PAGE>

Pricing of the Offering

Prior to this offering, there has been no public market for the Class A
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.

93
<PAGE>

LEGAL MATTERS

Dow, Lohnes and Albertson, PLLC in Washington, D.C. will pass upon the
validity of the shares of Class A 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 Class A common stock for the
underwriters.

EXPERTS

The combined financial statements of Triton PCS Holdings, Inc. and
Predecessor Company, as defined in Note 1 to the combined financial
statements, and its subsidiaries at December 31, 1997 and 1998 and for the
period from March 6, 1997 (inception) to December 31, 1997 and the year ended
December 31, 1998 included in this registration statement/prospectus and the
financial statement schedule included in the registration statement have been
so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on authority of said firm as experts in
auditing and accounting.

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. During the period of coverage from March
6, 1997, the date of inception, through December 31, 1997, the year ended
December 31, 1998 and the subsequent interim period through July 16, 1999,
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. KPMG's
report on our financial statements did 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 Class A 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.

94
<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 PricewaterhouseCoopers LLP.................................... F-9
Combined Balance Sheets as of December 31, 1997 and 1998................ F-10
Combined Statements of Operations for the period March 6, 1997
(inception) to December 31, 1997 and the year ended December 31, 1998.. F-11
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-12
Combined Statements of Cash Flows for the period March 6, 1997
(inception) to December 31, 1997 and the year ended December 31, 1998.. F-13
Notes to Combined Financial Statements.................................. F-14

Vanguard Cellular Systems of South Carolina, Inc. Audited Financial
Statements
Report of Arthur Andersen LLP........................................... F-33
Balance Sheets as of December 31, 1996 and 1997......................... F-34
Statements of Operations for the years ended December 31, 1995, 1996 and
1997................................................................... F-35
Statements of Cash Flows for the years ended December 31, 1995, 1996 and
1997................................................................... F-36
Statements of Changes in Shareholder's Deficit for the years ended
December 31, 1995, 1996 and 1997....................................... F-37
Notes to Financial Statements........................................... F-38

Myrtle Beach System of Vanguard Cellular Systems of South Carolina, Inc.
Balance Sheet at June 30, 1998 ......................................... F-43
Statements of Operations for the six months ended June 30, 1997 and
1998................................................................... F-44
Statements of Cash Flows for the six months ended June 30, 1997 and
1998................................................................... F-45
Notes to Financial Statements........................................... F-46

Triton PCS Holdings, Inc. Pro Forma Information
Financial Statements.................................................... F-51
Condensed Combined Statement of Operations.............................. F-52
Notes to Combined Financial Statements.................................. F-53
</TABLE>

F-1
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<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 $1,071 and $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 pro forma
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
Class A common stock, $.01 par value;
10,000,000 shares authorized, 6,174,557
and 6,283,779 shares issued and
outstanding at December 31, 1998 and
June 30, 1999, respectively,
(520,000,000 shares authorized,
42,122,253 shares issued and outstanding
pro forma at June 30, 1999)............. 62 63 421
Class B common stock $.01 par value;
60,000,000 shares authorized, 8,210,827
shares issued and outstanding on a pro
forma basis at June 30, 1999............ 82
Additional paid-in capital............... 231,904 244,835 244,414
Subscription receivable.................. (95,000) (60,000) (60,000)
Accumulated deficit...................... (36,731) (101,443) (101,443)
Accumulated other comprehensive income... -- 735 735
Deferred compensation.................... (4,370) (13,302) (13,302)
-------- -------- --------
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
(Dollars in thousands 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 10,644
Depreciation and amortization....................... 1,114 15,969
Amortization of deferred compensation............... 306 936
---------- ----------
Loss from operations................................ 6,573 48,517
Interest expense, net of capitalized interest......... 9,872 18,847
Interest income....................................... 2,739 2,474
Other income, net..................................... -- 178
---------- ----------
Loss before taxes..................................... 13,706 64,712
Tax benefit........................................... 6,803 --
---------- ----------
Net loss.............................................. 6,903 64,712
Accretion on preferred stock.......................... 2,977 4,149
---------- ----------
Net loss available to common stockholders............. $ 9,880 $ 68,861
========== ==========
Basic and diluted net loss per common share........... $ (2.32) $ (11.13)
========== ==========
Weighted average common shares outstanding (basic and
diluted)............................................. 4,261,509 6,187,851
========== ==========
Pro forma basic and diluted net loss per common
share................................................ $ (.33) $ (1.37)
========== ==========
Pro forma weighted average common shares outstanding
(basic and diluted).................................. 30,279,454 50,237,152
========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(Dollars in thousands)

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 Subscription Accumulated Comprehensive Comprehensive
Stock Stock Stock Stock Capital Receivable Deficit Income Loss
---------- --------- --------- ------ ---------- ------------ ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at Decem-
ber 31, 1997.... $ -- $-- $-- $32 $ -- $ -- $ (3,991) $--
Issuance of stock
in connection
with private
equity
investment and
AT&T
transaction..... 73,237 14 4 13 169,293 (95,000) -- --
Issuance of stock
in connection
with Myrtle
Beach transac-
tion............ -- 3 -- 9 35,079 -- -- --
Issuance of stock
in connection
with Norfolk
transaction..... -- 2 1 8 28,895 -- -- --
Deferred
compensation.... -- -- -- -- 5,490 -- -- --
Amortization of
deferred
compensation.... -- -- -- -- -- -- -- --
Redemption of Se-
ries C Preferred
Stock........... -- -- -- -- (3,560) -- -- --
Re-issuance of
Series C Pre-
ferred Stock.... -- -- -- -- 3,560 -- -- --
Accreted divi-
dends........... 6,853 -- -- -- (6,853) -- -- --
Net loss......... -- -- -- -- -- -- (32,740) --
------- ---- ---- --- -------- -------- --------- ----
Balance at Decem-
ber 31, 1998.... 80,090 19 5 62 231,904 (95,000) (36,731) --
------- ---- ---- --- -------- -------- --------- ----
Payment for stock
in connection
with private
equity
investment and
AT&T
transaction..... -- -- -- -- -- 35,000 -- --
Issuance of stock
in connection
with Norfolk
transaction..... -- -- -- -- 2,169 -- -- --
Issuance of stock
in connection
with
Savannah/Athens
transaction..... 5,388 -- -- 1 5,043 -- -- --
Deferred compen-
sation.......... -- -- -- -- 9,868 -- -- --
Amortization of
deferred compen-
sation.......... -- -- -- -- -- -- -- --
Accreted divi-
dends........... 4,149 -- -- -- (4,149) -- -- --
Comprehensive
loss............
Unrealized gain
on securities.. -- -- -- -- -- -- -- 735 $ 735
Net loss........ -- -- -- -- -- -- (64,712) -- (64,712)
--------- --------
Total comprehen-
sive loss...... $(63,977)
------- ---- ---- --- -------- -------- --------- ---- ========
Balance at June
30, 1999........ $89,627 $ 19 $ 5 $63 $244,835 $(60,000) $(101,443) $735
======= ==== ==== === ======== ======== ========= ====
<CAPTION>
Deferred
Compensation Total
------------ --------
<S> <C> <C>
Balance at Decem-
ber 31, 1997.... $ -- $(3,959)
Issuance of stock
in connection
with private
equity
investment and
AT&T
transaction..... -- 74,324
Issuance of stock
in connection
with Myrtle
Beach transac-
tion............ -- 35,091
Issuance of stock
in connection
with Norfolk
transaction..... -- 28,906
Deferred
compensation.... (5,490) --
Amortization of
deferred
compensation.... 1,120 1,120
Redemption of Se-
ries C Preferred
Stock........... -- (3,560)
Re-issuance of
Series C Pre-
ferred Stock.... -- 3,560
Accreted divi-
dends........... -- (6,853)
Net loss......... -- (32,740)
------------ --------
Balance at Decem-
ber 31, 1998.... (4,370) 95,889
------------ --------
Payment for stock
in connection
with private
equity
investment and
AT&T
transaction..... -- 35,000
Issuance of stock
in connection
with Norfolk
transaction..... -- 2,169
Issuance of stock
in connection
with
Savannah/Athens
transaction..... -- 5,044
Deferred compen-
sation.......... (9,868) --
Amortization of
deferred compen-
sation.......... 936 936
Accreted divi-
dends........... -- (4,149)
Comprehensive
loss............
Unrealized gain
on securities.. -- 735
Net loss........ -- (64,712)
Total comprehen-
sive loss......
------------ --------
Balance at June
30, 1999........ $(13,302) $70,912
============ ========
</TABLE>

See accompanying notes to combined financial statements.

F-4
<PAGE>

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1998 1999
--------- ---------
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................ $ (6,903) $ (64,712)
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.................. 306 936
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

On June 8, 1999, Triton PCS, Inc. completed an exchange of personal
communication services licenses with AT&T. As part of this transaction, Triton
PCS, Inc. transferred Hagerstown and Cumberland, Maryland licenses that cover
approximately 512,000 potential customers, with an estimated value of $5.1
million, for Savannah and Athens, Georgia licenses that cover approximately
517,000 potential customers, with an estimated value of $15.5 million. The
Company also issued to AT&T 53,882 shares of Series A preferred stock and
42,739 shares of Series D preferred stock, with estimated values of $5.8
million and $4.6 million, respectively, in connection with the exchange. All
of the acquired licenses are continguous to the Company's existing service
area. The licensed areas in Savannah and Athens have not been built out and
are expected to be included in the current build-out plan developed for the
existing footprint.

(4) Capital Contributions

On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company 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, of which $45.0 million was received
on February 4, 1998 and $35.0 million was received on February 4, 1999. 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 the Company. The Company
has directed that all cash contributions subsequent to the initial cash
contributions be made directly to Triton PCS, Inc.

(5) Stock Compensation

In October 1997 the Company granted 3,159,416 shares of restricted common
stock to certain management employees. The shares are subject to five-year
vesting provisions. At the issuance date, the estimated value of the shares
was insignificant, and, accordingly, no deferred compensation was recognized.

F-6
<PAGE>

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

June 30, 1999

In February 1998 the Company granted 1,354,035 shares of restricted common
stock to certain employees and a trust intended for future grants. The shares
are subject to five-year vesting provisions. Deferred compensation for stock
granted to employees of $307,017, net of $30,671 forfeited for shares returned
to the trust, was recorded in 1998 based on the estimated fair value at the
date of issuance.

In June 1998 and December 1998, additional shares of 894,440 and 766,667,
respectively, were issued as anti-dilutive protection related to capital
contributions received by the Company for the Myrtle Beach and Norfolk
transactions. The shares are subject to five-year vesting provisions. Deferred
compensation of $2,848,773 and $2,332,800, respectively, was recorded for
stock granted to employees, including stock granted out of the trust, net of
forfeitures. Deferred compensation was recorded based on the estimated value
of the shares at the date of issuances.

In January 1999, the Company granted, through the trust, 61,746 shares of
restricted common stock to an employee and deferred compensation of $241,425
was recorded. The shares are subject to five-year vesting provisions. In March
1999, an employee terminated employment with the Company and forfeited
$140,209 of deferred compensation and returned 74,095 shares to the trust.

On June 8, 1999, 109,222 additional shares were issued as anti-dilutive
protection related to capital contributions received by the Company in
connection with the license exchange and acquisition transaction. The shares
are subject to five-year vesting provisions. Deferred compensation of
$1,226,218 was recorded based on the estimated value of the shares at the date
of issuance.

On June 30, 1999, the Company granted, through the trust, 593,124 shares of
restricted common stock to certain management employees. The shares are
subject to five-year vesting provisions. Deferred compensation of $8,540,986
was recorded based on the estimated fair value at the date of issuance.

(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 Events

On September 22, 1999, Triton PCS, Inc. sold and transferred to American
Tower Inc, a subsidiary of American Tower Corporation ("ATC"), 187 of its
towers, related assets and certain liabilities. The purchase price was $71.1
million, reflecting a purchase price of $380,000 per site. Triton PCS, Inc.
has also contracted with ATC for an additional 100 build-to-suit towers in
addition to its current 125 build-to-suit towers, and to extend its current
agreement for turnkey services for co-location sites through 2001. In
addition, Triton PCS, Inc. expects to receive an additional $1.52 million upon
the construction and sale to ATC of four additional tower facilities. An
affiliate of an investor has acted as the Company's financial advisor in
connection with the sale of the Company's personal communication towers.

The Company has also entered into a master lease agreement with ATC, in
which the Company has agreed to pay ATC monthly rent for the continued use of
the space that the Company occupied on the towers prior to the sale. The
initial term of the leases is 12 years and the monthly rental amount is
subject to certain escalation clauses over the life of the lease and related
options. Annual payments under the operating lease are $2.7 million.

F-7
<PAGE>

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1999

The carrying value of towers sold was $25.7 million. After $1.6 million of
selling costs, the gain on the sale of the towers is approximately $43.8
million, of which $11.7 million will be recognized immediately, and the
remaining $32.1 million will be deferred over the operating leases term.

On September 22, 1999, Triton entered into a fifth amendment to the
Company's credit facility, according to which the credit facility was
increased from $425.0 to $600.0 million.

On August 9, 1999, the Company granted, through the trust, 356,500 shares
of restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of approximately
$5,133,000 will be recorded based on the estimated fair value at the date of
issuance, of which approximately $1,797,000 will be recognized immediately.

In September 1999, the Company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of the
Company's Series C preferred stock for a purchase price of $4.35 per share.
Compensation expense will be recognized for the excess of the fair value at
the date of issuance over the amounts paid, which totaled $786,080.

F-8
<PAGE>

[This is the report which will be issued upon the effectiveness of the
stock split as described in Note 19.]

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, shareholders' equity (deficit) and cash
flows present fairly, in all material respects, the financial position of
Triton PCS Holdings, Inc. and Predecessor Company, as defined in Note 1 to the
combined financial statements, and its subsidiaries at 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.
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 of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the combined financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
October 7, 1999, except as to the
information in Note 19, for which the date
is , 1999

F-9
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED BALANCE SHEETS
(Dollars in thousands 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, 3,159,416 and 6,174,557 shares issued and
outstanding at December 31, 1997 and 1998,
respectively............................................ 32 62
Additional paid-in capital............................... -- 231,904
Subscription receivable.................................. -- (95,000)
Accumulated deficit...................................... (3,991) (36,731)
Deferred compensation.................................... (4,370)
------- --------
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-10
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF OPERATIONS
(Dollars in thousands 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
Amortization of deferred compensation.......... -- 1,120
--------- ----------
Total operating expenses..................... 2,741 37,098
Loss from operations......................... 2,741 20,520
Interest expense................................. 1,228 30,391
Interest and other (income)...................... (8) (10,635)
--------- ----------
Loss before income taxes......................... 3,961 40,276
Income taxes (benefit)........................... -- (7,536)
--------- ----------
Net loss......................................... 3,961 32,740
Accretion of preferred stock..................... -- 6,853
--------- ----------
Net loss available to common shareholders........ $ 3,961 $ 39,593
========= ==========
Net loss per common share (Basic and Diluted).... $ (1.25) $ (8.18)
========= ==========
Weighted average common shares outstanding (Basic
and Diluted).................................... 3,159,418 4,841,520
========= ==========
Pro forma net loss per common share (Unaudited).. $ (1.04)
==========
Pro forma weighted average common shares
outstanding (Unaudited)......................... 38,044,392
==========
</TABLE>

See accompanying notes to combined financial statements.

F-11
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(Dollars in thousands)

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 Subscription Accumulated
Stock Stock Stock Stock Capital Receivable Deficit
---------- --------- --------- ------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of common
stock.................. $ -- $-- $-- $32 $ -- $ -- $ (30)
Net loss................ -- -- -- -- -- -- (3,961)
------- ---- ---- --- -------- -------- --------
Balance at December 31,
1997................... -- -- -- 32 -- -- (3,991)
------- ---- ---- --- -------- -------- --------
Issuance of stock in
connection with private
equity investment and
AT&T transaction (notes
3 and 15).............. 73,237 14 4 13 169,293 (95,000) --
Issuance of stock in
connection with Myrtle
Beach transaction (note
4)..................... -- 3 -- 9 35,079 -- --
Issuance of stock in
connection with Norfolk
transaction (note 4)... -- 2 1 8 28,895 -- --
Deferred compensation... -- -- -- -- 5,490 -- --
Amortization of deferred
compensation........... -- -- -- -- -- -- --
Redemption of Series C
Preferred Stock........ -- -- -- -- (3,560) -- --
Re-issuance of Series C
Preferred Stock........ -- -- -- -- 3,560 -- --
Accreted dividends...... 6,853 -- -- -- (6,853) -- --
Net loss................ -- -- -- -- -- -- (32,740)
------- ---- ---- --- -------- -------- --------
Balance at December 31,
1998................... $80,090 $ 19 $ 5 $62 $231,904 $(95,000) $(36,731)
- --------------------------------------------------
======= ==== ==== === ======== ======== ========
<CAPTION>
Deferred
Compensation Total
------------ --------
<S> <C> <C>
Issuance of common
stock.................. $ -- $ 2
Net loss................ -- (3,961)
------------ --------
Balance at December 31,
1997................... -- (3,959)
------------ --------
Issuance of stock in
connection with private
equity investment and
AT&T transaction (notes
3 and 15).............. -- 74,324
Issuance of stock in
connection with Myrtle
Beach transaction (note
4)..................... -- 35,091
Issuance of stock in
connection with Norfolk
transaction (note 4)... -- 28,906
Deferred compensation... (5,490) --
Amortization of deferred
compensation........... 1,120 1,120
Redemption of Series C
Preferred Stock........ -- (3,560)
Re-issuance of Series C
Preferred Stock........ -- 3,560
Accreted dividends...... -- (6,853)
Net loss................ -- (32,740)
------------ --------
Balance at December 31,
1998................... (4,370) $95,889
- --------------------------------------------------
============ ========
</TABLE>

See accompanying notes to combined financial statements.

F-12
<PAGE>

TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<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) $ (32,740)
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
Amortization of deferred compensation........... -- 1,120
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-13
<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 initial 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-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

(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-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

(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-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

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 (44,063,791 shares of
Common Stock post split) 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 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-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

(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-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

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-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

The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million 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.

The Myrtle Beach Acquisition was funded through the use of proceeds from
the Subordinated Debt offering (see note 10) and the issuance of 350,000
shares of Series C preferred stock (8,050,000 shares of Common Stock post
split), valued at $35.0 million, to certain cash equity shareholders. In
addition, 894,440 shares of Common Stock were issued as anti-dilutive
protection in accordance with a prior agreement among the shareholders.

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

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.

<TABLE>
<CAPTION>
1997 1998
--------- ---------
Unaudited
<S> <C> <C>
Net revenues........................................ $ 23,608 $ 31,116
Net loss............................................ $ 47,336 $ 44,554
Accretion of preferred stock........................ -- 6,853
Net loss available to common shareholders........... 47,336 51,407
Net loss per common share........................... $ (11.68) $ (9.74)
Weighted average shares outstanding................. 4,053,888 5,280,173
</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. 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.

The Norfolk Acquisition was funded through the use of proceeds from the
Subordinated Debt offering (see note 10); the issuance of 134,813 shares of
Series D preferred stock, valued at $14.6 million, and the issuance of 165,187
shares of Series C preferred stock (3,799,301 shares of Common Stock post
split), valued at $16.5 million. In addition, 766,667 shares of Common Stock
were issued as anti-dilutive protection in accordance with a prior agreement
among the shareholders.

(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.

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

(6) Intangible Assets
<TABLE>
<CAPTION>
December 31,
--------------- Amortizable
1997 1998 Lives
------ -------- ------------
(in thousands)
<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>

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
----- --------
(in thousands)
<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%.

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

(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 collateralized 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 collateralized 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
collateralized 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.

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

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

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 collateralized 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 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, Triton PCS, Inc. 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. Triton PCS, Inc. has used and intends to use
the net proceeds from the Offering,

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

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. 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 Triton PCS, Inc., 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:

<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, Triton PCS, Inc. 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 Triton PCS, Inc., 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.

The Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS Inc. and are not guaranteed by Triton PCS Holdings,
Inc. The Guarantees are unsecured obligations of the guarantors, and are
subordinated in right to the full payment to all senior debt of the
guarantors, including all of their obligations under their guarantees of the
Credit Facility.

Upon a change in control, each holder of the Notes may require Triton PCS,
Inc. 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
------- -------- -------
(in thousands)
<S> <C> <C> <C>
Federal.......................................... $ -- $(7,054) $(7,054)
State............................................ $ -- $ (482) $ (482)
------ ------- -------
$ -- $(7,536) $(7,536)
====== ======= =======
</TABLE>

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

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............................................... -- (0.53%)
------ ------
Effective Tax Rate..................................... 0.00% 18.71%
====== ======
</TABLE>

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
------- -------
(in thousands)
<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 $17,771,000 in connection with
the contribution of licenses pursuant to the AT&T transaction (note 3).

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

(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
-------- ---------- -------- ----------
(in thousands)
<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)
------- ---------- -----------
(in thousands)
<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-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

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)
-------- ----- -------- -------- ----------
(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>

(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-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

(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
--------- -------
(in thousands)
<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 (32,200,000
shares of Common Stock post split) 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-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

<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, (69,000,000 shares of Common Stock post
split) (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-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

The Series C preferred stock ("Series C") is convertible into common stock
on a 23:1 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 (818,800
shares of Class A Common Stock post split) 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 3,159,416 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 1,354,035 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 388,148
shares of common stock that vest ratably over a five-year period to certain
key employees.

In connection with the acquisition of the Myrtle Beach System and the
Norfolk Acquisition (see note 4), the Company issued 894,440 and 766,667
shares of common stock, respectively, to or for the benefit of management
stockholders and independent directors (see note 5). The estimated value of
the shares was insignificant, and, accordingly, no deferred compensation was
recognized.

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-31
<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
------ --------
(in thousands)
<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>

(19) Subsequent Events

In October 1999, the board of directors approved a 23-for-1 stock split
effective immediately prior to the initial public offering. All common stock
share data have been retroactively adjusted to reflect this change.

F-32
<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.

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 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-33
<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-34
<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-35
<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-36
<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-37
<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-38
<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-39
<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-40
<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-41
<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-42
<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-43
<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-44
<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-45
<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-46
<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-47
<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-48
<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-49
<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-50
<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-51
<PAGE>

Triton PCS Holdings, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 1998
(Dollars in thousands, 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
Amortization of deferred
compensation............ 1,120 -- -- 1,120
--------- ------- --------- ---------
Total costs and
expenses.............. 37,098 12,536 1,889 51,523
--------- ------- --------- ---------
Income (loss) from
operations................ (20,520) 2,002 (1,889) (20,407)
Interest expense and other,
net....................... 19,756 3,566 8,361 31,683
--------- ------- --------- ---------
Loss before taxes.......... (40,276) (1,564) (10,250) (52,090)
Tax benefit................ 7,536 598 (598) 7,536
--------- ------- --------- ---------
Net loss................... (32,740) $ (966) $ (10,848) (44,554)
======= =========
Accretion of preferred
stock..................... (6,853) (6,853)
--------- ---------
Net loss available to
common shareholders....... $ (39,593) $ (51,407)
========= =========
Basic and diluted net loss
per common share.......... $ (8.18) $ (9.74)
========= =========
Weighted average common
shares outstanding (basic
and diluted).............. 4,841,520 5,280,173
========= =========
</TABLE>

F-52
<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, which amounted to approximately $136.0 million
and the adjusted depreciation expense related to the fixed assets
purchased, which amounted to approximately $24.9 million over an
estimated useful life of eight years.

. Pro forma interest expense includes (1) interest on the $313.6 million
of Subordinated Debt at a rate of 11% per year as of December 31, 1998
and (2) interest on the $75.0 million of initial borrowings under the
Credit Facility 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
by $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.

. Pro forma combined basic and diluted net loss per common share for the
year ended December 31, 1998 is computed using the weighted average of
shares of common stock outstanding during the period and gives effect to
the issuance of common shares related to the Myrtle Beach acquisition,
assuming that this acquisition had taken place on January 1, 1998.

F-53
<PAGE>

Photo collage showing the following:

(1) Cell site;
(2) SunCom marketing van in front of SunCom retail store;
(3) Individual talking on a wireless phone;
(4) Customer care center employees at customer care stations;
(5) Nokia wireless phone; and
(6) Customer interaction at representative store.

Triton PCS logo 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS (SUBJECT TO COMPLETION)

ISSUED OCTOBER 20, 1999

9,375,000 Shares
[LOGO OF TRITON PCS, INC. APPEARS HERE]
Triton PCS Holdings, Inc.
CLASS A COMMON STOCK

-----------

WE HAVE APPLIED FOR QUOTATION OF THE CLASS A COMMON STOCK ON THE NASDAQ
NATIONAL MARKET UNDER THE SYMBOL "TPCS."

-----------

INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.

-----------

PRICE $ A SHARE

-----------

Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional 1,406,250 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 SECURITIES, INC.

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................................................. $ 50,952
NASD Filing Fee.................................................. 18,828
Blue Sky Fees and Expenses....................................... 10,000
Legal Fees and Expenses.......................................... 990,000
Accounting Fees and Expenses..................................... 150,000
Printing and Engraving Fees...................................... 200,000
Miscellaneous.................................................... 100,000
----------
Total............................................................ $1,519,780
==========
</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 second 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 second
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. Under the applicable
provisions of the Delaware General Corporation Law, in general, a corporation
may indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any action, suit
or proceeding brought by third parties to which they may be made parties by
reason of their being or having been directors, officers, employees or agents
and shall so indemnify such persons only if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. The second restated
certificate of incorporation gives Triton the power to indemnify its officers,
directors, employees and agents to the full extent permitted by Delaware law.

II-1
<PAGE>

Immediately prior to the consummation of the offering, Triton plans to
enter into indemnification agreements with each of its directors and certain
of its executive officers which generally provide for indemnification of the
director or officer to the fullest extent provided by law. In addition, Triton
has purchased directors' and officers' liability insurance coverage for its
directors and certain of its officers in amounts customary for similarly
situated companies.

Item 15. Recent Sales of Unregistered Securities

The information set forth in this Item 15 gives effect to a 23-for-1 stock
split of the Registrant's outstanding common stock to be effected immediately
prior to the completion of the offering.

In October 1997, the Registrant issued to Michael Kalogris and Steven
Skinner 1,805,380.40 shares and 1,354,035.30 shares, respectively, of its
Common Stock in connection with the Registrant's formation. The 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
72,215.17 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. To date,
$35 million of these commitments have been contributed, and we expect to
receive the remaining $60 million by November 30, 1999. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

In February 1998, the Registrant issued 315,941.8 shares of its Common
Stock to several of its officers and 965,878.33 shares of its Common Stock to
the trust established pursuant to the Registrant's Common Stock Trust
Agreement for Management Employees, dated as of February 4, 1998 in connection
with the closing of the transactions contemplated by the Securities Purchase
Agreement. The aggregate consideration paid for such securities was $557.31.
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 16,261 shares of its Common Stock from the trust established
pursuant to its Restated Common Stock Trust for Management Stockholders and

II-2
<PAGE>

Independent Directors dated as of June 26, 1998. 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 709,474.56 shares of its Common Stock
to its management stockholders and independent directors and 184,965.08 shares
of its Common Stock to the trust established pursuant to its Amended and
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 $388.89. 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 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
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 596,623.91 shares of its Common
Stock to its management stockholders and independent directors and 170,042.68
shares of its Common Stock to the trust established pursuant to its Amended
and 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 $333.33. 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
61,745.57 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 85,154.05 shares of its Common Stock to
its management stockholders and independent directors and 24,067.89 shares of
its Common Stock to the trust established pursuant to its Amended and 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

II-3
<PAGE>

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
42,366 shares of its Common Stock from the trust established pursuant to its
Amended and 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 42,366 shares of
its Common Stock from the trust established pursuant to its Amended and
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 356,500 shares of its Common Stock from the trust established pursuant to
its Amended and 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.

In September 1999, the Registrant issued to its two independent directors
and one of its officers an aggregate of 3,400 shares of its Series C
Convertible Preferred Stock pursuant to stock purchase agreements with each of
such individuals. The aggregate consideration paid for such securities was
$340,000. Such securities were issued pursuant to the exemption set forth in
Section 4(2) of the Securities Act.

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 Form of Second Restated Certificate of Incorporation of Triton PCS
Holdings, Inc.

*3.5 Amended and Restated Bylaws of Triton PCS Holdings, Inc.

**3.6 Form of Second 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
Class A common stock.

10.1 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association
(incorporated by reference to Exhibit 4.1 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).

10.2 First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries,
for the quarter ended March 31, 1999).

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 (incorporated by reference to Exhibit
10.1 to the Form S-4 Registration Statement of Triton PCS, Inc. and
its subsidiaries, File No. 333-57715).
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
-------
<C> <S>
10.4 First Amendment, Consent and Waiver, dated as of April 16, 1998, to
the Credit Agreement (incorporated by reference to Exhibit 10.2 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

10.5 Second Amendment, dated as of July 29, 1998, to the Credit Agreement
(incorporated by reference to Exhibit 10.2.1 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

10.6 Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
(incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton
PCS, Inc. and its subsidiaries, for the quarter ended March 31, 1999).

*10.7 Fifth Amendment, dated as of September 22, 1999, to the Credit
Agreement

10.8 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. (incorporated
by reference to Exhibit 10.3 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).

10.9 Amendment No. 1 to Securities Purchase Agreement, dated as of March
10, 1998 (incorporated by reference to Exhibit 10.4 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.10 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. (incorporated by reference to
Exhibit 10.5 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).

10.11 Asset Purchase Agreement, dated as of March 10, 1998, between Triton
PCS, Inc. and Vanguard Cellular Systems of South Carolina, Inc.
(incorporated by reference to Exhibit 10.6 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.12 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 (incorporated by reference to
Exhibit 10.7 to Amendment No. 1 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).

*10.13 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.

*10.14 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.

*10.15 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.

10.16 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. (incorporated by reference to Exhibit 10.8 to the Form
S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).

*10.17 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.
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Exhibit
-------
<C> <S>
*10.18 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.

10.19 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
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 (incorporated by reference
to Exhibit 10.9 to the Form S-4 Registration Statement of Triton
PCS, Inc. and its subsidiaries, File No. 333-57715).

*10.20 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.

*10.21 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.

10.22 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 (incorporated
by reference to Exhibit 10.10 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).

10.23 Intercarrier Roamer Service Agreement, dated as of February 4,
1998, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit
10.11 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).

*10.24 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.

*10.25 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.

++10.26 Ericsson Acquisition Agreement, dated as of March 11, 1998,
between Triton Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.15 to Amendment No. 2 to
the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

***++++10.27 First Addendum to Acquisition Agreement, dated as of May 24,
1999, between Triton PCS Equipment Company L.L.C. and Ericsson,
Inc.
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Exhibit
-------
<C> <S>
10.28 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.29 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 (incorporated by reference to Exhibit 10.16.1 to
Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).

10.30 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 (incorporated by reference to Exhibit
10.39 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).

10.31 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 (incorporated by reference to Exhibit
10.40 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).

10.32 Employment Agreement, dated as of January 8, 1998, between Triton
Management Company and Clyde Smith (incorporated by reference to
Exhibit 10.17 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).

10.33 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner (incorporated by reference to
Exhibit 10.18 to Amendment No. 1 to the Form
S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).

10.34 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 (incorporated by reference to Exhibit 10.18.1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

10.35 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of December 31, 1998 (incorporated by reference to
Exhibit 10.41 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.36 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
Skinner, dated as of June 8, 1999 (incorporated by reference to
Exhibit 10.42 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.37 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998
(incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

10.38 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 (incorporated by reference
to Exhibit 10.20 to Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
57715).
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
++10.39 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp (incorporated by
reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.40 Independent Director Stock Award Plan adopted as of February 4, 1998
(incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).

10.41 Asset Purchase Agreement dated as of August 20, 1998 between Triton
PCS Holdings, Inc. and AT&T Wireless PCS, Inc (incorporated by
reference to Exhibit 10.29 to Amendment No. 1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).

10.42 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 (incorporated by reference to Exhibit 10.38 to
Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).

10.43 Form of Stockholders Letter Agreement for management employees
(incorporated by reference to Exhibit 10.43 to Post-Effective
Amendment No. 2 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).

10.44 Form of Stockholders Letter Agreement for independent directors
(incorporated by reference to Exhibit 10.44 to Post-Effective
Amendment No. 2 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).

***10.45 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan.

***10.46 Triton PCS Holdings, Inc. Employee Stock Purchase Plan.

**10.47 Form of First Amended and Restated Stockholders' Agreements among
AT&T Wireless PCS, L.L.C., 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, Patricia
Gallagher and David Standig

**10.48 Form of Amendment No. 1 to Investors Stockholders' Agreement 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

**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 PricewaterhouseCoopers 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>
- --------
* Previously filed with the Registration Statement.

** Filed herewith.

*** Refiled herewith.

++ 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,

II-8
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

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

Our audits of the combined financial statements of Triton PCS Holdings, Inc.
and Predecessor Company, as defined in Note 1 to the combined financial
statements, and its subsidiaries referred to in our report dated October 7,
1999, except as to the information in Note 19, for which the date is , 1999
appearing in this Registration Statement on Form S-1 also included an audit of
the financial statement schedule. In our opinion, the financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related combined financial
statements.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

October 7, 1999, except as to the information in Note 19, for which the date is
, 1999

II-9
<PAGE>

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>

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 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-10
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TRITON PCS
HOLDINGS, INC. HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MALVERN, COMMONWEALTH OF PENNSYLVANIA, ON OCTOBER
20, 1999.

Triton PCS Holdings, Inc.

/s/ Michael Kalogris
By: _________________________________
MICHAEL KALOGRIS
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF
DIRECTORS

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE 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 October 20, 1999
______________________________________ and Chairman of the Board
MICHAEL KALOGRIS of Directors (Principal
Executive Officer)

* President, Chief Operating October 20, 1999
______________________________________ Officer and Director
STEVEN SKINNER

* Senior Vice President, October 20, 1999
______________________________________ Chief Financial Officer
DAVID D. CLARK and Secretary (Principal
Financial Officer)

* Vice President and October 20, 1999
______________________________________ Controller (Principal
WILLIAM A. ROBINSON Accounting Officer)

* Director October 20, 1999
______________________________________
SCOTT ANDERSON

* Director October 20, 1999
______________________________________
JOHN BELETIC

* Director October 20, 1999
______________________________________
ARNOLD CHAVKIN
</TABLE>

II-11
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Director October 20, 1999
______________________________________
Mary Hawkins-Key

* Director October 20, 1999
______________________________________
John Watkins
</TABLE>

*Power of Attorney

Michael Kalogris, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with
the Securities and Exchange Commission.

/s/ Michael Kalogris
By: _________________________________
Michael Kalogris
Attorney-in-fact

II-12

<PAGE>

EXHIBIT 1.1

_______________ Shares

TRITON PCS HOLDINGS, INC.

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

UNDERWRITING AGREEMENT

__________, 1999
<PAGE>

_____________, 1999

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Salomon Smith Barney Inc.
First Union Securities, Inc.
J.P. Morgan Securities Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Morgan Stanley & Co. International Limited
Lehman Brothers International (Europe)
Salomon Brothers International Limited
First Union Securities, Inc.
J.P. Morgan Securities Ltd.
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England

Dear Sirs and Mesdames:

Triton PCS Holdings, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to the several Underwriters (as defined below)
________________ shares of its Class A Common Stock, par value $.01 per share,
(the "Firm Shares").

It is understood that, subject to the conditions hereinafter stated,
____________ Firm Shares (the "U.S. Firm Shares") will be sold to the several
U.S. Underwriters named in Schedule I hereto (the "U.S. Underwriters") in
connection with the offering and sale of such U.S. Firm Shares in the United
States and Canada to United States and Canadian Persons (as such terms are
defined in the Agreement Between U.S. and International Underwriters of even
date herewith), and __________ Firm Shares (the "International Shares") will be
sold to the several International Underwriters named in Schedule II hereto (the
"International Underwriters") in connection with the offering and sale of such
International Shares outside the United States and Canada to persons other than
<PAGE>

United States and Canadian Persons. Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., Salomon Smith Barney Inc., First Union Securities, Inc. and J.P.
Morgan Securities Inc. shall act as representatives (the "U.S. Representatives")
of the several U.S. Underwriters, and Morgan Stanley & Co. International
Limited, Lehman Brothers International (Europe), Salomon Brothers International
Limited, First Union Securities, Inc. and J.P. Morgan Securities Ltd. shall act
as representatives (the "International Representatives") of the several
International Underwriters. The U.S. Underwriters and the International
Underwriters are hereinafter collectively referred to as the Underwriters.

The Company also proposes to issue and sell to the several U.S.
Underwriters not more than an additional __________ shares of its Class A Common
Stock, $.01 par value (the "Additional Shares") if and to the extent that the
U.S. Representatives shall have determined to exercise, on behalf of the U.S.
Underwriters, the right to purchase such shares of common stock granted to the
U.S. Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares
are hereinafter collectively referred to as the "Shares." In connection with
the offering of the Shares, the Company will consummate the following
transactions (collectively, the "Stock Conversion"): (a) each existing share of
the Company's common stock will be converted into [twenty three] shares of Class
A Common Stock; (b) certain outstanding shares of the Company's Series C
Preferred Stock owned by J.P. Morgan Investment Corporation will be converted
into shares of the Company's Class B Stock, $.01 par value, on a [twenty-three-
for-one] basis, and (c) all other outstanding shares of the Company's Series C
Preferred Stock will be converted into shares of the Company's Class A Common
Stock, $.01 par value, on a [twenty-three-for-one] basis. The shares of Class A
Common Stock, $.01 par value and Class B Common Stock, $.01 par value of the
Company to be outstanding after giving effect to the sales contemplated hereby
and the Stock Conversion are hereinafter referred to collectively as the "Common
Stock."

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Shares. The registration
statement contains two prospectuses to be used in connection with the offering
and sale of the Shares: the U.S. prospectus, to be used in connection with the
offering and sale of Shares in the United States and Canada to United States and
Canadian Persons, and the international prospectus, to be used in connection
with the offering and sale of Shares outside the United States and Canada to
persons other than United States and Canadian Persons. The international
prospectus is identical to the U.S. prospectus except for the outside front
cover page. The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the

2
<PAGE>

"Registration Statement"; the U.S. prospectus and the international prospectus
in the respective forms first used to confirm sales of Shares are hereinafter
collectively referred to as the "Prospectus." If the Company has filed an
abbreviated registration statement to register additional shares of Common Stock
pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462 Registration Statement.

Lehman Brothers Inc. ("Lehman Brothers") has agreed to reserve a portion of
the Shares to be purchased by it under this Agreement for sale to the Company's
directors, officers, employees and business associates and other parties related
to the Company (collectively, "Participants"), as set forth in the Prospectus
under the heading "Underwriters" (the "Directed Share Program"). The Shares to
be sold by Lehman Brothers pursuant to the Directed Share Program are referred
to hereinafter as the "Directed Shares." Any Directed Shares not orally
confirmed for purchase by any Participants by the end of the business day on
which this Agreement is executed will be offered to the public by the
Underwriters as set forth in the Prospectus.

1. Representations and Warranties. The Company represents and warrants to
and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or, to the Company's
knowledge, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, (ii the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder and (ii the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or
omissions in the Registration Statement or the Prospectus based upon
information relating to any Underwriter furnished to the

3
<PAGE>

Company in writing by such Underwriter through you expressly for use
therein.

(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(d) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole; all of the issued shares of capital stock of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid
and non-assessable and are owned directly by the Company, free and clear of
all liens, encumbrances, equities or claims, other than liens granted to
the lenders (the "Credit Facility Liens") under Triton PCS, Inc.'s credit
facility, as described in the Prospectus.

(e) This Agreement has been duly authorized, executed and delivered by
the Company.

(f) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

(g) The shares of Common Stock outstanding prior to the issuance of
the Shares have been duly authorized and are validly issued, fully paid and
non-assessable; the shares of Common Stock to be issued in the Stock
Conversion have been duly authorized and, when issued and delivered in
exchange for the Company's existing shares of Common Stock and Series C
Preferred Stock will be validly issued, fully paid and non-assessable and
the issuance of such

4
<PAGE>

shares of Common Stock will not be subject to any preemptive or similar
rights.

(h) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares will
not be subject to any preemptive or similar rights.

(i) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement and the
consummation of the Stock Conversion will not contravene any provision of
applicable law or the certificate of incorporation or by-laws of the
Company or any agreement or other instrument binding upon the Company or
any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement or in
connection with the Stock Conversion, except such as may be required by the
securities or Blue Sky laws of the various states, the laws of any foreign
jurisdiction or the Conduct Rules of NASD Regulation, Inc. in connection
with the offer and sale of the Shares.

(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).

(k) There are no legal or governmental proceedings pending or, to the
Company's knowledge, threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or filed as
required.

(l) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed

5
<PAGE>

pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

(m) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.

(n) The Company and its subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (ii are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(o) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(p) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to (i) require the
Company to file a registration statement under the Securities Act with
respect to any securities of the Company, except as described in the
Prospectus or (ii) require the Company to include such securities with the
Shares registered pursuant to the Registration Statement.

(q) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) the Company and
its subsidiaries have not incurred any material liability or obligation,
direct or contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) the Company has not purchased any of its

6
<PAGE>

outstanding capital stock, nor declared, paid or otherwise made any
dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and (ii there has not been any material
change in the capital stock, short-term debt or long-term debt of the
Company and its consolidated subsidiaries, except in each case as described
in the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).

(r) The Company and its subsidiaries have marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them that is material to the business of the Company and
its subsidiaries, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Prospectus or such as do
not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and
its subsidiaries; and any real property and buildings held under lease by
the Company and its subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries, in each case except as
described in the Prospectus.

(s) Except in each case as described in or contemplated by the
Prospectus, the Company and its subsidiaries own or possess, or can acquire
on reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names currently
employed by them in connection with the business now operated by them, and
neither the Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to
any of the foregoing which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would result in any material
adverse change in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken
as a whole.

(t) No material labor dispute with the employees of the Company or any
of its subsidiaries exists, except as described in or contemplated by the
Prospectus, or, to the knowledge of the Company, is imminent; and the
Company is not aware of any existing, threatened or imminent labor
disturbance by the employees of any of its principal suppliers,
manufacturers or contractors that could result in any material

7
<PAGE>

adverse change in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken
as a whole.

(u) The Company and each of its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which they
are engaged; neither the Company nor any such subsidiary has been refused
any insurance coverage sought or applied for; and neither the Company nor
any such subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely
affect the condition, financial or otherwise, or the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, except as
described in the Prospectus.

(v) The Company and its subsidiaries possess all licenses,
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such licenses,
certificates, authorizations and permits would not, singly or in the
aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole, and neither the Company nor any such
subsidiary has received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authorization
or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material adverse
change in the condition, financial or otherwise, or in the earnings,
business or operations of the Company and its subsidiaries, taken as a
whole, except as described in the Prospectus.

(w) The Company and its subsidiaries (i) are in compliance with any
and all applicable federal, state and local laws and regulations relating
to wireless communications services ("Telecom Laws"), (ii have received all
permits, licenses or other approvals ("Telecom Licenses") required of them
under applicable Telecom Laws to conduct their respective businesses, all
of which were validly issued and are in full force and effect, with no
material restrictions or qualifications except as described in the
Prospectus (exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement) and (ii are in compliance with all terms and
conditions of any such Telecom License, except where such noncompliance
with Telecom Laws, failure to receive required Telecom Licenses, failure to
have such Telecom Licenses be validly issued or in

8
<PAGE>

full force and effect, or failure to comply with the terms and conditions
of such Telecom Licenses would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.

(x) Each of the Company and its subsidiaries has filed with the
Federal Communication Commission (the "FCC") all necessary and material
reports, documents, instruments, information and applications required to
be filed pursuant to the FCC's rules, regulations and requests.

(y) The Company has no reason to believe, and does not believe, that
the Telecom Licenses will not be renewed for a full term when they are due
for renewal.

(z) Except as described in the Prospectus (exclusive of any amendments
or supplements thereto subsequent to the date of this Agreement), each of
(A) the agreements described in the Prospectus under the heading "Certain
Relationships and Related Party Transactions--The AT&T Agreements", (B)
Triton PCS's credit facility dated as of February 3, 1998, as amended as of
September 22, 1999 and (C) the securities purchase agreement described in
the Prospectus under the heading "Certain Relationships and Related Party
Transactions--The Securities Purchase Agreement" are in full force and
effect. Neither the Company nor any of its subsidiaries is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under (i) any of those agreements or (ii) any other indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which any of
them are bound, except for violations and defaults which individually and
in the aggregate are not material to the Company and its subsidiaries,
taken as a whole.

(aa) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general
or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (ii
access to assets is permitted only in accordance with management's general
or specific authorization; and (iv the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.

9
<PAGE>

(bb) Except as described in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this
Agreement), the Company has not sold, issued or distributed any shares of
Common Stock during the six-month period preceding the date hereof,
including any sales pursuant to Rule 144A under, or Regulation D or S of,
the Securities Act, other than those described in Part II of the
Registration Statement under Item 15 and shares issued pursuant to employee
benefit plans, qualified stock option plans or other employee compensation
plans or pursuant to outstanding options, rights or warrants.

(cc) The Company has reviewed its operations and that of its
subsidiaries to evaluate the extent to which the business or operations of
the Company or any of its subsidiaries will be affected by the "Year 2000
Problem" (that is, any significant risk that the computer hardware or
software applications used by the Company and its subsidiaries will not, in
the case of dates or time periods occurring after December 31, 1999,
function at least as effectively as in the case of dates or time periods
occurring prior to January 1, 2000); as a result of such review, (i) the
Company has no reason to believe, and does not believe, that (A) there are
any issues related to the Company's preparedness to address the Year 2000
Problem that are of a character required to be described or referred to in
the Registration Statement or the Prospectus which have not been accurately
described in the Registration Statement or the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement)
and (B) the Year 2000 Problem will have a material adverse effect on the
Company and its subsidiaries, taken as a whole and (ii) the Company
reasonably believes, after reasonable inquiry, that the suppliers, vendors,
customers or other material third parties used or serviced by the Company
and such subsidiaries are addressing or will address the Year 2000 Problem
in a timely manner, except to the extent that a failure to address the Year
2000 Problem by any supplier, vendor, customer or material third party
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(dd) The Company has not offered, or caused Lehman Brothers to offer,
Shares to any person pursuant to the Directed Share Program with the
specific intent to unlawfully influence (i) a customer or supplier of the
Company to alter the customer's or supplier's level or type of business
with the Company, or (ii) a trade journalist or publication to write or
publish favorable information about the Company or its products.

10
<PAGE>

(ee) The agreements filed as exhibits to the Registration Statement
are the only agreements material to the Company and its Subsidiaries, taken
as a whole.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective numbers of Firm Shares set forth in Schedules I and II
hereto opposite its names at U.S.$_____ a share ("Purchase Price").

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall
have a one-time right to purchase, severally and not jointly, up to __________
Additional Shares at the Purchase Price. If the U.S. Representatives, on behalf
of the U.S. Underwriters, elect to exercise such option, the U.S.
Representatives shall so notify the Company in writing not later than 30 days
after the date of this Agreement, which notice shall specify the number of
Additional Shares to be purchased by the U.S. Underwriters and the date on which
such shares are to be purchased. Such date may be the same as the Closing Date
(as defined below) but not earlier than the Closing Date nor later than ten
business days after the date of such notice. Additional Shares may be purchased
as provided in Section 4 hereof solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each U.S. Underwriter agrees, severally
and not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the U.S. Representatives may
determine) that bears the same proportion to the total number of Additional
Shares to be purchased as the number of U.S. Firm Shares set forth in Schedule I
hereto opposite the name of such U.S. Underwriter bears to the total number of
U.S. Firm Shares.

The Company hereby agrees 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 the Prospectus, (i) 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 (ii) 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 such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in

11
<PAGE>

cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to
be sold hereunder, (B) the issuance by the Company of shares of Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof of which the Underwriters have been advised in
writing or (C) the grant of options or stock under the Company's 1999 Stock and
Incentive Plan or Employee Stock Purchase Plan as in effect on the date hereof.

3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Company is further
advised by you that the Shares are to be offered to the public initially at
U.S.$_____ a share (the "Public Offering Price") and to certain dealers selected
by you at a price that represents a concession not in excess of U.S.$____ a
share under the Public Offering Price, and that any Underwriter may allow, and
such dealers may reallow, a concession, not in excess of U.S.$____ a share, to
any Underwriter or to certain other dealers.

4. Payment and Delivery. Payment for the Firm Shares shall be made to the
Company in Federal or other funds immediately available in New York City against
delivery of such Firm Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on ____________, 1999, or at
such other time on the same or such other date, not later than _________,
1999, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "Closing Date."

Payment for any Additional Shares shall be made to the Company in Federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 a.m., New York City time, on the date specified in the notice described in
Section 2 or at such other time on the same or on such other date, in any event
not later than _______, 1999, as shall be designated in writing by the U.S.
Representatives. The time and date of such payment are hereinafter referred to
as the "Option Closing Date."

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing

12
<PAGE>

Date or the Option Closing Date, as the case may be, for the respective accounts
of the several Underwriters, with any transfer taxes payable in connection with
the transfer of the Shares to the Underwriters duly paid, against payment of the
Purchase Price therefor.

5. Conditions to the Underwriters' Obligations. The obligations of the
Company to sell the Shares to the Underwriters and the several obligations of
the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than 4:30 p.m. (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the following
further conditions:

(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and

(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in Section 5(a)(i) above and to the
effect that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date and that the
Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before
the Closing Date.

13
<PAGE>

The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date an opinion
of Kleinbard, Bell & Brecker LLP, outside counsel for the Company, dated
the Closing Date, to the effect that

(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in Georgia,
Kentucky, North Carolina, Pennsylvania, South Carolina and Tennessee;

(ii) each subsidiary of the Company has been duly organized or
incorporated, is validly existing in good standing under the laws of
the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in Georgia, Kentucky, North Carolina, Pennsylvania, South
Carolina and Tennessee;

(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;

(iv) the shares of Common Stock outstanding prior to the issuance
of the Shares have been duly authorized and are validly issued, fully
paid and non-assessable;

(v) all of the issued shares of capital stock of each subsidiary
of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are, to such counsel's knowledge,
owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims, other than Credit Facility
Liens, as described in the Prospectus;

14
<PAGE>

(vi) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement and
the consummation of the Stock Conversion will not contravene any
provision of applicable law or the certificate of incorporation or by-
laws of the Company or any agreement listed in the Exhibit Index to the
Registration Statement at the time the Registration Statement becomes
effective, or, to the best of such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement or in connection with
the Stock Conversion, except such as may be required by the securities
or Blue Sky laws of the various jurisdictions in connection with the
offer and sale of the Shares by the Underwriters;

(vii) the statements (A) in the Prospectus under the captions
"The Wireless Communications Industry--Regulation", "--State Regulation
and Local Approvals", "Management--Employment Agreements", "Certain
Relationships and Related Transactions", "Description of Certain
Indebtedness", "Description of Capital Stock", "Certain Material United
States Tax Consequences to Non-U.S. Holders" and "Underwriters" (but
only as to the description of this Agreement) and (B) in the
Registration Statement in Items 14 and 15, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;

(viii) to such counsel's knowledge, such counsel does not know of
any legal or governmental proceedings pending or threatened to which
the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations,
contracts or other documents that

15
<PAGE>

are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required;

(ix) such counsel (A) has no reason to believe that (except for
financial statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) the
Registration Statement and the prospectus included therein at the time
the Registration Statement became effective contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and (B) has no reason to believe that (except
for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief)
the Prospectus as of its date or as of the Closing Date contains any
untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(d) The Underwriters shall have received on the Closing Date an opinion
of Dow Lohnes & Albertson PLLC, outside counsel for the company, dated the
Closing Date, to the effect that:

(i) the Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or, to such counsel's
knowledge, similar rights;

(ii) the shares of Common Stock to be issued in connection with
the Stock Conversion have been duly authorized and, when issued and
delivered in exchange for the Company's existing shares of Common
Stock, Series C Preferred Stock [and Series D Preferred Stock], will be
validly issued, fully paid and non-assessable, and the issuance of such
shares of Common Stock will not be subject to any preemptive or, to
such counsel's knowledge, similar rights;

(iii) this Agreement has been duly authorized, executed and
delivered by the Company;

16
<PAGE>

(iv) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement and
the consummation of the Stock Conversion will not contravene any
provision of applicable law or the certificate of incorporation or by-
laws of the Company or any agreement listed in the Exhibit Index to the
Registration Statement at the time the Registration Statement becomes
effective, or, to the best of such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement or in connection with
the Stock Conversion, except such as may be required by the securities
or Blue Sky laws of the various jurisdictions in connection with the
offer and sale of the Shares by the Underwriters;

(v) the statements (A) in the Prospectus under the captions "The
Wireless Communications Industry--Regulation", "--State Regulation and
Local Approvals", "Management--Employment Agreements", "Certain
Relationships and Related Transactions", "Description of Certain
Indebtedness", "Description of Capital Stock", "Certain Material United
States Tax Consequences to Non-U.S. Holders" and "Underwriters" (but
only as to the description of this Agreement) and (B) in the
Registration Statement in Items 14 and 15, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;

(vi) the Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended;

(vii) such counsel (A) is of the opinion that the Registration
Statement and Prospectus (except for financial

17
<PAGE>

statements and schedules and other financial and statistical data
included therein as to which such counsel need not express any opinion)
comply as to form in all material respects with the Securities Act and
the applicable rules and regulations of the Commission thereunder, (B)
has no reason to believe that (except for financial statements and
schedules and other financial and statistical data as to which such
counsel need not express any belief) the Registration Statement and the
prospectus included therein at the time the Registration Statement
became effective contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (C) has no
reason to believe that (except for financial statements and schedules
and other financial and statistical data as to which such counsel need
not express any belief) the Prospectus as of its date or as of the
Closing Date contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.

(e) The Underwriters shall have received on the Closing Date an opinion
of Dow Lohnes & Albertson PLLC, special regulatory counsel for the Company,
dated the Closing Date, in the form of Exhibit A hereto.

(f) The Underwriters shall have received on the Closing Date an opinion
of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing
Date, covering the matters referred to in Sections 5(d)(i), 5(d)(ii),
5(c)(vii),5(d)(v) (but only as to the statements in the Prospectus under
"Underwriters") and 5(d)(vii) above.

With respect to Sections 5(c)(ix) and 5(d)(vii) above, Dow, Lohnes &
Albertson PLLC, Kleinbard, Bell & Brecker LLP and Davis Polk & Wardwell may
state that their opinion and belief are based upon their participation in
the preparation of the Registration Statement and Prospectus and any
amendments or supplements thereto and review and discussion of the contents
thereof, but are without independent check or verification, except as
specified.

The opinions of Kleinbard, Bell & Brecker LLP and Dow, Lohnes &
Albertson PLLC described in Section 5(c), 5(d) and 5(e) above shall be
rendered to the Underwriters at the request of the Company and shall so
state therein.

18
<PAGE>

(g) The Underwriters shall have received, on each of the date hereof
and the Closing Date, letters dated the date hereof or the Closing Date, as
the case may be, in form and substance satisfactory to the Underwriters,
from each of (i) PricewaterhouseCoopers LLP, independent public accountants,
and (ii) Arthur Andersen LLP, independent public accountants, in each case
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectus; provided that the letters delivered on the
Closing Date shall use a "cut-off date" not earlier than the date hereof.

(h) The "lock-up" agreements, each substantially in the form of Exhibit
B hereto, between you and certain shareholders, officers and directors of
the Company relating to sales and certain other dispositions of shares of
Common Stock or certain other securities, delivered to you on or before the
date hereof, shall be in full force and effect on the Closing Date.

(i) The Stock Conversion shall have been consummated.

(j) The several obligations of the U.S. Underwriters to purchase
Additional Shares hereunder are subject to the delivery to the U.S.
Representatives on the Option Closing Date of such documents as they may
reasonably request with respect to the good standing of the Company, the due
authorization and issuance of the Additional Shares and other matters
related to the issuance of the Additional Shares.

6. Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

(a) To furnish to you, without charge, eleven copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the business day next
succeeding the date of this Agreement and during the period mentioned in
Section 6 below, as many copies of the Prospectus and any supplements and
amendments thereto or to the Registration Statement as you may reasonably
request.

(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such

19
<PAGE>

proposed amendment or supplement and not to file any such proposed
amendment or supplement to which you reasonably object, and to file with
the Commission within the applicable period specified in Rule 424(b) under
the Securities Act any prospectus required to be filed pursuant to such
Rule.

(c) If, during such period after the first date of the public offering
of the Shares as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by
an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you will furnish
to the Company) to which Shares may have been sold by you on behalf of the
Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as
so amended or supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law.

(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such states as you shall reasonably request.

(e) To make generally available to the Company's security holders and
to you as soon as practicable an earning statement covering the twelve-
month period ending ________, 2000 that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.

(f) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the
Company's counsel and the Company's accountants in connection with the
registration and delivery of the Shares under the Securities Act and all
other fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all

20
<PAGE>

printing costs associated therewith, and the mailing and delivering of
copies thereof to the Underwriters and dealers, in the quantities
hereinabove specified, (ii all costs and expenses related to the transfer
and delivery of the Shares to the Underwriters, including any transfer or
other taxes payable thereon, (ii the cost of printing or producing any Blue
Sky or Legal Investment memorandum in connection with the offer and sale of
the Shares under state securities laws and all expenses in connection with
the qualification of the Shares for offer and sale under state securities
laws as provided in Section 6 hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or
Legal Investment memorandum, (iv all filing fees and the reasonable fees
and disbursements of counsel to the Underwriters incurred in connection
with the review and qualification of the offering of the Shares by the
National Association of Securities Dealers, Inc., including, without
limitation, the reasonable fees and disbursements of counsel incurred on
behalf of Morgan Stanley in its capacity as "qualified independent
underwriter", (v) all fees and expenses in connection with the preparation
and filing of the registration statement on Form 8-A relating to the Common
Stock and all costs and expenses incident to listing the Shares on the
Nasdaq National Market, (vi the cost of printing certificates representing
the Shares, (vi the costs and charges of any transfer agent, registrar or
depositary, (vi the costs and expenses of the Company relating to investor
presentations on any "road show" undertaken in connection with the
marketing of the offering of the Shares, including, without limitation,
expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road
show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives and officers of the Company and any
such consultants, and the cost of any aircraft chartered in connection with
the road show, (ix all fees and disbursements of counsel incurred by the
Underwriters in connection with the Directed Share Program and stamp
duties, similar taxes or duties or other taxes, if any, incurred by the
Underwriters in connection with the Directed Share Program and (x) all
other costs and expenses incident to the performance of the obligations of
the Company hereunder for which provision is not otherwise made in this
Section. It is understood, however, that except as provided in this
Section, Section 7 entitled "Indemnity and Contribution", and the last
paragraph of Section 10 below, the Underwriters will pay all of their costs
and expenses, including fees and disbursements of their counsel, stock
transfer taxes payable on resale of any of the Shares by them and any
advertising expenses connected with any offers they may make.

21
<PAGE>

(g) To place stop transfer orders on any Directed Shares that have been
sold to Participants subject to the three month restriction on sale,
transfer, assignment, pledge or hypothecation imposed by NASD Regulation,
Inc. under its Interpretative Material 2110-1 on free-riding and
withholding to the extent necessary to ensure compliance with the three
month restrictions.

(h) To comply with all applicable securities and other applicable laws,
rules and regulations in each jurisdiction in which the Directed Shares are
offered in connection with the Directed Share Program.

7. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein; provided however, that
the foregoing indemnity agreement with respect to any preliminary prospectus
shall not inure to the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased Shares, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus (as
so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities.

(b) The Company also agrees to indemnify and hold harmless Morgan Stanley
& Co. and each person, if any, who controls Morgan Stanley within the meaning of
either Section 15 of the Act, or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages, liabilities and judgments incurred

22
<PAGE>

as a result of Morgan Stanley's participation as a "qualified independent
underwriter" within the meaning of Rule 2720 of the Conduct Rules of NASD
Regulation, Inc. in connection with the offering of the Shares, except for any
losses, claims, damages, liabilities, and judgments resulting from Morgan
Stanley's, or such controlling person's, gross negligence, bad faith or willful
misconduct.

(c) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Underwriter
set forth in Section 7 above, but only with reference to information relating to
such Underwriter furnished to the Company in writing by such Underwriter through
you expressly for use in the Registration Statement, any preliminary prospectus,
the Prospectus or any amendments or supplements thereto.

(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 7, 7 or 7, such person (the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 7(a) and Section 7(b), and by the
Company, in the case of parties indemnified pursuant to Section 7(c).
Notwithstanding anything contained herein to the contrary, if indemnity may be
sought pursuant to Section 7(b) hereof in respect of any such

23
<PAGE>

proceeding, then in addition to any separate firm for such indemnified parties,
the indemnifying party shall be liable for the reasonable fees and expenses of
not more than one separate firm (in addition to any local counsel) for Morgan
Stanley in its capacity as a "qualified independent underwriter" and all
persons, if any, who control Morgan Stanley within the meaning of either Section
15 of the Act or Section 20 of the Exchange Act. The indemnifying party shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 120 days after receipt by such
indemnifying party of the aforesaid request; (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 90 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed the indemnified party in accordance with such request prior to
the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

(e) To the extent the indemnification provided for in Section 7(a), 7(b) or
7(c) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Shares or (ii) if the allocation provided by
clause 7(e)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
7(e)(i) above but also the relative fault of the Company on the one hand and of
the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand in
connection with the offering of the Shares shall be deemed to

24
<PAGE>

be in the same respective proportions as the net proceeds from the offering of
the Shares (before deducting expenses) received by the Company and the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover of the Prospectus, bear to the
aggregate Public Offering Price of the Shares. The relative fault of the Company
on the one hand and the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective number of Shares they have purchased hereunder, and not joint.

(f) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 7(e). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 7
and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii any investigation made
by or on behalf of any Underwriter or any person controlling any Underwriter or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (ii acceptance of and payment for any of the Shares.

25
<PAGE>

8. Directed Share Program Indemnification. (a) The Company agrees to
indemnify and hold harmless Lehman Brothers and each person, if any, who
controls Lehman Brothers within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared
by the Company or with the prior written consent of the Company and counsel for
the Company for distribution to Participants in connection with the Directed
Share Program, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii caused by the failure of any Participant to pay for
and accept delivery of Directed Shares that the Participant has agreed to
purchase; or (ii related to, arising out of, or in connection with the Directed
Share Program other than losses, claims, damages or liabilities (or expenses
relating thereto) that are finally judicially determined to have resulted from
the bad faith or gross negligence of Lehman Brothers or such controlling person;
provided however, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of Lehman Brothers or any
controlling person, if a copy of the Prospectus (as then amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) was
not sent or given by or on behalf of Lehman Brothers to such person, if required
by law so to have been delivered, at or prior to the written confirmation of the
sale of the Directed Shares to such person, and if the Prospectus (as so amended
or supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities.

(b) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 8(a) (an "indemnified Lehman party"), the indemnified
Lehman party shall promptly notify the Company in writing and the Company, upon
request of the indemnified Lehman party, shall retain counsel reasonably
satisfactory to the indemnified Lehman party to represent the Lehman indemnified
party and any others the Company may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding. In any
such proceeding, any indemnified Lehman party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified Lehman party unless (i) the Company shall have agreed to the
retention of such counsel or (ii the named parties to any such proceeding
(including any impleaded parties) include both the Company and the indemnified
Lehman party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.

26
<PAGE>

The Company shall not, in respect of the legal expenses of any indemnified
Lehman party in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all indemnified Lehman parties. Any
such firm for the indemnified Lehman parties shall be designated in writing by
Lehman Brothers. The Company shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Company agrees to
indemnify the indemnified Lehman party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time any indemnified Lehman party shall have requested the Company to
reimburse it for fees and expenses of counsel as contemplated by the second and
third sentences of this paragraph, the Company agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 120 days after receipt by the Company
of the aforesaid request; (ii) the Company shall have received notice of the
terms of such settlement at least 90 days prior to such settlement being entered
into and (iii) the Company shall not have reimbursed the indemnified Lehman
party in accordance with such request prior to the date of such settlement. The
Company shall not, without the prior written consent of Lehman Brothers, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified Lehman party is or could have been a party and indemnity could have
been sought hereunder by such indemnified Lehman party, unless such settlement
includes an unconditional release of the indemnified Lehman party from all
liability on claims that are the subject matter of such proceeding.

(c) To the extent the indemnification provided for in Section 8(a) is
unavailable to an indemnified Lehman party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then the Company, in
lieu of indemnifying the indemnified Lehman party thereunder, shall contribute
to the amount paid or payable by the indemnified Lehman party as a result of
such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and Lehman Brothers on the other hand from the offering of the Directed
Shares or (ii) if the allocation provided by clause 8(c)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 8(c)(i) above but also the
relative fault of the Company on the one hand and of the indemnified Lehman
parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and of Lehman Brothers on the other hand in connection
with the offering of the Directed Shares shall be deemed to be in the same
respective proportions as the net proceeds from the offering of

27
<PAGE>

the Directed Shares (before deducting expenses) and the total underwriting
discounts and commissions received by Lehman Brothers for the Directed Shares,
bear to the aggregate Public Offering Price of the Directed Shares. If the loss,
claim, damage or liability is caused by an untrue or alleged untrue statement of
a material fact, the relative fault of the Company on the one hand and Lehman
Brothers on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement or the omission or
alleged omission relates to information supplied by the Company or by Lehman
Brothers and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

(d) The Company and Lehman Brothers agree that it would not be just or
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 8(c). The amount paid or
payable by the indemnified Lehman parties as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by the indemnified Lehman parties in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no indemnified Lehman party
shall be required to contribute any amount in excess of the amount by which the
total price at which the Directed Shares distributed to the public were offered
to the public exceeds the amount of any damages that such indemnified Lehman
party has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The remedies provided for in
this Section 8 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified Lehman party at law or in
equity.

(d) The indemnity and contribution provisions contained in this Section 8
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any indemnified Lehman party or the Company, its officers or directors or any
person controlling the Company and (iii) acceptance of and payment for any of
the Directed Shares.

9. Termination. This Agreement shall be subject to termination by notice
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, or the National Association of
Securities Dealers, Inc., (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
general

28
<PAGE>

moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities or (iv there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or
any calamity or crisis that, in your judgment, is material and adverse and (b)
in the case of any of the events specified in clauses 9 through 9, such event,
singly or together with any other such event, makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or the Option Closing Date, as the case may be, any
one or more of the Underwriters shall fail or refuse to purchase Shares that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares set forth
opposite their respective names in Schedule I or Schedule II bears to the
aggregate number of Firm Shares set forth opposite the names of all such non-
defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date; provided that in no event shall the
number of Shares that any Underwriter has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section 10 by an amount in excess of
one-ninth of such number of Shares without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Firm Shares and the aggregate number of Firm Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Firm Shares to be purchased, and arrangements satisfactory to you and
the Company for the purchase of such Firm Shares are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any such case either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. If, on the Option Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Additional Shares and the
aggregate number of Additional Shares with respect to which such default occurs
is more than one-tenth of the aggregate number of Additional Shares to be
purchased, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase Additional Shares or (ii)
purchase not less than the number of Additional Shares

29
<PAGE>

that such non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

11. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

Very truly yours,

TRITON PCS HOLDINGS, INC.

By:____________________________________________
Name:
Title:

30
<PAGE>

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC.
FIRST UNION SECURITIES, INC.
J.P. MORGAN SECURITIES INC.

Acting severally on behalf of themselves and the
several U.S. Underwriters named in Schedule
I hereto.

By: Morgan Stanley & Co. Incorporated

By:__________________________________________________________________
Name:
Title:

MORGAN STANLEY & CO. INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
SALOMON BROTHERS INTERNATIONAL LIMITED
FIRST UNION SECURITIES, INC.
J.P. MORGAN SECURITIES LTD.

Acting severally on behalf of themselves and the
several International Underwriters named in
Schedule II hereto.

By: Morgan Stanley & Co. International Limited

By:__________________________________________________________________
Name:
Title:

31
<PAGE>

SCHEDULE I

U.S. UNDERWRITERS

<TABLE>
<CAPTION>
Number of Firm Shares
Underwriter To Be Purchased
- ---------------------------------------- ----------------------
<S> <C>

Morgan Stanley & Co. Incorporated.....
Lehman Brothers Inc...................
Salomon Smith Barney Inc..............
First Union Securities, Inc...........
J.P. Morgan Securities Inc............
[NAMES OF OTHER U.S. UNDERWRITERS].... ________________________
Total U.S. Firm Shares........... ________________________
</TABLE>
<PAGE>

EXHIBIT A

[To be provided]
<PAGE>

SCHEDULE II

INTERNATIONAL UNDERWRITERS

<TABLE>
<CAPTION>
Number of Firm Shares
Underwriter To Be Purchased
- ----------------------------------------- --------------------------
<S> <C>
Morgan Stanley & Co. International Limited.....
Lehman Brothers International (Europe).........
Salomon Brothers International Limited.........
First Union Securities, Inc....................
J.P. Morgan Securities Ltd.....................
[NAMES OF OTHER INTERNATIONAL CO-
MANAGER].................................... __________________________________
Total International Firm Shares.............
==================================
</TABLE>
<PAGE>

EXHIBIT B

[FORM OF LOCK-UP LETTER]

____________, 1999

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and Morgan Stanley & Co. International Limited ("MSIL") propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") with Triton
PCS Holdings, Inc., a Delaware corporation (the "Company") providing for the
public offering (the "Public Offering") by the several Underwriters, including
Morgan Stanley and MSIL (the "Underwriters") of ___ shares (the "Shares") of the
Class A Common Stock, $.01 par value, of the Company (together with the
Company's Class B Common Stock, $.01 par value, the "Common Stock").

To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
<PAGE>

hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the final prospectus relating
to the Public Offering (the "Prospectus"), (1) 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 (2) 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 such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (a) transactions relating
to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Public Offering, (b) the pledge by the
undersigned of Common Stock to the Company pursuant to the terms of the
Securities Purchase Agreement dated as of October 8, 1997 among the Company and
the stockholders party thereto or (c) bona fide gifts, sales or other
dispositions of shares of any class of the Company's capital stock, in each case
that are made exclusively between and among the undersigned or members of the
undersigned's family, or affiliates of the undersigned; provided that it shall
be a condition to any such transfer under clause (c) that (i) the transferee
execute an agreement to the effect set forth herein in form and substance
reasonably satisfactory to Morgan Stanley, and (ii) if the undersigned is a
reporting person subject to Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), any gift, sale or other disposition made
in accordance with this clause (c) shall only be permitted if it does not
require the undersigned to file, and the undersigned agrees not to voluntarily
file, a report of such transaction on Form 4 under the Exchange Act. In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.

2
<PAGE>

Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.

Very truly yours,

-------------------------------------------------
Name

-------------------------------------------------
Address
<PAGE>

CROSS-REFERENCE TARGET LIST
===========================

NOTE: Due to the number of targets some target names may not appear in the
target pull-down list.
(This list is for the use of the wordprocessor only, is not a part of this
document and may be discarded.)

ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME
======================================== =========================== =========================== ============================

<S> <C>
1................... represents warrants 7(d)........promptly notify
1(a)...........................regst.eff 7(e)........each contribute
1(b).....................regstmnt untrue 7(e)(i)..........proportion
1(c).......................valid company 7(f)......just or equitable
1(d)................... valid subsidiary 7(g).......remain operative
1(e)............................agt auth
1(f)..................auth capital stock 9...............termination
1(g)...................outstanding stock 9(a)........after execution
1(h).........................shares auth 9(a)(i)...trading generally
1(i)...................co applicable law 9(a)(ii).trading securities
1(j)......................adverse change 9(a)(iii)........moratorium
1(k)..................no pending proceed 9(a)(iv)...........outbreak
1(l)......................prosp complies
1(m)..................co. not investment 10........default underwrts
1(n).........................co. and sub
1(n)(i)..1(w)(i)..............compliance 11.............counterparts
1(n)(ii).1(w)(ii)............all permits
1(n)(iii).1(w)(iii) terms and conditions 12.......... applicable law
1(o).............environ law liabilities
1(p)........................no contracts 13.................headings
?.......................florida statutes
2..................agt to sell and purch
3.......................public off terms
4...................payment and delivery
5.................obligations underwrtrs
5(a).................subsequent to execu
5(a)(i)...................no downgrading
5(a)(ii)...........no change in business
5(b)................cert of exec officer
5(c).....................counsel opinion
5(c)(i)....................company valid
5(c)(ii)....................subsid valid
5(d)(iii)......................agt execu
5(c)(iii).............capital stock auth
5(c)(iv)...............stock outstanding
5(c)(v)....................issued shares
5(d)(i)......................auth shares
5(d)(ii).......................agt execu
5(c)(vi),5(d)(iv)..contra applicable law
5(c)(vii),5(d)(v).............statements
5(c)(vii)(A), 5(d)(v)(A)......prospectus
5(c)(vii)(B), 5(d)(v)(B)...reg statement
5(c)(viii)...................due inquiry
5(d)(vi)...............not investment co
?....................company and subsids
?.........................law compliance
?......................recvd all permits
?.........................terms and cond
5(d)(vii)...................such counsel
5(d)(vii)(A)............regstmnt opinion
5(c)(ix)(A), 5(d)(vii)(B)...believe that
5(c)(ix)(B), 5(d)(vii)(C)...no reason to
5(f).........................dpw opinion
5(g)..................underwrtr received
5(h).............................lock-up
5(i).................several obligations

6...........................co covenants
6(a)...................furnish signed cc
6(b).....................cc before amend
6(c).....................after pub offer
6(d).................endeavor to qualify
6(e)......................make available
6(f)........................not to offer

7......................indem and contrib
7(a)...................company indemnify
7(c).................underwrtr indemnify

</TABLE>

<PAGE>

EXHIBIT 3.4

SECOND 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." A Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of Delaware on February 4,
1998, and Certificates of Amendment to the Restated Certificate of Incorporation
of the Corporation were filed with the Secretary of State of Delaware on
December 7, 1998 and June 7, 1999.

SECOND: This Second 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, as amended (the "GCL").
---

THIRD: This Second Restated Certificate of Incorporation further
amends, integrates and restates the provisions of the Corporation's Restated
Certificate of Incorporation, as amended, 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.

1
<PAGE>

ARTICLE III

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
GCL.

ARTICLE IV

4.1 Classes of Stock. The total number of shares of all classes of
----------------
stock which the Corporation shall have authority to issue is 650,000,000,
consisting of (a) 70,000,000 shares of preferred stock, par value $0.01 per
share (the "Preferred Stock"), of which (i) 1,000,000 shares are designated
---------------
"Series A Convertible Preferred Stock" (the "Series A Preferred Stock"), (ii)
------------------------
50,000,000 shares are designated "Series B Preferred Stock" (the "Series B
--------
Preferred Stock"), (iii) 3,000,000 shares are designated "Series C Convertible
- ---------------
Preferred Stock" (the "Series C Preferred Stock"), and (iv) 16,000,000 shares
------------------------
are designated "Series D Convertible Preferred Stock" (the "Series D Preferred
------------------
Stock") and (b) 580,000,000 shares of common stock, par value $0.01 per share
- -----
(the "Common Stock"), of which (i) 520,000,000 shares are designated "Class A
------------
Common Stock" (the "Class A Common Stock"), and (ii) 60,000,000 shares are
--------------------
designated "Class B Non-Voting Common Stock" (the "Class B Non-Voting Common
-------------------------
Stock"). (Capitalized terms used herein and not otherwise defined shall have the
- -----
meanings set forth in Section 4.10).
------------

4.2 Additional Series of Preferred Stock.
------------------------------------

(a) Subject to approval by the 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:

(i) 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;

(ii) 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;

(iii) 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

2
<PAGE>

shall bear to the dividends payable on any shares of stock of any other
class or any other series of this class;

(iv) 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;

(v) 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;

(vi) 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;

(vii) 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;

(viii) 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 or other acquisition by the Corporation of, the Common Stock or
shares of stock of any other class or any other series of this class;

(ix) 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

(x) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof.

(b) 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 different times may
differ as to the dates from which dividends thereon shall be cumulative.

3
<PAGE>

(c) 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 converted 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.

(d) Subject to the provisions of this Second 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.

4.3 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:

(a) Ranking. The Series A Preferred Stock shall, with respect to
-------
dividend rights and rights on liquidation, dissolution or winding up, rank on a
parity basis with the Series B Preferred Stock, and rank senior to Junior Stock.

(b) Dividends and Distributions.
---------------------------

(i) 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.

(ii) 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 sixty (60) days prior to the Dividend Payment Date.

(iii) Payment. All dividends shall be payable in cash. Until
-------
June 30, 2008, the Corporation shall have the option to defer payment of
dividends on Series A

4
<PAGE>

Preferred Stock. Any dividend payments so deferred shall be payable on and
not earlier than June 30, 2008.

(iv) 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.

(i) 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.

(ii) 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 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.

(iii) 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.

5
<PAGE>

(d) Voting Rights; Nomination of Director.
-------------------------------------

(i) 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).

(ii) 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 Second 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 Second 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
purchase or otherwise receive any shares of any class or classes of Senior
Stock or Parity Stock.

(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
February 4, 1998, holders of shares of Series A Preferred Stock shall have
the exclusive right, voting separately as a single class, to nominate one
of the Class II directors of the Corporation. The foregoing right to
nominate one of the Class II directors 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 of the Class II directors of the Corporation.

(e) 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:

6
<PAGE>

(i) 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;

(ii) Notice of any redemption of the Series A Preferred Stock
shall be mailed at least ten (10), but not more than sixty (60), 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 (60) days prior to the
date fixed for such redemption;

(iii) Within two (2) 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 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

(iv) 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).
---------------

(f) Redemption at Option of Holder.
------------------------------

(i) No holder of shares of Series A Preferred Stock shall have
any right to require the Corporation 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

7
<PAGE>

the shares of Series A Preferred Stock owned by such holder at a price per
share equal to the Series A Redemption Price;

(ii) 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;

(iii) 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 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

(iv) 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.

(g) 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.

(h) Liquidation, Dissolution or Winding Up.
--------------------------------------

(i) 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.

(ii) 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

8
<PAGE>

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.

(iii) 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).
--------------

(i) Conversion.
----------

(i) 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 Class A Common Stock or any other securities
of the Corporation 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 Class A Common Stock.

(ii) Number of Shares of Class A Common Stock Issuable upon
------------------------------------------------------
Conversion. The number of shares of Class A 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.

(iii) Fractional Shares. Notwithstanding any other provision of
-----------------
this Second 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 Class A Common Stock on such
date.

(iv) 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

9
<PAGE>

securities (including shares of stock) or other assets, or both, which were
issuable or distributable to the holders of outstanding shares of Common
Stock of the Corporation upon such reorganization, reclassification,
consolidation, merger, sale or conveyance, in respect of that number of
shares of Class A 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 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.

(v) 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.

(vi) 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 this 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 Class A 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 (10) Business Days of the determination of
the Market Price pursuant to Section 4.3(l)), the Corporation shall issue
--------------
to such holder a number of shares of Class A Common Stock into which such
shares of

10
<PAGE>

Series A Preferred Stock are convertible pursuant to paragraph (ii) above.
Certificates representing such shares of Class A Common Stock shall be
delivered to such holder at such holder's address as it appears on the
books of the Corporation.

(vii) 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 Class A 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 Class A Common Stock if at any time there
shall be insufficient authorized but unissued shares of Class A Common
Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series A Preferred Stock.

(viii) 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 Class A
Common Stock in exchange therefor and payment of any declared and unpaid
dividends thereon.

(ix) No Conversion Charge or Tax. The issuance and delivery of
---------------------------
certificates for shares of Class A 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.

(x) 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 Corporation 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 obligation to pay

11
<PAGE>

dividends from and after the Series A Conversion Date shall be payable in
accordance with the terms of Section 4.3(b).
--------------

(xi) 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 Corporation at its principal executive
-------------------------
office specifying up to 10 prospective transferees. Upon receipt of such
notice, the Corporation 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.

(xii) Election Upon Conversion. Notwithstanding any other
------------------------
provision of this Section 4.3(i) to the contrary, any holder of Series A
--------------
Preferred Stock may elect, by written notice to the Corporation, to receive
shares of Class B Non-Voting Common Stock for any or all of the shares of
Class A Common Stock that such holder would otherwise be entitled to
receive upon conversion of such shares of Series A Preferred Stock. If any
such holder elects to receive shares of Class B Non-Voting Common Stock,
then, as to such holder with respect to such shares, such conversion shall
be accomplished pursuant to the provisions of this Section 4.3(i) hereof
--------------
with all references to "Class A Common Stock" in such section (except the
parenthetical reference thereto in the penultimate sentence of Section
-------
4.3(i)(vi)) being deemed to refer instead to "Class B Non-Voting Common
----------
Stock".

(j) 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

12
<PAGE>

any event at least ten (10) Business Days prior to the applicable record,
determination or effective date, specified in such notice.

(k) 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 Second Restated Certificate of Incorporation
and to enforce specifically the terms and provisions of this Second 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.

(l) 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 Class A 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:

(i) 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 fifteen (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.

(ii) If within thirty (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 (10) 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 thirty (30) days after the selection of such
third Appraiser.

(iii) 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.

(iv) In connection with any appraisal conducted pursuant to this
paragraph (l), the Appraiser shall adhere to the guidelines provided in the
definition of "Market Price" set forth below, including the proviso
------------
thereto.

13
<PAGE>

(v) The fees and expenses of each Appraiser shall be borne by
the Corporation.

4.4 Powers, Preferences and Rights of the Series B Preferred Stock.
--------------------------------------------------------------
The Series B Preferred Stock shall rank on a parity basis 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 Class A 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.

4.5 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:

(a) 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 basis 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.

(b) 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 dividends 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 basis with the Series C
Preferred Stock with respect to dividends or distributions, unless the holders
of the Series C Preferred Stock receive cash or property dividends 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 and (ii) the dividends or distributions per share payable to holders
of any series of preferred stock ranking, with respect to dividends or
distributions, junior to or on a parity basis with the Series C Preferred Stock
multiplied by a fraction, the numerator of which is

14
<PAGE>

the number of shares of Common Stock into which a share of Series C 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,
with respect to dividends or distributions, junior to or on a parity basis 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.

(i) 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.

(ii) 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 basis
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.

(iii) 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.

15
<PAGE>

(iv) 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).
--------------

(d) Voting Rights.
-------------

(i) 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 Class A Common Stock, and the Series C Preferred
Stock shall vote together with the Class A Common Stock as a single class.

(ii) 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 Second 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 Second 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.

(iii) On any matters on which the holders of the shares of Series
C Preferred Stock shall be entitled to vote together with the holders of
Class A 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
Class A 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.

(e) Conversion. The shares of Series C Preferred Stock shall be
----------
convertible into shares of Class A Common Stock as follows:

16
<PAGE>

(i) 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 Class A 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.
-----

(ii) 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 Class A Common
Stock of the Corporation as is determined by dividing the Initial
Conversion Price by the Current Conversion Price then in effect.

(iii) Fractional Shares. No fractional shares of Class A 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
Class A 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.

(iv) Mechanics of Optional Conversion. In order for a holder of
--------------------------------
Series C Preferred Stock to convert such shares into shares of Class A
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 certificate or
certificates for the number of whole shares of Class A 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 Class A 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).
--------------

17
<PAGE>

(v) Mechanics of Automatic Conversion. All holders of record of
---------------------------------
shares of Series C Preferred Stock will be given at least thirty (30) but
not more than sixty (60) 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 converted,
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 Class A 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 Class A
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).
--------------

(vi) 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 Class A 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 any action which would cause Class
A Common Stock, upon the conversion of Series C Preferred Stock, to be
issued below the then par value of the shares of Class A 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 Class A Common Stock to the
holders of Series C Preferred Stock.

(vii) 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 Class A Common Stock delivered upon conversion.

18
<PAGE>

(viii) 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, as applicable, except only the right of the
holders thereof to receive shares of Class A 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, as
applicable, the shares of Class A 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
Class A Common Stock, including the rights, if any, to receive notices and
to vote. Shares of Series C Preferred Stock converted into shares of Class
A 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.

(ix) No Conversion Charge or Tax. The issuance and delivery of
---------------------------
certificates for shares of Class A 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.

(x) Election Upon Conversion. Notwithstanding any other
------------------------
provision of this Section 4.5(e), any holder of Series C Preferred Stock
--------------
may elect, by written notice to the Corporation, to receive shares of Class
B Non-Voting Common Stock for any or all of the shares of Class A Common
Stock that such holder would otherwise be entitled to receive upon
conversion of such shares of Series C Preferred Stock. If any such holder
elects to receive shares of Class B Non-Voting Common Stock, then, as to
such holder with respect to such shares, such conversion shall be
accomplished pursuant to the provisions of Sections 4.5(e) and 4.5(f)
---------------------------
hereof with all references to "Class A Common Stock" in such sections being
deemed to refer instead to "Class B Non-Voting Common Stock".

(f) Adjustments to Conversion Price.
-------------------------------

(i) 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

19
<PAGE>

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.

(ii) 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.

(iii) Adjustment Considerations. For the purpose of any
-------------------------
adjustment of the Current Conversion Price pursuant to paragraph (ii)
above, the following provisions shall be applicable:

(A) 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 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.

(B) 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

20
<PAGE>

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.

(C) 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.

(D) 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 Rights or Related Rights or the conversion,
exchange or exercise of any such Convertible Securities.

(E) In the case of the issuance of Securities for cash, the
consideration shall be deemed to be the amount of cash paid therefor.

(F) 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.

(iv) Effect of Dividends, Distributions, Subdivisions or
---------------------------------------------------
Combinations. If the Corporation declares a dividend or other distribution
------------
payable in Common Stock or

21
<PAGE>

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.

(v) 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 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.

(vi) 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.

(vii) Excluded Stock. As used in this Section 4.5(f), "Excluded
-------------- --------------
Stock" shall mean (A) all shares of Common Stock or options for the
purchase thereof issued,

22
<PAGE>

sold or granted, in the past or future, by the Corporation to its
employees, directors or consultants pursuant to bona fide 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, (C) any shares of Series C
Preferred Stock or Common Stock issued upon conversion of Preferred Stock
as provided herein, (D) all shares of Common Stock issued prior to the date
of the filing of this Second Restated Certificate of Incorporation to the
employees and directors of the Corporation or any of its Subsidiaries or
Affiliates.

(g) Certain Restrictions.
--------------------

(i) Notwithstanding the provisions of Section 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 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.

(ii) 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 Stock), 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.

(iii) 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.

23
<PAGE>

(h) Redemption. At the option of the Corporation, the Series C
----------
Preferred Stock is redeemable if the Corporation receives the prior affirmative
vote, or 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) any other holders of the Corporation's capital stock
that may be required pursuant to this Second Restated Certificate of
Incorporation (including, without limitation, pursuant to the provisions
contained in Section 4.3(c)(ii) hereof).
------------------

(i) Sinking Fund. There shall be no sinking fund for the payment of
------------
dividends or liquidation preferences on the Series C Preferred Stock.

4.6 Powers, Preferences and Rights of the Series D Preferred Stock.
--------------------------------------------------------------

(a) 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 basis 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.

(b) 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 holder(s) of 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 such holder(s) 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(c)(ii); provided, however, that 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 (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.

(c) 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

24
<PAGE>

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.

(d) 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 Corporation 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.

4.7 Common Stock.
------------

(a) Class A Common Stock. Each holder of Class A Common Stock shall
--------------------
be entitled to one vote for each share of Class A 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 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 Class A Common
Stock then outstanding have been paid or declared and funds sufficient for the
payment thereof in full set apart for payment, the entire remaining assets and
funds of the Corporation legally available for distribution, if any, shall be
distributed among the holders of Class A Common Stock and Class B Non-Voting
Common Stock in proportion to the shares of Common Stock then held by them.

(b) Class B Non-Voting Common Stock. The powers, preferences and
-------------------------------
rights of the Class B Non-Voting Common Stock, and the qualifications,
limitations, and restrictions thereof, shall be identical to those of the Class
A Common Stock, except that the shares of Class B Non-Voting Common 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 Class B Non-Voting Common Stock shall not be
included in determining the number of shares voting or entitled to vote on any
such matters, except as otherwise provided by law. At any time and from time to
time, any holder of shares of Class B Non-Voting Common Stock may, upon written
request to the Corporation, convert all or any portion of such shares of Class B
Non-Voting Common Stock into an equivalent number of fully paid and non-
assessable shares of Class A Common Stock; provided, however, that if such
holder is an Initial Class B Holder, then such Initial Class B Holder may
convert all or any portion of such shares only if such Initial Class B Holder
delivers a written opinion of counsel acceptable to the Corporation's counsel
opining to the effect that such Initial Class B Holder should not be (and as a
result of any such conversion should not become) an Affiliate of the
Corporation. Furthermore, upon an otherwise permitted sale or transfer of any

25
<PAGE>

shares of Class B Non-Voting Common Stock by an Initial Class B Holder to any
Person that is not (and as a result of any such conversion would not become) an
Affiliate of the Initial Class B Holders, each such share of Class B Non-Voting
Common Stock so sold or transferred shall convert automatically into one share
of Class A Common Stock.

(c) Effect of Stock Splits, Stock Dividends, Etc. If the Corporation
---------------------------------------------
declares a stock split or stock dividend or effects a combination or similar
recapitalization with respect to any class of its Common Stock, then the
Corporation shall also make an equivalent change to all other classes of its
Common Stock.

4.8 Exchange of Capital Stock. Notwithstanding any other provision
-------------------------
of this Second 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:
--------------

(a) 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 sixty (60) days after the Exchange Event, to:

(i) 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

(ii) 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 February 4, 1998
(or shares of Series C Preferred Stock or Common Stock into which such
shares or any shares of Series D 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 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

26
<PAGE>

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 (as such term is defined in the
Stockholders' Agreement).

(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.")
---------------

(b) 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.

(c) Fractional Shares. Notwithstanding any other provision of this
-----------------
Second 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 Class A Common Stock on such date.

(d) Mechanics of Exchange. The Exchange Notice shall specify the
---------------------
date fixed for the exchange (the "Exchange Date"), which shall be at least ten
-------------
(10) but no more than sixty (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 of the Exchange 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 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.

(e) 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

27
<PAGE>

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
shares 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.
-----------

(f) 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.

(g) 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 shares of Series A Preferred Stock or Series D Preferred Stock,
as the case may be, surrendered for exchange or on the shares of Series B
Preferred Stock delivered upon exchange.

(h) 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.

4.9 Redemption of Capital Stock. Notwithstanding any other provision
---------------------------
of this Second 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:

28
<PAGE>

(a) 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;

(b) the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof;

(c) 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;

(d) at least thirty (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 ten (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;

(e) 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 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

(f) such other terms and conditions as the Board of Directors shall
determine.

4.1 Definitions. For the purposes of this Second 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.

29
<PAGE>

"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, the term "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.

"Class A Common Stock" has the meaning assigned to such term in
--------------------
Section 4.1.
- -----------

"Class B Non-Voting Common Stock" has the meaning assigned to such
-------------------------------
term in Section 4.1.
-----------

"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.

"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.

30
<PAGE>

"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 Class B Holder" means J.P. Morgan Investment Corporation or
----------------------
Sixty Wall Street SBIC Fund, L.P.

"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., a New York
corporation.

"IPO Date" shall mean the first date on which (a) the Class A 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 Corporation in connection with such Registration Statement(s)
equals or exceeds $20 million, and (c) the Class A 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, Class A Common Stock and Class B Non-Voting 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.

"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 fifteen (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 Corporation
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(l) and (B) in the case of a determination
--------------
of Market Price for

31
<PAGE>

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 Class A 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; provided, further,
however that the "Market Price" of a share of Class B Non-Voting Common Stock
shall at all times be deemed to be equal to the Market Price of a share of Class
A Common Stock.

"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 basis 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 Transfer Notice, other than a prospective transferee as to which the
Corporation 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)(xi).
- ------------------

"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

32
<PAGE>

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
February 4, 1998 (or any shares of Series C Preferred Stock or Class A 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.

"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 one share of Class A 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.

33
<PAGE>

"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 Corporation.

"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

5.1 Number, Election and Terms of Directors. The number of
---------------------------------------
Directors of the Corporation will be fixed from time to time in the manner
provided in the Bylaws of the Corporation (the "Bylaws"). The Directors will be
------
classified with respect to the time for which they severally hold office into
three classes, as nearly equal in number as possible, designated Class I, Class
II and Class III. The Directors first appointed to Class I will hold office for
a term expiring at the annual meeting of stockholders to be held in 2000, the
Directors first appointed to Class II will hold office for a term expiring at
the annual meeting of stockholders to be held in 2001, and the Directors first
appointed to Class III will hold office for a term expiring at the annual
meeting of stockholders to be held in 2002, with the members of each class to
hold office until their successors are elected and qualified. At each annual
meeting of the stockholders of the Corporation, the successors to the class of
Directors whose term expires at that meeting will be elected by plurality vote
of all votes cast at such meeting to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election. Election of Directors of the Corporation need not be by written
ballot.

5.2 Removal of Directors. Subject to the provisions of Section 5.4,
-------------------- -----------
any Director may be removed at any time but only for cause and only 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, voting
together as a single class, cast at an annual meeting or at a special meeting of
stockholders called for that purpose, or by written consent. Subject to the
provisions of Section 5.4, any vacancy in the Board of Directors caused by any
-----------
such removal may be filled at such meeting or by written consent, by the
stockholders entitled to vote for the election of the Director so removed.
Subject to the provisions of Section 5.4, if such stockholders do not fill such
-----------
vacancy at such meeting or by written consent, such vacancy may be filled in the
manner provided in Section 5.3.
------------

5.3 Vacancies and Newly Created Directorships. Subject to the
-----------------------------------------
provisions of Section 5.4, 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, or by a sole

34
<PAGE>

remaining Director. Any Director elected to fill a vacancy or a newly created
directorship in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until his or her successor
has been elected and qualified or until his or her earlier death, resignation or
removal. No decrease in the number of Directors constituting the Board may
shorten the term of any incumbent Director.

5.4 Additional Rights of Certain Stockholders Regarding Directors.
-------------------------------------------------------------
Notwithstanding anything to the contrary contained in this Article V, so long as
the holders of the Series A Preferred Stock shall have the right to nominate one
of the Class II directors of the Corporation pursuant to Section 4.3(d)(iii) of
-------------------
this Second Restated Certificate of Incorporation, or the Cash Equity Investors
shall have the right to nominate one of the Class I directors and one of the
Class III directors of the Corporation pursuant to Section __ of the
Stockholders Agreement, the holders of the Series A Preferred Stock (solely in
the case of any such Class II director elected to the Board of Directors), and
the Cash Equity Investors (solely in the case of such Class I directors and
Class III directors elected to the Board of Directors), shall have the right to
cause the Corporation to remove any such director, with or without cause, and to
replace any such director (whether or not such director resigns, is removed from
the Board of Directors with or without cause or ceases to be a director by
reason of death, disability or for any other reason), and, upon written notice
to the Corporation and the other members of the Board of Directors, the
Corporation shall cause to be elected for the remainder of the term of any
director so replaced a person designated by the stockholders so entitled to
nominate such director, which notice shall set forth the name of the director
being replaced and the name of the new director.

ARTICLE VI

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 Class A 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 Second Restated Certificate of Incorporation or the
Bylaws.

ARTICLE VII

7.1 Indemnification. Any individual 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 individual, or an individual of whom such
individual 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
------------

35
<PAGE>

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 an individual with respect to an employee benefit
plan), and amounts paid in settlement incurred by him or her in connection with
such Proceeding. Any other individual 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 any
such individual is entitled to the benefits of this Article VII.

7.2 Advancement of Expenses. The Corporation shall, from time to
-----------------------
time, reimburse or advance to any Director or officer or such other individual
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 individual 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 individual 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
individual is not entitled to be indemnified for such expenses.

7.3 Rights Not Exclusive. The rights to indemnification and
--------------------
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VII shall not be deemed exclusive of any other rights to which an
individual seeking indemnification or reimbursement or advancement of expenses
may have or hereafter be entitled under any statute, this Second 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.

7.4 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 an individual who has ceased to be a
Director or officer (or other individual indemnified hereunder), shall inure to
the benefit of the executors, administrators, legatees and distributees of such
individual, and in either case, shall inure whether or not the claim asserted is
based on matters which antedate the adoption of this Article VII.

7.5 Insurance. The Corporation shall have power to purchase and
---------
maintain insurance on behalf of any individual 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 individual and
incurred by such individual in any such capacity, or arising out of such
individual's status as such, whether or not the Corporation would have the power
to indemnify such individual 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.

36
<PAGE>

7.6 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 individual indemnified hereunder, on the other hand,
pursuant to which the Corporation and each such Director, officer, or other
individual 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.

7.7 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 individual 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 inappropriate 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 circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such individual 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
individual is not so entitled. Such an individual 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.

7.8 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.

7.9 Right to Be Covered by Applicable Law. Any individual 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.

37
<PAGE>

ARTICLE VII

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 individual 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 Second Restated
Certificate of Incorporation inconsistent with this Article VIII, shall apply to
or 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.

[Signature page follows]

38
<PAGE>

[Signature page to Second Restated Certificate of Incorporation]

IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Second Restated Certificate of Incorporation this ___ day of
October, 1999.

______________________________
Name:
Title:

<PAGE>

Exhibit 3.6

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

TRITON PCS HOLDINGS, INC.

SECOND AMENDED AND RESTATED
BYLAWS

Adopted as of October __, 1999

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

1
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----

ARTICLE 1.

STOCKHOLDERS

<S> <C>
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........................................................... 3
-------
1.9 Organization; Procedure; Order of Business........................ 3
------------------------------------------
1.10 Action by Written Consent of Stockholders........................ 4
-----------------------------------------
1.11 Inspectors....................................................... 5
----------

ARTICLE 2.

BOARD OF DIRECTORS

2.1 General Powers.................................................... 5
--------------
2.2 Number, Election and Terms........................................ 5
--------------------------
2.3 Nominations of Directors.......................................... 5
------------------------
2.4 Annual and Regular Meetings....................................... 7
---------------------------
2.5 Special Meetings.................................................. 7
----------------
2.6 Quorum; Voting.................................................... 7
--------------
2.7 Adjournment....................................................... 7
-----------
2.8 Action Without a Meeting.......................................... 8
------------------------
2.9 Regulations; Manner of Acting..................................... 8
-----------------------------
2.10 Action by Telephonic Communications.............................. 8
-----------------------------------
2.11 Resignation...................................................... 8
-----------
2.12 Removal of Directors............................................. 8
--------------------
2.13 Vacancies and Newly Created Directorships........................ 8
-----------------------------------------
2.14 Additional Rights of Certain Stockholders Regarding Directors.... 9
-------------------------------------------------------------
2.15 Compensation..................................................... 9
------------
2.16 Reliance on Accounts and Reports, etc............................ 9
-------------------------------------
</TABLE>

-i-
<PAGE>

ARTICLE 3.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

<S> <C>
3.1 How Constituted................................................... 10
---------------
3.2 Powers............................................................ 10
------
3.3 Quorum; Voting.................................................... 10
--------------
3.4 Action Without a Meeting.......................................... 11
------------------------
3.5 Regulations; Manner of Acting..................................... 11
-----------------------------
3.6 Action by Telephonic Communications............................... 11
-----------------------------------
3.7 Resignation....................................................... 11
-----------
3.8 Removal........................................................... 11
-------
3.9 Vacancies......................................................... 11
---------

ARTICLE 4.

OFFICERS

4.1 Titles............................................................ 11
------
4.2 Election.......................................................... 12
--------
4.3 Salaries.......................................................... 12
--------
4.4 Removal and Resignation; Vacancies................................ 12
----------------------------------
4.5 Authority and Duties.............................................. 12
--------------------
4.6 The Chief Executive Officer....................................... 12
---------------------------
4.7 The President..................................................... 13
-------------
4.8 The Vice Presidents............................................... 13
-------------------
4.9 The Secretary..................................................... 13
-------------
4.10 The Treasurer.................................................... 14
-------------
4.11 Additional Officers.............................................. 15
-------------------
4.12 Security......................................................... 15
--------

ARTICLE 5.

CAPITAL STOCK

5.1 Certificates of Stock, Uncertificated Shares...................... 15
--------------------------------------------
5.2 Signatures; Facsimile............................................. 16
---------------------
5.3 Lost, Stolen or Destroyed Certificates............................ 16
--------------------------------------
5.4 Transfer of Stock................................................. 16
-----------------
5.5 Record Date....................................................... 16
-----------
5.6 Registered Stockholders........................................... 16
-----------------------
5.7 Transfer Agent and Registrar...................................... 17
----------------------------
</TABLE>

-ii-
<PAGE>

<TABLE>
<CAPTION>
ARTICLE 6.

INDEMNIFICATION

<S> <C>
6.1 Indemnification................................................... 17
---------------
6.2 Advancement of Expenses........................................... 17
-----------------------
6.3 Rights Not Exclusive.............................................. 18
--------------------
6.4 Continuing Rights................................................. 18
-----------------
6.5 Insurance......................................................... 18
---------
6.6 Contract Rights; No Repeal........................................ 18
--------------------------
6.7 Enforceability; Burden of Proof................................... 18
-------------------------------
6.8 Service at the Request of the Corporation......................... 19
-----------------------------------------
6.9 Right to Be Covered by Applicable Law............................. 19
-------------------------------------

ARTICLE 7.

OFFICES

7.1 Registered Office................................................. 19
-----------------
7.2 Other Offices..................................................... 19
-------------

ARTICLE 8.

GENERAL PROVISIONS

8.1 Dividends......................................................... 20
---------
8.2 Reserves.......................................................... 20
--------
8.3 Execution of Instruments.......................................... 20
------------------------
8.4 Corporate Indebtedness............................................ 20
----------------------
8.5 Deposits.......................................................... 20
--------
8.6 Checks............................................................ 21
------
8.7 Sale, Transfer, etc. of Securities................................ 21
----------------------------------
8.8 Voting as Stockholder............................................. 21
---------------------
8.9 Fiscal Year....................................................... 21
-----------
8.10 Seal............................................................. 21
----
8.11 Books and Records................................................ 21
-----------------

ARTICLE 9.

AMENDMENT OF BYLAWS

9.1 Amendment......................................................... 22
---------
</TABLE>

-iii-
<PAGE>

<TABLE>
<CAPTION>
ARTICLE 10.

CONSTRUCTION
<S> <C>
10.1 Construction..................................................... 22
------------

</TABLE>

-iv-
<PAGE>

SECOND AMENDED AND RESTATED BYLAWS
OF
TRITON PCS HOLDINGS, INC.

ARTICLE 1.

STOCKHOLDERS' MEETINGS

1.1 Annual Meeting. The annual meeting of the stockholders of Triton
--------------
PCS Holdings, Inc., a Delaware corporation (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 of the Corporation (as hereinafter referred
to collectively as the "Board of Directors", the "Directors", or the "Board",
------------------ --------- -----
and any member thereof individually as a "Director") 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, the Chief Executive Officer
(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, the Chief Executive Officer (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 in excess of
50% of the outstanding shares of the Corporation at the time entitled to vote at
any meeting of the stockholders. 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 (10) nor more than sixty (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 special meeting of the
stockholders need be specified in a written waiver of notice. The
<PAGE>

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 of the Corporation then in effect (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, 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, by the Certificate of Incorporation or these Second Amended and
Restated Bylaws of the Corporation (the "Bylaws"), 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. Except as otherwise provided by law, by the
----------------
Certificate of Incorporation or by these Bylaws, no vote of the stockholders
need be taken by written ballot or conducted by inspectors of election.
However, every vote taken by written ballot shall be counted by the inspectors
of election. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot. 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 entitled to vote thereat 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 thirty (30) days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.5, a notice
-----------
of the adjourned meeting, conforming to the requirements of Section 1.3, 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.

2
<PAGE>

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 such proxy shall be voted
or acted upon after the expiration of three (3) 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 with the Secretary
revoking the proxy or by filing another duly executed proxy bearing a later
date.

1.9 Organization; Procedure; Order of Business.
------------------------------------------

(a) At every meeting of stockholders, the presiding officer shall be
the Chief Executive Officer 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. Unless otherwise determined by the Board prior to the meeting, the
presiding officer at the meeting of the stockholders will also determine the
order of business and have the authority in his sole discretion to regulate the
conduct of any such meeting, including, without limitation, by (i) imposing
restrictions on the persons (other than stockholders of the Corporation or their
duly appointed proxies) who may attend any such stockholders' meeting, (ii)
ascertaining whether any stockholder or his proxy may be excluded from any
meeting of the stockholders based upon any determination by the presiding
officer, in his sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings thereat, and (iii) determining the
circumstances in which any person may make a statement or ask questions at any
meeting of the stockholders.

(b) No business may be transacted at an annual meeting of
stockholders other than business that is either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board (or any duly
authorized committee thereof), or (iii) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (A) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 1.9
-----------
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (B) who complies with the notice procedures set forth in
this Section 1.9.
-----------

(c) In addition to any other applicable requirements for business to
be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation. To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal

3
<PAGE>

executive offices of the Corporation not less than sixty (60) nor more than
ninety (90) calendar days prior to the meeting; provided, however, that in the
event that less than seventy (70) calendar days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) calendar day following the day on which
public disclosure of the date of the annual meeting was made. In no event will
the public disclosure of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above.

(d) To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business, and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

(e) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman or a majority of the Board of Directors in accordance with
Section 1.3 or (ii) otherwise properly brought before the meeting by the
- -----------
presiding officer or by or at the direction of a majority of the Board of
Directors.

(f) The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly brought
before such meeting in accordance with this Section 1.9 will be made by the
-----------
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he will so declare to the
meeting and any such business will not be conducted or considered.

1.10 Action by Written Consent of Stockholders. 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.

4
<PAGE>

1.11 Inspectors. The Board of Directors may appoint one or more
----------
inspectors of election to act as judges of the voting and to determine those
entitled to vote at any meeting of the stockholders, or any adjournment thereof,
in advance of such meeting. The Board of Directors may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at a meeting of stockholders, the
presiding officer of the meeting may appoint one or more substitute inspectors.

ARTICLE 2.

BOARD OF DIRECTORS

2.1 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.

2.2 Number, Election and Terms. The number of Directors of the
--------------------------
Corporation shall not be less than three (3) nor more than eleven (11), the
precise number to be fixed by resolution of a majority of the entire Board of
Directors from time to time. The Directors will be classified with respect to
the time for which they severally hold office in accordance with the Certificate
of Incorporation.

2.3 Nominations of Directors.
------------------------

(a) Subject to the provisions of Section 2.3(e), only persons who are
--------------
nominated in accordance with the following procedures will be eligible for
election as Directors of the Corporation. Nominations of persons for election
to the Board may be made at any annual meeting of stockholders (i) by or at the
direction of the Board (or any duly authorized committee thereof) or (ii) by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2.3 and on the record date
-----------
for the determination of stockholders entitled to vote at such annual meeting
and (B) who complies with the notice procedures set forth in this Section 2.3.
-----------
In addition to any other applicable requirements for a nomination to be made by
a stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) nor more
than ninety (90) calendar days prior to the date of the annual meeting;
provided, however, that in the event less than seventy (70) calendar days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) calendar day
following the day on which public disclosure of the date of the annual meeting
was made. In no event will the public

5
<PAGE>

disclosure of an adjournment of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above.

(b) To be in proper written form, a stockholder's notice to the
Secretary must set forth (i) as to each person whom the stockholder proposes to
nominate for election as a Director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and (D) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and (ii) as to the stockholder
------------
giving the notice (A) the name and record address of such stockholder, (B) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (C) a description of
all arrangements or understandings between or among such stockholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (D) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice, and (E) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to the Exchange Act.
Such notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a Director if elected.

(c) If the presiding officer of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
presiding officer will declare to the meeting that the nomination was defective,
and such defective nomination will be disregarded.

(d) Notwithstanding anything in this Section 2.3 to the contrary, in
-----------
the event that the number of Directors to be elected to the Board is increased
and there is no public disclosure by the Corporation naming all of the nominees
for Director or specifying the size of the increased Board at least seventy (70)
calendar days prior to the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders, a
stockholder's notice required by this Section 2.3 will also be considered
-----------
timely, but only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the tenth (10th) day
following the day on which such public disclosure is first made by the
Corporation.

(e) Notwithstanding anything to the contrary contained in this

Section 2.3, so long as the holders of the Series A Preferred Stock shall have
- -----------
the right to nominate one of the Class II Directors of the Corporation pursuant
to Section 4.3(d)(iii) of the Certificate of Incorporation, or the Cash Equity
-------------------
Investors shall have the right to nominate one of the Class I Directors and one
of the Class III Directors of the Corporation pursuant to Section _____ of the

6
<PAGE>

Stockholders' Agreement, the holders of the Series A Preferred Stock (solely in
the case of the nomination of any such Class II Director) and the Cash Equity
Investors (solely in the case of the nomination of any such Class I or Class III
Director), shall have the right to nominate such Director by written notice to
the Company which notice shall set forth the name of the person being nominated.
The Company shall deliver written notice to the holders of the Series A
Preferred Stock and to the Cash Equity Investors of the date the Company
proposes to distribute any proxy solicitation materials for its annual meeting
at least thirty (30) days prior to such earliest proposed distribution date to
enable the holders of the Series A Preferred Stock and the Cash Equity
Investors, as the case may be, to give notice to the Corporation of the persons
to be nominated thereby in accordance with the Certificate of Incorporation or
Stockholders' Agreement, as applicable. The Company shall include in any proxy
solicitation materials related to the election of members of the Board of
Directors information and recommendations of the Board to effect the nomination
of any Directors so designated by the holders of the Series A Preferred Stock
and the Cash Equity Investors, as the case may be.

2.4 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.

2.5 Special Meetings. Special meetings of the Board of Directors
----------------
shall be held whenever called by the Chairman of the Board or the Chief
Executive Officer (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 twenty-
four (24) hours' notice, if notice is given to each Director personally or by
telephone or facsimile, or on five (5) 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.

7
<PAGE>

2.6 Quorum; Voting. At all meetings of the Board of Directors, the
--------------
presence of a majority of the total number of Directors shall constitute a
quorum for the transaction of business. Except as otherwise required by law, by
the Certificate of Incorporation or these Bylaws, 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.

2.7 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. 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.

2.8 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.

2.9 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.

2.10 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.

2.11 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 Chief Executive Officer, the President or the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

2.12 Removal of Directors. Subject to the provisions of Section
-------------------- -------
2.14, any Director may be removed at any time but only for cause and only 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,
voting together as a single class, cast at an annual meeting or at a special
meeting of stockholders called for that purpose or by written consent. Subject
to the provisions of Section 2.14, any vacancy in the Board of Directors caused
------------
by any such removal may be filled at such meeting or by written consent by the
stockholders entitled to vote for the election of the Director so removed.
Subject to the provisions of Section 2.14, if such
------------

8
<PAGE>

stockholders do not fill such vacancy at such meeting or by written consent,
such vacancy may be filled in the manner provided in Section 2.13.
------------

2.13 Vacancies and Newly Created Directorships. Subject to the
-----------------------------------------
provisions of Section 2.14, 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, or by a sole remaining Director. Any Director elected to fill a vacancy
or a newly created directorship in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of Directors in
which the new directorship was created or the vacancy occurred and until his
successor has been elected and qualified or until his earlier death, resignation
or removal. No decrease in the number of Directors constituting the Board may
shorten the term of any incumbent Director.

2.14 Additional Rights of Certain Stockholders Regarding Directors.
-------------------------------------------------------------
Notwithstanding anything to the contrary contained in this Article 2, so long as
the holders of the Corporation's Series A Preferred Stock shall have the right
to nominate one of the Class II Directors of the Corporation pursuant to Section
-------
4.3(d)(iii) of the Certificate of Incorporation, or the Cash Equity Investors
- -----------
(as defined in the Stockholders' Agreement (as hereinafter defined)) shall have
the right to nominate one of the Class I Directors and one of the Class III
Directors of the Corporation pursuant to Section ______ of the Stockholders'
Agreement, the holders of the Series A Preferred Stock (solely in the case of
any such Class II Director elected to the Board of Directors) and the Cash
Equity Investors (solely in the case of such Class I and Class III Directors
elected to the Board of Directors), shall have the right to cause the
Corporation to remove any such Director, with or without cause, and to replace
any such Director (whether or not such Director resigns, is removed from the
Board of Directors with or without cause or ceases to be a Director by reason of
death, disability or for any other reason), and upon written notice to the
Corporation and the other members of the Board of Directors, the Corporation
shall cause to be elected for the remainder of the term of any Director so
replaced a person designated by the stockholders so entitled to nominate such
Director, which notice shall set forth the name of the director being replaced
and the name of the new director. As used herein, the term "Stockholders'
-------------
Agreement" means the Stockholders' Agreement, dated as of February 4, 1998, by
- ---------
and among the Corporation and the other stockholders of the Corporation named
therein, as the same may be amended, modified or supplemented in accordance with
the terms thereof.

2.15 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.

2.16 Reliance on Accounts and Reports, etc. A member of the Board
-------------------------------------
of Directors, or a member of any committee of the Board (a "Committee")
---------
designated by the Board of Directors, shall, in the performance of his duties,
be fully protected in relying in good faith

9
<PAGE>

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

3.1 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.

3.2 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 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 of the State of Delaware, as
amended (the "GCL"), 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.

10
<PAGE>

3.3 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. Except as otherwise provided by law, by the
Certificate of Incorporation or these Bylaws, 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.

3.4 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.

3.5 Regulations; Manner of Acting. To the extent consistent with
-----------------------------
applicable law, the Certificate of Incorporation and these Bylaws, 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.

3.6 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.

3.7 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, the Chief Executive
Officer, the President or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery.

3.8 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.

3.9 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.
- -----------

11
<PAGE>

ARTICLE 4.

OFFICERS

4.1 Titles. The officers of the Corporation shall be chosen by the
------
Board of Directors and shall be a Chief Executive Officer, 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. Officers
may be, but need not be, Directors or stockholders of the Corporation.

4.2 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.

4.3 Salaries. The salaries of all officers of the Corporation shall
--------
be fixed by the Board of Directors or by a Committee of the Board.

4.4 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, the Chairman of the Board, the Chief
Executive Officer, the President or the Secretary. 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.

4.5 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.

4.6 The Chief Executive Officer. The Chief Executive Officer shall
---------------------------
preside at all meetings of the stockholders and Directors, and, unless otherwise
provided by resolution of the Board, shall be the chief executive officer of the
Corporation. The Chief Executive Officer, 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 Chief Executive Officer of a corporation.

12
<PAGE>

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 Chief Executive
Officer, the President or the Board of Directors. The Chief Executive Officer
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

4.7 The President. The President shall be the chief operating
-------------
officer of the Corporation and, together with the Chief Executive Officer 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 Chief Executive Officer, the President shall
preside at all meetings of the stockholders and in the absence of the Chairman
of the Board and the Chief Executive Officer, the President shall preside at all
meetings of the 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 Corpor ation
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 Chief Executive
Officer, the President or the Board of Directors. The President shall perform
such other duties and have such other powers as the Chief Executive Officer or
the Board of Directors may from time to time prescribe.

4.8 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.

4.9 The Secretary. The Secretary shall have the following powers and
-------------
duties:

(a) 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.

13
<PAGE>

(b) He shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by law.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) 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.

(h) 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, the Chief
Executive Officer or the President.

4.10 The Treasurer. The Treasurer shall have the following powers
-------------
and duties:

(a) 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.

(b) 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 with such bankers or other depositaries as
shall be selected in accordance with Section 8.5.
-----------

14
<PAGE>

(c) He shall cause moneys of the Corporation to be disbursed by
checks or drafts (signed as provided in Section 8.6) upon the authorized
-----------
depositories of the Corporation and cause to be taken and preserved proper
vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, whenever requested, a
statement of the financial con dition 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.

(e) 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.

(f) 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.

(g) 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, the Chairman of
the Board, the Chief Executive Officer or the President.

4.11 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.

4.12 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

5.1 Certificates of Stock, Uncertificated Shares. The shares of
--------------------------------------------
capital stock 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. Not-

15
<PAGE>

withstanding 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, the
Chief Executive Officer, the 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.

5.2 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.

5.3 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.

5.4 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 Sections 151, 156, 202(a) or 218(a) of the GCL. 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
capital stock of the Corporation.

5.5 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 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 sixty (60) nor less

16
<PAGE>

than ten (10) days before the date of such meeting. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders 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.

5.6 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.

5.7 Transfer Agent and Registrar. The Board of Directors may appoint
----------------------------
one or more transfer agents and registrars, and may require all certificates
representing shares of capital stock of the Corporation to bear the signature of
any such transfer agents or registrars.

ARTICLE 6.

INDEMNIFICATION

6.1 Indemnification. Any individual 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 individual, or an individual of whom such individual 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 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 an individual with respect to an employee benefit plan), and
amounts paid in settlement incurred by him or her in connection with such
Proceeding. Any other individual 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 any
such individual is entitled to the benefits of this Article VI.

6.2 Advancement of Expenses. The Corporation shall, from time to time,
-----------------------
reimburse or advance to any Director or officer or such other individual
entitled to

17
<PAGE>

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 individual 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 individual
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 individual is not
entitled to be indemnified for such expenses.

6.3 Rights Not Exclusive. The rights to indemnification and reimbursement or
--------------------
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which an individual seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Second 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.

6.4 Continuing Rights. The rights to indemnification and reimbursement or
-----------------
advancement of expenses provided by, or granted pursuant to, this Article VI
shall continue as to an individual who has ceased to be a Director or officer
(or other individual indemnified hereunder), shall inure to the benefit of the
executors, administrators, legatees and distributees of such individual, and in
either case, shall inure whether or not the claim asserted is based on matters
which antedate the adoption of this Article VI.

6.5 Insurance. The Corporation shall have power to purchase and maintain
---------
insurance on behalf of any individual 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 individual and incurred by such
individual in any such capacity, or arising out of such individual's status as
such, whether or not the Corporation would have the power to indemnify such
individual against such liability under the provisions of this Article VI, the
Bylaws or under Section 145 of the GCL or any other provision of law.

6.6 Contract Rights; No Repeal. The provisions of this Article VI 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 VI is in effect and
any other individual indemnified hereunder, on the other hand, pursuant to which
the Corporation and each such Director, officer, or other individual intend to
be legally bound. No repeal or modification of this Article VI 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.

18
<PAGE>

6.7 Enforceability; Burden of Proof. The rights to indemnification and
-------------------------------
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VI shall be enforceable by any individual 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 inappropriate 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 circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such individual 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
individual is not so entitled. Such an individual 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.

6.8 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.

6.9 Right to Be Covered by Applicable Law. Any individual entitled to be
-------------------------------------
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article VI 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 7.

OFFICES

7.1 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.

19
<PAGE>

7.2 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.

ARTICLE 8.

GENERAL PROVISIONS

8.1 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 capital stock of the Corporation.

8.2 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 purposes as the
Board of Directors shall think conducive to the interests of the Corporation,
and the Board of Directors may similarly modify or abolish any such reserve.

8.3 Execution of Instruments. The Chairman of the Board, the Chief
------------------------
Executive Officer, 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, the Chief Executive Officer, 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.

8.4 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, the Chairman of the Board, the
Chief Executive Officer or the President. 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, the
Chairman of the Board, the Chief Executive Officer or the President shall
authorize. When so authorized by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President 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

20
<PAGE>

indebtedness of the Corporation, and of any interest thereon, by instruments
executed and delivered in the name of the Corporation.

8.5 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, the Chief Executive Officer or the President to make such determination.

8.6 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, the Chief Executive Officer, or the President from time to time
may determine.

8.7 Sale, Transfer, etc. of Securities. To the extent authorized by
----------------------------------
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
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,
the Chief Executive Officer, 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.

8.8 Voting as Stockholder. Unless otherwise determined by
---------------------
resolution of the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, 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.

8.9 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 of such year.

8.10 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.

21
<PAGE>

8.11 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

9.1 Amendment. Subject to the separate class vote requirements
---------
relating to any class or series of the Corporation's preferred stock, these
Bylaws may be amended, altered or repealed by (a) the holders of shares of Class
A 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 (b) by resolution adopted by a majority
of the Board of Directors at any special or regular meeting of the Board.
Notwithstanding anything to the contrary contained in this Section 9.1, neither
-----------
Section 2.3(e) nor Section 2.14 of these Bylaws shall be amended, altered or
- -------------- ------------
repealed without the prior written approval of (i) the holders of at least fifty
percent (50%) of the shares of the Series A Preferred Stock (solely with respect
to any such action affecting the rights of the holders of the Series A Preferred
Stock set forth in Section 2.3(e) or Section 2.14 so long as the holders of the
-------------- ------------
Series A Preferred Stock have the right to nominate one of the Class I Directors
of the Corporation pursuant to Section 4.3(d)(ii) of the Certificate of
------------------
Incorporation) and (ii) the holders of a Majority in Interest (as such term is
defined in the Stockholders' Agreement) of the Common Stock beneficially owned
by the Cash Equity Investors (solely with respect any such action affecting the
rights of the Cash Equity Investors set forth in section 2.3(e) or Section 2.14
-------------- ------------
so long as the Cash Equity Investors have the right to nominate one of the Class
I Directors and one of the Class III Directors of the Corporation pursuant to
Section ____ of the Stockholders' Agreement).

ARTICLE 10.

CONSTRUCTION

10.1 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.

<PAGE>
Exhibit 4.1

<TABLE>
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE

<S> <C> <C>
[SEAL] Triton PCS [SEAL]
CLASS A COMMON STOCK Triton PCS Holdings, Inc. CLASS A COMMON STOCK
PAR VALUE $0.01 CUSIP 89677M 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF ONE CENT ($.01) EACH OF
TRITON PCS HOLDINGS, INC.

(hereinafter called the "Company") transferable only upon the books of the Company by the holder hereof in person or by a duly
authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented
hereby are issued under and are subject to the laws of the State of Delaware and to all provisions of the Certificate of
Incorporation and the Bylaws of the Company, including any and all amendments as may from time to time be made thereto, to all the
terms and conditions of which the holder, by acceptance thereof, assets. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by the facsimile signatures of its duly authorized
officers and its facsimile corporate seal to be hereunto affixed.

Dated:

DAVID D. CLARK M.E. Kalogris
SECRETARY [SEAL OF TRITON PCS HOLDINGS, INC.] CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

</TABLE>
<PAGE>

TRITON PCS HOLDINGS, INC.

The Company is authorized to issue more than one class or series of stock. The
Company will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative, participating
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT...............Custodian...................
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act________________________________________
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

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

- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)

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

- ------------------------------------------------------------------------ Shares
of the Class A Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________________________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.

Dated _____________________

__________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
__________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION, BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE ^^^

<PAGE>

EXHIBIT 5.1

[DOW, LOHNES & ALBERTSON, PLLC LETTERHEAD]

October 20, 1999

Triton PCS Holdings, Inc.
375 Technology Drive
Malvern, Pennsylvania 19355

Ladies and Gentlemen:

We refer to the Registration Statement (the "Registration Statement") on
Form S-1 (File No. 333-85149), filed by Triton PCS Holdings, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission"), for the purpose of registering under the Securities Act of 1933,
as amended (the "Securities Act"), shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), to be offered to the
public pursuant to an Underwriting Agreement (the "Underwriting Agreement")
among the Company and Morgan Stanley & Co. Incorporated, Lehman Brothers Inc.,
Salomon Smith Barney Inc., First Union Securities, Inc. and J.P. Morgan
Securities Inc., as representatives of the U.S. underwriters, and Morgan Stanley
& Co. International Limited, Lehman Brothers International (Europe), Salomon
Brothers International Limited, First Union Securities, Inc. and J.P. Morgan
Securities Ltd., as representatives of the international underwriters.
Capitalized terms used herein that are not otherwise defined shall have the same
meanings given them in the Underwriting Agreement.

In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals or copies, certified or otherwise
identified to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein. In our examination we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.

We are members of the Bar of the District of Columbia and do not purport
to be experts on, or generally familiar with, or certified to express legal
conclusions based upon, the laws of any other jurisdiction, other than the
Delaware General Corporation Law and the laws of the United States to the extent
applicable hereto. Accordingly, as to matters of law set forth below, our
opinion is limited to matters of law under the laws of the District of Columbia,
the laws of the United States to the extent applicable hereto and the Delaware
General Corporation Law, and we express no opinion as to conflicts of law rules
or the laws of any states or jurisdictions other than as specified above.
<PAGE>

Triton PCS Holdings, Inc.
October 20, 1999
Page 2

Based upon the foregoing and subject to the other qualifications stated
herein, we are of the opinion that the shares of Class A Common Stock being
registered by the Company pursuant to the Registration Statement have been duly
authorized and, when issued and delivered in accordance with the terms of the
Underwriting Agreement, will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and any abbreviated registration statements relating
thereto that may be filed to register additional securities identical to those
covered by the Registration Statement (including a registration statement filed
pursuant to Rule 462(b) under the Securities Act), and to the reference to this
firm under the caption "Legal Matters" contained in the prospectus filed as a
part thereof. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.

Very truly yours,

DOW, LOHNES & ALBERTSON, PLLC

By: /s/ John W. McNamara
--------------------
John W. McNamara
Member

<PAGE>

EXHIBIT 10.27

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

================================================================================
Phase Reference ATP Price Triton Price
- --------------------------------------------------------------------------------
Myrtle Beach Changeout Schedule A 1 $ ***** $ *****
Phase 2 Schedule A 2 $ ***** $ *****
Phase 3 Schedule A 3 $ ***** $ *****
Transceiver Expansion Schedule A 4 $ ***** $ *****
- --------------------------------------------------------------------------------
Contract Price $ ***** $ *****
- --------------------------------------------------------------------------------
Less Market Development Fund $ *****
- --------------------------------------------------------------------------------
Less Additional Discount in lieu of financing $ *****
- --------------------------------------------------------------------------------
Net Purchase Price $ *****
================================================================================

***** 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>
SCHEDULE A 1 (MB)

<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Product Reference Triton Price Qty Ext Triton Price
- ------------------------------------------------------------------------------------------------------------------------
MSC2000 Hardware to replace Nortel Schedule A 1.1 $ ***** 1 $ *****
Basic software fee to support current MB peak load Schedule A 1.1 $ ***** 1 $ *****
MSC software features (same as Greenville MSC) Schedule A SW $ ***** 1 $ *****
Hardware for 35 RBS884 sites to replace Nortel sites. Schedule A 1.2 $ ***** 1 $ *****
Software for 35 RBS884 sites to replace Nortel sites. Schedule A 1.2 $ ***** 1 $ *****
Myrtle Beach Services Schedule A 1.3 $ ***** 1 $ *****
- ------------------------------------------------------------------------------------------------------------------------
Myrtle Beach Changeout $ *****
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SCHEDULE A 2 (P2)

<TABLE>
<CAPTION>
===================================================================================================================
Product Reference Triton Price Qty Ext Triton Price
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MSC1
MSC2000 Hardware Schedule A 2.1 $ ***** 1 $ *****
MSC2000 Basic Software (Note 1) Schedule A 2.1 $ ***** 1 $ *****
MSC2000 Software Features Schedule A SW $ ***** 1 $ *****
MSC2000 Implementation Schedule A 2.1 $ ***** 1 $ *****
MSC 0&M Support Schedule A OM $ ***** 1 $ *****
- -------------------------------------------------------------------------------------------------------------------
$ *****
- -------------------------------------------------------------------------------------------------------------------
MSC 2
MSC2000 Hardware (expand MB MSC) Schedule A 2.2 $ ***** 1 $ *****
MSC2000 Basic Software (expand MB MSC) (Note 1) Schedule A 2.2 $ ***** 1 $ *****
MSC2000 Implementation (expand MB MSC) Schedule A 2.2 $ ***** 1 $ *****
- -------------------------------------------------------------------------------------------------------------------
$ *****
- -------------------------------------------------------------------------------------------------------------------

RBS
Hardware for RBS884 SCCS Schedule A SCCS $ ***** 289 $ *****
Power for RBS884 SCCS Schedule A SCCS $ ***** 289 $ *****
Software for RBS884 SCCS Schedule A SCCS $ ***** 289 $ *****
RBS Spares $ ***** 1 $ *****
Implementation Services for SCCS Schedule A SCCS $ ***** 289 $ *****
- -------------------------------------------------------------------------------------------------------------------
$ *****
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
Total Phase 2 $ *****
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 1: MSC Basic Software charged on a Simultaneous Call Capacity basis. Triton
does not pay for capacity until required in the network.

<PAGE>

SCHEDULE A 3 (P3)

<TABLE>
<CAPTION>
========================================================================================================================
Product Reference Triton Price Qty Extended Triton Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MSC1 Expansion
MSC2000 Basic Software (Note 1) Schedule A 3.1 $ ***** 1 $ *****
- ------------------------------------------------------------------------------------------------------------------------
$ *****
- ------------------------------------------------------------------------------------------------------------------------
MSC 2 Expansion
MSC2000 Basic Software (Note 1) Schedule A 3.2 $ ***** 1 $ *****
- ------------------------------------------------------------------------------------------------------------------------
$ *****
- ------------------------------------------------------------------------------------------------------------------------
MSC3 New
MSC2000 Hardware Schedule A 3.3 $ ***** 1 $ *****
MSC2000 Basic Software (Note 1) Schedule A 3.3 $ ***** 1 $ *****
MSC2000 Software Features Schedule A SW $ ***** 1 $ *****
MSC2000 Implementation Schedule A 3.3 $ ***** 1 $ *****
MSC 0&M Support Schedule A OM $ ***** 1 $ *****
- ------------------------------------------------------------------------------------------------------------------------
$ *****
- ------------------------------------------------------------------------------------------------------------------------

RBS (note 2)
Hardware for RBS884 SCCS Schedule A SCCS $ ***** 211 $ *****
Power for RBS884 SCCS Schedule A SCCS $ ***** 211 $ *****
Software for RBS884 SCCS Schedule A SCCS $ ***** 211 $ *****
RBS Spares $ ***** 1 $ *****
Implementation Services for SCCS Schedule A SCCS $ ***** 211 $ *****
- ------------------------------------------------------------------------------------------------------------------------
$ *****
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
Total Phase 2 $ *****
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 1: MSC Basic Software charged on a Simultaneous Call Capacity basis. Triton
does not pay for capacity until required in the network.

<PAGE>

SCHEDULE A 4 (TRX)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Part Number Description Qty ATP Price Price Ext ATP Ext Triton
- ------------------------------------------------------------------------------------------------------------------------
RBS
KRC12103/3 TRX 30W 1900MHZ MACRO 5000 $ ***** $ ***** $ ***** $ *****
RBS4003000 1900MHZ/BASIC/O&M SOFTWARE REV 1.0 5000 $ ***** $ ***** $ ***** $ *****
RBS4003002 1900MHZ/IS-136 TDMA-TRANSCEIVER 5000 $ ***** $ ***** $ ***** $ *****
- ------------------------------------------------------------------------------------------------------------------------
Total TRX Expansion $ ***** $ *****
- ------------------------------------------------------------------------------------------------------------------------

Note 1: Assumes that Triton personnel will perform the expansion services.
Note 2: These 5000 Transceivers will be purchased by Triton for Phase 2 and Phase 3 markets.
</TABLE>

<PAGE>
Schedule A 1.1
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
MISC 2 - PHASE 2 LIST ATP TRITON EXTD
PRODUCT DESCRIPTION PRICE PRICE QTY DISCOUNT TRITON
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
MC MSC 2000

MCA BASIC SOFTWARE
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $**** $**** 500 **% $****
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $**** $**** **% $****
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $**** $**** **% $****
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $**** $**** **% $****
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $**** $**** **% $****
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $**** $**** **% $****
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $**** $**** **% $****
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10001- $**** $**** **% $****

MCB EASYPACK MSC CORE PART
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 112 0 $**** $**** 1 **% $****
FAB 125 113 Core expansion 32K to 48K Group Switch $**** $**** **% $****

MCC EASYPACK MSC FLEXIBLE PART
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 (MB Replacement) $**** $**** 3 **% $****
FAB 125 118 Digital cabinet (incl. int.Echo Can. & Transcoder) (MBrepla $**** $**** 4 **% $****

MCF EASYPACK MSC RAISED FLOOR
- -----------------------------------------------------------------------------------------------------------------------------------
MCF006 40.6 m2 Raised floor (height 400mm) $**** $**** **% $****
MCF007 40.6 m2 Earth quake proof raised floor (height 400mm) $**** $**** 1 **% $****

MCH LZPACK INSTALLMATERIALKITS W/CABLES
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $**** $**** 1 **% $****
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $**** $**** **% $****
FAB 125 173 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.02) $**** $**** 1 **% $****
FAB 125 174 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.09) $**** $**** 1 **% $****
FAB 125 175 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.11) $**** $**** 1 **% $****
FAB 125 176 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.13) $**** $**** **% $****
FAB 125 177 Inst.Mtrls.&Cables for Traffic cabinet T1(120 Ohm,pos.28) $**** $**** **% $****
FAB 125 178 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.26) $**** $**** **% $****
FAB 125 179 25 m Power cables, Traffic cabinet-T1 pos.07 $**** $**** 1 **% $****
FAB 125 180 25 m Power cables, Traffic cabinet-T1 pos.09 $**** $**** 1 **% $****
FAB 125 181 25 m Power cables, Traffic cabinet-T1 pos.11 $**** $**** 1 **% $****
FAB 125 182 25 m Power cables, Traffic cabinet-T1 pos.13 $**** $**** **% $****
FAB 125 183 25 m Power cables, Traffic cabinet-T1 pos. 28 $**** $**** **% $****
FAB 125 184 25 m Power cables, Traffic cabinet-T1 pos.26 $**** $**** **% $****
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $**** $**** 1 **% $****
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $**** $**** 1 **% $****
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $**** $**** 1 **% $****
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $**** $**** 1 **% $****
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $**** $**** **% $****
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $**** $**** **% $****
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $**** $**** **% $****
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 195 25 m Power cables, Digital cabinet pos. 06 $**** $**** 1 **% $****
FAB 125 196 25 m Power cables, Digital cabinet pos. 08 $**** $**** 1 **% $****
FAB 125 197 25 m Power cables, Digital cabinet pos. 10 $**** $**** 1 **% $****
FAB 125 198 25 m Power cables, Digital cabinet pos. 12 $**** $**** 1 **% $****
FAB 125 199 25 m Power cables, Digital cabinet pos. 30 $**** $**** 1 **% $****
FAB 125 200 25 m Power cables, Digital cabinet pos. 31 $**** $**** **% $****
FAB 125 201 25 m Power cables, Digital cabinet pos. 32 $**** $**** **% $****
FAB 125 202 25 m Power cables, Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 203 25 m Power cables, Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 204 25 m Power cables, Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 207 Inst. Mtrls. and cables for CSR $**** $**** **% $****
FAB 125 208 25 m Power cables for CSR $**** $**** **% $****
FAB 125 209 Inst. Mtrls. and cables for KRD $**** $**** **% $****
FAB 125 210 25 m Power cables for KRD $**** $**** **% $****
FAB 125 243 Earthquake proof kit, MSC 2000 core $**** $**** 1 **% $****
FAB 125 244 Earthquake proof kit for BYB 501 cabinet $**** $**** 11 **% $****

MCI SPARE PARTS
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 215 On-site spare board kit, MSC 2000, digital, u-law $**** $**** 1 **% $****

MCJ DOCUMENTATION
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-Mod, D-Mod,F-Mod for MSC & HLR $**** $**** 1 **% $****
- -----------------------------------------------------------------------------------------------------------------------------------

Hardware $****
Software $****
Implementation $****
Total $****
----------------------------------------
</TABLE>

<PAGE>

SCHEDULE A 1.2

Myrtle Beach Cell-site Hardware and Software
Ericsson will replace each of the existing 35 Nortel radio base stations in
Myrtle Beach with a comparable Ericsson RBS884 radio base station. The pricing
is based upon the following understanding of the existing Myrtle Beach market:

- -----------------------------------
Total Number of Sites 35
- -----------------------------------
# of Nortel Analog Radios 809
- -----------------------------------
# of Nortel Analog/CDPD Radios 68
- -----------------------------------
# of Nortel Analog/TDMA Radios 3
- -----------------------------------
# of Nortel TDMA Radios 26
- -----------------------------------

The Analog/TDMA Radios will be replaced with Ericsson TDMA Radios. If it is
discovered that the quantities and/or configurations are significantly
different, then Ericsson and Triton shall revisit the pricing of the Radio Base
Stations.

<PAGE>

SCHEDULE A 1.3

Myrtle Beach Services

<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------------
RF Engineering Services Antenna System Configuration Audit
- --------------------------------------------------------------------------------------
Radio Network Design Assessment
- --------------------------------------------------------------------------------------
Radio Network Design Implementation
- --------------------------------------------------------------------------------------
Radio Network Initial Tuning
- --------------------------------------------------------------------------------------
Cell Design Data Generation
- --------------------------------------------------------------------------------------
Network Engineering Services Transmission Interconnect Design for MSC
- --------------------------------------------------------------------------------------
Transmission Interconnect Design for RBS sites
- --------------------------------------------------------------------------------------
Cutover Coordination
- --------------------------------------------------------------------------------------
Signalling Network Design
- --------------------------------------------------------------------------------------
Transmission Installation Specifications for MSC
- --------------------------------------------------------------------------------------
Transmission Installation Specifications for RBS sites
- --------------------------------------------------------------------------------------
Voice Trunk Network Design
- --------------------------------------------------------------------------------------
RBS Implementation Services Power and Grounding Audit
- --------------------------------------------------------------------------------------
Data Transcript
- --------------------------------------------------------------------------------------
RBS Site Engineering
- --------------------------------------------------------------------------------------
RBS Installation and Commissioning
- --------------------------------------------------------------------------------------
De-Installation of Nortel RBS Equipment
- --------------------------------------------------------------------------------------
MSC Implementation Services Power and Grounding Audit
- --------------------------------------------------------------------------------------
MSC2000 Site Engineering
- --------------------------------------------------------------------------------------
MSC2000 Data Transcript
- --------------------------------------------------------------------------------------
MSC2000 Installation and Commissioning
- --------------------------------------------------------------------------------------
De-Installation of Nortel MSC
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Schedule A. 2.1

<TABLE>
<CAPTION>
MSC 1 - PHASE 2 LIST ATP TRITON EXT
PRODUCT# DESCRIPTION PRICE PRICE QTY DISC. TRITON
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
MC MSC 2000
- ------------------------------------------------------------------------------------------------------------------------------------
MCA BASIC SOFTWARE
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $**** $**** 500 **% $****
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $**** $**** 500 **% $****
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $**** $**** 109 **% $****
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $**** $**** 0 **% $****
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $**** $**** 0 **% $****
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $**** $**** **% $****
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $**** $**** **% $****
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10001- $**** $**** **% $****

MCB EASYPACK MSC CORE PART
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 112 MSC2000 Core $**** $**** 1 **% $****
FAB 125 113 Core expansion 32K to 48K Group Switch $**** $**** 0 **% $****

MCC EASYPACK MSC FLEXIBLE PART
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 $**** $**** 4 **% $****
FAB 125 118 Digital cabinet (incl. Int. Echo Can. & Transcoder) $**** $**** 5 **% $****

MCH EASYPACK MSC RAISED FLOOR
- ------------------------------------------------------------------------------------------------------------------------------------
MCF005 40.6 m2 Raised floor (height 400 mm) $**** $**** **% $****
MCF007 40.6 m2 Earth quake proof raised floor (height 400 mm) $**** $**** 1 **% $****

MCH EZPACK INSTALLMATERIALKITS w/CABLES
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $**** $**** 1 **% $****
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $**** $**** 0 **% $****
FAB 125 173 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.07) $**** $**** 1 **% $****
FAB 125 174 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.09) $**** $**** 1 **% $****
FAB 125 175 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.11) $**** $**** 1 **% $****
FAB 125 176 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.13) $**** $**** 1 **% $****
FAB 125 177 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.28) $**** $**** **% $****
FAB 125 178 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.26) $**** $**** **% $****
FAB 125 179 25 m Power cables, Traffic cabinet-T1 pos.07 $**** $**** 1 **% $****
FAB 125 180 25 m Power cables, Traffic cabinet-T1 pos.09 $**** $**** 1 **% $****
FAB 125 181 25 m Power cables, Traffic cabinet-T1 pos.11 $**** $**** 1 **% $****
FAB 125 182 25 m Power cables, Traffic cabinet-T1 pos.13 $**** $**** 1 **% $****
FAB 125 183 25 m Power cables, Traffic cabinet-T1 pos.28 $**** $**** **% $****
FAB 125 184 25 m Power cables, Traffic cabinet-T1 pos.26 $**** $**** **% $****
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $**** $**** 1 **% $****
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $**** $**** 1 **% $****
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $**** $**** 1 **% $****
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $**** $**** 1 **% $****
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $**** $**** 1 **% $****
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $**** $**** 0 **% $****
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $**** $**** 0 **% $****
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $**** $**** 0 **% $****
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 195 25 m Power cables, Digital cabinet pos. 06 $**** $**** 1 **% $****
FAB 125 196 25 m Power cables, Digital cabinet pos. 08 $**** $**** 1 **% $****
FAB 125 197 25 m Power cables, Digital cabinet pos. 10 $**** $**** 1 **% $****
FAB 125 198 25 m Power cables, Digital cabinet pos. 12 $**** $**** 1 **% $****
FAB 125 199 25 m Power cables, Digital cabinet pos. 30 $**** $**** 1 **% $****
FAB 125 200 25 m Power cables, Digital cabinet pos. 31 $**** $**** 0 **% $****
FAB 125 201 25 m Power cables, Digital cabinet pos. 32 $**** $**** 0 **% $****
FAB 125 202 25 m Power cables, Digital cabinet pos. 33 $**** $**** 0 **% $****
FAB 125 203 25 m Power cables, Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 204 25 m Power cables, Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 207 Inst. Mtrls. and cables for CSR $**** $**** **% $****
FAB 125 208 25 m Power cables for CSR $**** $**** **% $****
FAB 125 209 Inst. Mtrls. and cables for KRD $**** $**** **% $****
FAB 125 210 25 m Power cables for KRD $**** $**** **% $****
FAB 125 243 Earthquake proof kit, MSC 2000 core $**** $**** 1 **% $****
FAB 125 244 Earthquake proof kit for BYB 501 cabinet $**** $**** 9 **% $****

MCJ SPARE PARTS
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 215 On-site spare board kit, MSC 2000, digital, u-law $**** $**** 1 **% $****

MCJ DOCUMENTATION
- ------------------------------------------------------------------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-Mod, D-Mod, F-Mod for MSC & HLR $**** $**** 1 **% $****
- ------------------------------------------------------------------------------------------------------------------------------------

Hardware $****
Software $****
Implementation $****
Total $****
</TABLE>

<PAGE>
Schedule A 2.2
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
MISC 2 - PHASE 2 LIST ATP TRITON EXTD
PRODUCT DESCRIPTION PRICE PRICE QTY DISCOUNT TRITON
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
MC MSC 2000

MCA BASIC SOFTWARE
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $**** $**** 0 **% $****
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $**** $**** 67 **% $****
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $**** $**** **% $****
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $**** $**** **% $****
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $**** $**** **% $****
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $**** $**** **% $****
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $**** $**** **% $****
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10001- $**** $**** **% $****

MCB EASYPACK MSC CORE PART
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 112 0 $**** $**** 0 **% $****
FAB 125 113 Core expansion 32K to 48K Group Switch $**** $**** 1 **% $****

MCC EASYPACK MSC FLEXIBLE PART
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 (MB Replacement) $**** $**** 0 **% $****
Traffic cabinet T1 (P2 Expansion) $**** $**** 2 **% $****
FAB 125 118 Digital cabinet (incl. int.Echo Can. & Transcoder) (MBrepla $**** $**** 0 **% $****
Digital cabinet (incl. Int.Echo Can. & Transcoder) (P2 Exp) $**** $**** 2 **% $****

MCF EASYPACK MSC RAISED FLOOR
- -----------------------------------------------------------------------------------------------------------------------------------
MCF005 40.6 m2 Raised floor (height 400mm) $**** $**** **% $****
MCF007 40.6 m2 Earth quake proof raised floor (height 400mm) $**** $**** 0 **% $****

MCH EZPACK INSTALLMATERIALKITS W/CABLES
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $**** $**** 0 **% $****
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $**** $**** 0 **% $****
FAB 125 173 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.07) $**** $**** 0 **% $****
FAB 125 174 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.09) $**** $**** 0 **% $****
FAB 125 175 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.11) $**** $**** 0 **% $****
FAB 125 176 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.13) $**** $**** 1 **% $****
FAB 125 177 Inst.Mtrls.&Cables for Traffic cabinet T1(120 Ohm,pos.28) $**** $**** 1 **% $****
FAB 125 178 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.26) $**** $**** **% $****
FAB 125 179 25 m Power cables, Traffic cabinet-T1 pos.07 $**** $**** 0 **% $****
FAB 125 180 25 m Power cables, Traffic cabinet-T1 pos.09 $**** $**** 0 **% $****
FAB 125 181 25 m Power cables, Traffic cabinet-T1 pos.11 $**** $**** 0 **% $****
FAB 125 182 25 m Power cables, Traffic cabinet-T1 pos.13 $**** $**** 1 **% $****
FAB 125 183 25 m Power cables, Traffic cabinet-T1 pos. 28 $**** $**** 1 **% $****
FAB 125 184 25 m Power cables, Traffic cabinet-T1 pos.26 $**** $**** **% $****
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $**** $**** 0 **% $****
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $**** $**** 0 **% $****
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $**** $**** 0 **% $****
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $**** $**** 0 **% $****
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $**** $**** 1 **% $****
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $**** $**** 1 **% $****
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $**** $**** 0 **% $****
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 195 25 m Power cables, Digital cabinet pos. 06 $**** $**** 0 **% $****
FAB 125 196 25 m Power cables, Digital cabinet pos. 08 $**** $**** 0 **% $****
FAB 125 197 25 m Power cables, Digital cabinet pos. 10 $**** $**** 0 **% $****
FAB 125 198 25 m Power cables, Digital cabinet pos. 12 $**** $**** 0 **% $****
FAB 125 199 25 m Power cables, Digital cabinet pos. 30 $**** $**** 0 **% $****
FAB 125 200 25 m Power cables, Digital cabinet pos. 31 $**** $**** 0 **% $****
FAB 125 201 25 m Power cables, Digital cabinet pos. 32 $**** $**** 0 **% $****
FAB 125 202 25 m Power cables, Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 203 25 m Power cables, Digital cabinet pos. 34 $**** $**** **% $****
FAB 125 204 25 m Power cables, Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 207 Inst. Mtrls. and cables for CSR $**** $**** **% $****
FAB 125 208 25 m Power cables for CSR $**** $**** **% $****
FAB 125 209 Inst. Mtrls. and cables for KRD $**** $**** **% $****
FAB 125 210 25 m Power cables for KRD $**** $**** **% $****
FAB 125 243 Earthquake proof kit, MSC 2000 core $**** $**** 0 **% $****
FAB 125 244 Earthquake proof kit for BYB 501 cabinet $**** $**** 0 **% $****

MCJ DOCUMENTATION
- -----------------------------------------------------------------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-Mod, D-Mod,F-Mod for MSC & HLR $**** $**** 0 **% $****
- -----------------------------------------------------------------------------------------------------------------------------------

Hardware $****
Software $****
Implementation $****
Total $****
----------------------------------------
</TABLE>

<PAGE>
Schedule A 3.1

<TABLE>
<CAPTION>
MSC 1 - PHASE 3 LIST ATP TRITON EXTD
PRODUCT # DESCRIPTION PRICE PRICE QTY DISC. TRITON
- ------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
MC MCS 2000 $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
MCA BASIC SOFTWARE
- ------------------------------------------------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $**** $**** **% $****
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $**** $**** **% $****
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $**** $**** 391 **% $****
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $**** $**** 500 **% $****
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $**** $**** 510 **% $****
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $**** $**** **% $****
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $**** $**** **% $****
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10000- $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
MCB EASYPACK MSC CORE PART
- ------------------------------------------------------------------------------------------------------------------
FAB 125 112 0 $**** $**** **% $****
FAB 125 113 Core expansion 32K to 48K Group Switch $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
MCC EASYPACK MSC FLEXIBLE PART
- ------------------------------------------------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 $**** $**** 0 **% $****
FAB 125 118 Digital cabinet (incl. IntEcho Can. & Transcoder) $**** $**** 0 **% $****
- ------------------------------------------------------------------------------------------------------------------
MCF EASYPACK MSC RAISED FLOOR
- ------------------------------------------------------------------------------------------------------------------
MCF005 40.6 m2 Raised floor (height 400 mm) $**** $**** **% $****
MCF007 40.6 m2 Earth quake proof raised floor (height 400mm) $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
MCH EZPACK INSTALLMATERIALKITS w/CABLES
- ------------------------------------------------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $**** $**** **% $****
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $**** $**** **% $****
FAB 125 173 Inst.Mtrls.&cables for Traffic cabinet T1(120 Ohm,pos.07) $**** $**** **% $****
FAB 125 174 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.09) $**** $**** **% $****
FAB 125 175 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.11) $**** $**** **% $****
FAB 125 176 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.13) $**** $**** **% $****
FAB 125 177 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.28) $**** $**** 0 **% $****
FAB 125 178 Inst.Mtrls.&cables for Traffic cabinet-T1(120 Ohm,pos.26) $**** $**** **% $****
FAB 125 179 25 m Power cables. Traffic cabinet-T1 pos.07 $**** $**** **% $****
FAB 125 180 25 m Power cables. Traffic cabinet-T1 pos.09 $**** $**** **% $****
FAB 125 181 25 m Power cables. Traffic cabinet-T1 pos.11 $**** $**** **% $****
FAB 125 182 25 m Power cables. Traffic cabinet-T1 pos.13 $**** $**** **% $****
FAB 125 183 25 m Power cables. Traffic cabinet-T1 pos.28 $**** $**** 0 **% $****
FAB 125 184 25 m Power cables. Traffic cabinet-T1 pos.26 $**** $**** **% $****
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $**** $**** **% $****
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $**** $**** **% $****
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $**** $**** **% $****
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $**** $**** **% $****
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $**** $**** **% $****
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $**** $**** **% $****
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $**** $**** **% $****
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $**** $**** 0 **% $****
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 195 25 m Power cables. Digital cabinet pos. 06 $**** $**** **% $****
FAB 125 196 25 m Power cables. Digital cabinet pos. 08 $**** $**** **% $****
FAB 125 197 25 m Power cables. Digital cabinet pos. 10 $**** $**** **% $****
FAB 125 198 25 m Power cables. Digital cabinet pos. 12 $**** $**** **% $****
FAB 125 199 25 m Power cables. Digital cabinet pos. 30 $**** $**** **% $****
FAB 125 200 25 m Power cables. Digital cabinet pos. 31 $**** $**** **% $****
FAB 125 201 25 m Power cables. Digital cabinet pos. 32 $**** $**** **% $****
FAB 125 202 25 m Power cables. Digital cabinet pos. 33 $**** $**** **% $****
FAB 125 203 25 m Power cables. Digital cabinet pos. 34 $**** $**** 0 **% $****
FAB 125 204 25 m Power cables. Digital cabinet pos. 35 $**** $**** **% $****
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $**** $**** **% $****
FAB 125 207 Inst. Mtrls. and cables for CSR $**** $**** **% $****
FAB 125 208 25 m Power cables for CSR $**** $**** **% $****
FAB 125 209 Inst. Mtrls. and cables for KRD $**** $**** **% $****
FAB 125 210 25 m Power cables for KRD $**** $**** **% $****
FAB 125 243 Earthquake proof kit, MSC 2000 core $**** $**** **% $****
FAB 125 244 Earthquake proof kit for BYB 501 cabinet $**** $**** 0 **% $****
- ------------------------------------------------------------------------------------------------------------------
MCI SPARE PARTS
- ------------------------------------------------------------------------------------------------------------------
FAB 125 215 On-site spare board kit. MSC 2000, digital, u-law $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
MCJ DOCUMENTATION
- ------------------------------------------------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-MOD.D-Mod.F-Mod for MSC & HLR $**** $**** **% $****
- ------------------------------------------------------------------------------------------------------------------
Hardware $****
Software $****
Implementation $****
Total $****
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
Schedule A 3.2
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
MSC 2 - PHASE 3 LIST ATP TRITON EXTD
Product# Description PRICE PRICE QTY DISC. TRITON
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MC MSC 2000
- ----------------------------------------------------------------------------
MCA BASIC SOFTWARE
- ----------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $** $** **% $**
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $** $** 433 **% $**
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $** $** 254 **% $**
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $** $** **% $**
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $** $** **% $**
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $** $** **% $**
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $** $** **% $**
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10001- $** $** **% $**
- ----------------------------------------------------------------------------
MCB EASYPACK MSC CORE PART
- ----------------------------------------------------------------------------
FAB 125 112 0 $** $** **% $**
FAB 125 113 Core expansion 32K to 48K Group Switch $** $** **% $**
- ----------------------------------------------------------------------------
MCC EASYPACK MSC FLEXIBLE PART
- ----------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 $** $** 0 **% $**
FAB 125 118 Digital cabinet (incl. Int. Echo Can. & Transcoder) $** $** 0 **% $**
- ----------------------------------------------------------------------------
MCF EASYPACK MSC RAISED FLOOR
- ----------------------------------------------------------------------------
MCF005 40.6 m2 Raised floor (height 400 mm) $** $** **% $**
MCF007 40.6 m2 Earth quake proof raised floor (height 400mm) $** $** **% $**
- ----------------------------------------------------------------------------
MCH EZPACK INSTALL MATERIAL KITS w/CABLES
- ----------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $** $** **% $**
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $** $** **% $**
FAB 125 173 Inst. Mtrls. & cables for Traffic cabinet T1(120 Ohm.pos.07) $** $** **% $**
FAB 125 174 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.09) $** $** **% $**
FAB 125 175 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.11) $** $** **% $**
FAB 125 176 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.13) $** $** **% $**
FAB 125 177 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.28) $** $** **% $**
FAB 125 178 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.26) $** $** 0 **% $**
FAB 125 179 25 m Power cables, Traffic cabinet-T1 pos. 07 $** $** **% $**
FAB 125 180 25 m Power cables, Traffic cabinet-T1 pos. 09 $** $** **% $**
FAB 125 181 25 m Power cables, Traffic cabinet-T1 pos. 11 $** $** **% $**
FAB 125 182 25 m Power cables, Traffic cabinet-T1 pos. 13 $** $** **% $**
FAB 125 183 25 m Power cables, Traffic cabinet-T1 pos. 28 $** $** **% $**
FAB 125 184 25 m Power cables, Traffic cabinet-T1 pos. 26 $** $** 0 **% $**
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $** $** **% $**
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $** $** **% $**
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $** $** **% $**
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $** $** **% $**
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $** $** **% $**
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $** $** **% $**
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $** $** **% $**
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $** $** **% $**
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $** $** 0 **% $**
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $** $** **% $**
FAB 125 195 25 m Power cables, Digital cabinet pos. 06 $** $** **% $**
FAB 125 196 25 m Power cables, Digital cabinet pos. 08 $** $** **% $**
FAB 125 197 25 m Power cables, Digital cabinet pos. 10 $** $** **% $**
FAB 125 198 25 m Power cables, Digital cabinet pos. 12 $** $** **% $**
FAB 125 199 25 m Power cables, Digital cabinet pos. 30 $** $** **% $**
FAB 125 200 25 m Power cables, Digital cabinet pos. 31 $** $** **% $**
FAB 125 201 25 m Power cables, Digital cabinet pos. 32 $** $** **% $**
FAB 125 202 25 m Power cables, Digital cabinet pos. 33 $** $** **% $**
FAB 125 203 25 m Power cables, Digital cabinet pos. 34 $** $** 0 **% $**
FAB 125 204 25 m Power cables, Digital cabinet pos. 35 $** $** **% $**
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $** $** **% $**
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $** $** **% $**
FAB 125 207 Inst. Mtrls. and cables for CSR $** $** **% $**
FAB 125 208 25 m Power cables for CSR $** $** **% $**
FAB 125 209 Inst. Mtrls. and cables for KRD $** $** **% $**
FAB 125 210 25 m Power cables for KRD $** $** **% $**
FAB 125 243 Earthquake proof kit, MSC 2000 core $** $** **% $**
FAB 125 244 Earthquake proof kit for BY8 501 cabinet $** $** 0 **% $**
- ----------------------------------------------------------------------------
MCI SPARE PARTS **% $**
- ----------------------------------------------------------------------------
FAB 125 215 On-site spare board kit, MSC 2000, digital, u-law $** $** **% $**
- ----------------------------------------------------------------------------
MCJ DOCUMENTATION **% $**
- ----------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-Mod,D-Mod,F-Mod for MSC & HLR $** $** **% $**
- --------------------------------------------------------------------------------------------------------------------------
Hardware $**
Software $**
Implementation $**
Total $**
------------------------------------
</TABLE>

<PAGE>
Schedule A 3.3
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
MSC 3 - PHASE 3 LIST ATP EXTD TRITON EXTD
Product# Description PRICE PRICE QTY ATP DISC. TRITON
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MG MSC 2000
- ----------------------------------------------------------------------------
MCA BASIC SOFTWARE
- ----------------------------------------------------------------------------
FAB 125 103 Basic SW RTU Fee for MSC 2000, SCC 1-500 $**** $**** 500 $**** **% $****
FAB 125 104 Basic SW RTU Fee for MSC 2000, SCC 501-1000 $**** $**** 500 $**** **% $****
FAB 125 105 Basic SW RTU Fee for MSC 2000, SCC 1001-1500 $**** $**** 500 $**** **% $****
FAB 125 106 Basic SW RTU Fee for MSC 2000, SCC 1501-2000 $**** $**** 500 $**** **% $****
FAB 125 107 Basic SW RTU Fee for MSC 2000, SCC 2001-3500 $**** $**** 8 $**** **% $****
FAB 125 108 Basic SW RTU Fee for MSC 2000, SCC 3501-5000 $**** $**** $**** **% $****
FAB 125 109 Basic SW RTU Fee for MSC 2000, SCC 5001-10000 $**** $**** $**** **% $****
FAB 125 110 Basic SW RTU Fee for MSC 2000, SCC 10001- $**** $**** $**** **% $****
- ----------------------------------------------------------------------------
MCB EASYPACK MSC CORE PART $**** **% $****
- ----------------------------------------------------------------------------
FAB 125 112 0 $**** $**** 1 $**** **% $****
FAB 125 113 Core expansion 32K to 48K Group Switch $**** $**** 1 $**** **% $****
- ----------------------------------------------------------------------------
MCC EASYPACK MSC FLEXIBLE PART $**** **% $****
- ----------------------------------------------------------------------------
FAB 125 117 Traffic cabinet T1 $**** $**** 6 $**** **% $****
FAB 125 118 Digital cabinet (incl. Int. Echo Can. & Transcoder) $**** $**** 7 $**** **% $****
- ----------------------------------------------------------------------------
MCF EASYPACK MSC RAISED FLOOR $**** **% $****
- ----------------------------------------------------------------------------
MCF005 40.6 m2 Raised floor (height 400 mm) $**** $**** $**** **% $****
MCF007 40.6 m2 Earth quake proof raised floor (height 400mm) $**** $**** 1 $**** **% $****
- ----------------------------------------------------------------------------
MCH EZPACK INSTALL MATERIAL KITS w/CABLES $**** **% $****
- ----------------------------------------------------------------------------
FAB 125 114 25 m Power cables for MSC 2000 Core $**** $**** 1 $**** **% $****
FAB 125 115 25 m Power cables for MSC 2000 Core expansion $**** $**** 1 $**** **% $****
FAB 125 173 Inst. Mtrls. & cables for Traffic cabinet T1(120 Ohm.pos.07) $**** $**** 1 $**** **% $****
FAB 125 174 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.09) $**** $**** 1 $**** **% $****
FAB 125 175 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.11) $**** $**** 1 $**** **% $****
FAB 125 176 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.13) $**** $**** 1 $**** **% $****
FAB 125 177 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.28) $**** $**** 1 $**** **% $****
FAB 125 178 Inst. Mtrls. & cables for Traffic cabinet-T1(120 Ohm.pos.26) $**** $**** 1 $**** **% $****
FAB 125 179 25 m Power cables, Traffic cabinet-T1 pos. 07 $**** $**** 1 $**** **% $****
FAB 125 180 25 m Power cables, Traffic cabinet-T1 pos. 09 $**** $**** 1 $**** **% $****
FAB 125 181 25 m Power cables, Traffic cabinet-T1 pos. 11 $**** $**** 1 $**** **% $****
FAB 125 182 25 m Power cables, Traffic cabinet-T1 pos. 13 $**** $**** 1 $**** **% $****
FAB 125 183 25 m Power cables, Traffic cabinet-T1 pos. 28 $**** $**** 1 $**** **% $****
FAB 125 184 25 m Power cables, Traffic cabinet-T1 pos. 26 $**** $**** 1 $**** **% $****
FAB 125 185 Inst. Mtrls. and cables for Digital cabinet pos. 06 $**** $**** 1 $**** **% $****
FAB 125 186 Inst. Mtrls. and cables for Digital cabinet pos. 08 $**** $**** 1 $**** **% $****
FAB 125 187 Inst. Mtrls. and cables for Digital cabinet pos. 10 $**** $**** 1 $**** **% $****
FAB 125 188 Inst. Mtrls. and cables for Digital cabinet pos. 12 $**** $**** 1 $**** **% $****
FAB 125 189 Inst. Mtrls. and cables for Digital cabinet pos. 30 $**** $**** 1 $**** **% $****
FAB 125 190 Inst. Mtrls. and cables for Digital cabinet pos. 31 $**** $**** 1 $**** **% $****
FAB 125 191 Inst. Mtrls. and cables for Digital cabinet pos. 32 $**** $**** 1 $**** **% $****
FAB 125 192 Inst. Mtrls. and cables for Digital cabinet pos. 33 $**** $**** 0 $**** **% $****
FAB 125 193 Inst. Mtrls. and cables for Digital cabinet pos. 34 $**** $**** 0 $**** **% $****
FAB 125 194 Inst. Mtrls. and cables for Digital cabinet pos. 35 $**** $**** 0 $**** **% $****
FAB 125 195 25 m Power cables, Digital cabinet pos. 06 $**** $**** 1 $**** **% $****
FAB 125 196 25 m Power cables, Digital cabinet pos. 08 $**** $**** 1 $**** **% $****
FAB 125 197 25 m Power cables, Digital cabinet pos. 10 $**** $**** 1 $**** **% $****
FAB 125 198 25 m Power cables, Digital cabinet pos. 12 $**** $**** 1 $**** **% $****
FAB 125 199 25 m Power cables, Digital cabinet pos. 30 $**** $**** 1 $**** **% $****
FAB 125 200 25 m Power cables, Digital cabinet pos. 31 $**** $**** 1 $**** **% $****
FAB 125 201 25 m Power cables, Digital cabinet pos. 32 $**** $**** 1 $**** **% $****
FAB 125 202 25 m Power cables, Digital cabinet pos. 33 $**** $**** 0 $**** **% $****
FAB 125 203 25 m Power cables, Digital cabinet pos. 34 $**** $**** 0 $**** **% $****
FAB 125 204 25 m Power cables, Digital cabinet pos. 35 $**** $**** 0 $**** **% $****
FAB 125 205 Inst. Mtrls. and cables for DTI cabinet pos. 29 $**** $**** $**** **% $****
FAB 125 206 25 m Power cables, DTI cabinet pos. 29 $**** $**** $**** **% $****
FAB 125 207 Inst. Mtrls. and cables for CSR $**** $**** $**** **% $****
FAB 125 208 25 m Power cables for CSR $**** $**** $**** **% $****
FAB 125 209 Inst. Mtrls. and cables for KRD $**** $**** $**** **% $****
FAB 125 210 25 m Power cables for KRD $**** $**** $**** **% $****
FAB 125 243 Earthquake proof kit, MSC 2000 core $**** $**** 1 $**** **% $****
FAB 125 244 Earthquake proof kit for BY8 501 cabinet $**** $**** 13 $**** **% $****
- ----------------------------------------------------------------------------
MCI SPARE PARTS $**** **% $****
- ----------------------------------------------------------------------------
FAB 125 215 On-site spare board kit, MSC 2000, digital, u-law $**** $**** 1 $**** **% $****
- ----------------------------------------------------------------------------
MCJ DOCUMENTATION $**** **% $****
- ----------------------------------------------------------------------------
FAB 125 219 CMS88 V4 Ref3 O&M-Mod,D-Mod,F-Mod for MSC & HLR $**** $**** 1 $**** **% $****
- ----------------------------------------------------------------------------------------------------------------------------------
Hardware $**** $****
Software $**** $****
Implementation $**** $****
Total $**** $****
--------------------------------------------
</TABLE>

<PAGE>

SCHEDULE A SCCS

<TABLE>
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Article Number Qty ATP Price Discount Price
- ---------------------------------------------------------------------------------------------------------------------------------
SCCS1900 1 MacroCell 1900 Self Contained Cell Site
- ---------------------------------------------------------------------------------------------------------------------------------
SCCS1900_SV 1 $ ***** **% $ ***** RBS884 MacroCell 1900 SCCS Services
SVCS20376A 1 RBS884-1900 MACRO PACKAGE E
SVCS20471A 1 RBS884 1900 MHZ (SCCS) Installation and Testing
SCCS1900_H1 1 $ ***** **% $ ***** 1900 Self Contained Cell Site Hardware
1/HRB10221/1134 1 RBS 1900MHZ SCCS, 3*2, 3TCB, A
IPA1118078/25 3 1900MHZTX-SUPRFLX7/16-90DEGTO7/16STRGHT
IPA1118079/25 6 1900MHZRXSUPRFLX-N-MALE90DEGTO7/16STRGHT
SCCS1900_P1 1 $ ***** **% $ ***** 1900 Self Cont Cell Site Power
2/BKCU1010043/2 1 BATTERY 24V/100AH W/METAL JACKET
SCCS1900_S1 1 $ ***** **% $ ***** 1900 Self Cont Cell Site Software
RBS4003000 9 1900MHZ/BASIC/O&M SOFTWARE REV.1.0
RBS4003002 6 1900MHZ/IS-136 TDMA-TRANSCEIVER SOFTW.
RBS4003003 3 RFT SOFTW.REV.1.0, 1900MHZ
- --------------------------------------------------------------------------------------------------------------------------------
Total Per Site $ ***** $ *****
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SCHEDULE A OM

MSC O&M Service

==============================================
Item Hours Price Ext Price
- ----------------------------------------------
MSC Operations and 160 $ **** $ ****
Maintenance
- ----------------------------------------------

<PAGE>

Schedule ASW

Version 4 MSC Application System Optional Software Feature Pricing for Triton
May 4, 1999
- --------------------------------------------------------------------------------
AWS PRICING ONLY DISCOUNTED
PER MSC LARGE MODEL ARTICLE ATP TRITON
OPTIONAL SOFTWARE FEATURE NUMBER PRICE PRICE
- --------------------------------------------------------------------------------
CHARGING FEATURES
- --------------------------------------------------------------------------------
Immediate Call Itemization ERU8221042 $**** $****

- --------------------------------------------------------------------------------
CUSTOMER FEATURES
- --------------------------------------------------------------------------------
AsyncData/G3 Fax (DataFax) ERU8221061 $**** $****
DataFax Interworking Unit(IWU)Hardware BFE301325/3 $**** $****
Calling Number Identity ERU8221067 $**** $****
IS-136 PACKAGE (DCCH+HCS) ERU8221099 $**** $****
Messsage Waiting Indicator(Announcement) ERU8221060 $**** $****
Messsage Waiting Indicator(IS-54 Rev B)
(Display) ERU8221073 $**** $****
Mobile Originated SMS ERU8221158 $**** $****
Private System Identification(PSID)Phase 1 ERU8221096 $**** $****
SMS/AlphaPage IS-136 on DCCH ERU8221088 $**** $****
Voice Channel Priority Access ERU8221082 $**** $****
Voice Mail Handling ERU8221083 $**** $****
Voice Mail Transfer Classes ERU8221084 $**** $****
Voice Privacy ERU8221159 $**** $****
- --------------------------------------------------------------------------------
FRAUD PREVENTION FEATURES
- --------------------------------------------------------------------------------
Authentication Phase 2 w/3rd Party HLR or
JAMBALA ERU8221152 $**** $****
Automatic Call Barring ERU8221090 $**** $****
Call Barring Upon Fraud Detection ERU8221091 $**** $****
Call Event Collision Detection ERU8221066 $**** $****
Teardown ERU8221100 $**** $****
- --------------------------------------------------------------------------------
GOVERNMENT COMPLIANCE FEATURES
- --------------------------------------------------------------------------------
Emergency Service with Cell Location ERU8221103 $**** $****
Equal Access ERU8221008 $**** $****
Intercept(RIS)Level 2(CALEA Phase 1) ERU8221161 $**** $****

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

<PAGE>
Schedule A SW

Version 4 MSC Application System Optional Software Feature Pricing for Triton
May 4, 1999
- --------------------------------------------------------------------------------
AWS PRICING ONLY DISCOUNTED
PER MSC LARGE MODEL ARTICLE ATP TRITON
OPTIONAL SOFTWARE FEATURE NUMBER PRICE PRICE
- --------------------------------------------------------------------------------
NETWORK INTERFACE PERFORMANCE FEATURES
- --------------------------------------------------------------------------------
ANI Transfer to Trunk Connected Devices ERU8221061 $**** $****
Call Setup Using SS7 ISUP ERU8221043 $**** $****
Originating Call Access Signalling ERU8221062 $**** $****

- --------------------------------------------------------------------------------
OPERATIONS & MAINTENANCE FEATURES
- --------------------------------------------------------------------------------
Cell Traffic Recording ERU8221022 $**** $****
Cell Traffic Statistics ERU8221001 $**** $****
Network Signalling Statistics - STS ERU8221075 $**** $****
Network Subs Activity Report - STS ERU8221029 $**** $****
Radio Disturbance Recording ERU8221010 $**** $****
Radio Environment Statistics ERU8221020 $**** $****
Radio Related Call Release ERU8221025 $**** $****
Remote Device (TRX Control) for Testing ERU8221080 $**** $****
SS7 Performance and Configuration Data -STS ERU8221059 $**** $****

- --------------------------------------------------------------------------------
RADIO NETWORK PERFORMANCE FEATURES
- --------------------------------------------------------------------------------
Hierarchical Cell Structures (HCS) ERU8221092 $**** $****
Interface Rejection Combining (IRC) ERU8221102 $**** $****
Operator Controlled Paging ERU8221076 $**** $****
Voice Channel Handling ERU8221053 $**** $****

- --------------------------------------------------------------------------------
TRAFFIC HANDLING FEATURES
- --------------------------------------------------------------------------------
Call in Progress Notification ERU8221101 $**** $****
Incoming Message Coordinator ERU8221012 $**** $****
Local Number Portability Phase 1 ERU8221150 $**** $****
(Mobile Charging Areas (Phase 1) ERU8221087 $**** $****
NPA Split w/o MIN (US) ERU8221095 $**** $****
Virtual System Areas ERU8221039 $**** $****

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

<PAGE>
SCHEDULE A SW

Version 4 MSC Application System Optional Software Feature Pricing for Triton
May 4, 1999

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
AWS PRICING ONLY DISCOUNTED
PER MSC LARGE MODEL ARTICLE ATP Triton
OPTIONAL SOFTWARE FEATURE NUMBER PRICE Price
- --------------------------------------------------------------------------------------------------------------
BASIC FEATURES (Part of V4 MSC SW RTU Fee)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
A-Number Transfer for Interrogation ERU8221063 $ ** $ **
Channel Device Hardware Malfunction Log ERU8221006 $ ** $ **
Control Channel Disturbance Supervision ERU8221069 $ ** $ **
Fully Automatic Roaming ERU8221021 $ ** $ **
Global Title Addressing ERU8221071 $ ** $ **
Handoff Queues ERU8221038 $ ** $ **
Intersystem Handoff ERU8221033 $ ** $ **
IS-41 Revision Selector ERU8221094 $ ** $ **
ISUP Continuity Check ERU8221107 $ ** $ **
Paging Area Statistics ERU8221077 $ ** $ **
Paging Parameter Statistics ERU8221078 $ ** $ **
Remote Power and Frequency Control ERU8221079 $ ** $ **
Screening of Serial Number and Mobile Station No. ERU8221081 $ ** $ **
SS7 Signaling Network Trouble Notification ERU8221058 $ ** $ **
- --------------------------------------------------------------------------------------------------------------
Total Optional Software $ **** $ ****
- --------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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 10.45

Triton PCS Holdings, Inc.
1999 Stock and Incentive Plan
(adopted May 26, 1999, to be effective as of May 1, 1999)

1. PURPOSE

The purpose of this Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan
(as may be amended from time to time, the "Plan") is to provide a means through
which Triton PCS Holdings, Inc., a Delaware corporation ("Triton"), and its
subsidiaries (collectively, the "Company") may attract able individuals to enter
the employ of the Company or become Independent Directors (as hereinafter
defined) of Triton and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the
Company rest, and whose present and potential contributions to the welfare of
the Company are of importance, may acquire and maintain stock ownership, thereby
strengthening their concern for the welfare of the Company and their desire to
remain in its employ or as Independent Directors. A further purpose of the Plan
is to provide such individuals with additional incentive and reward
opportunities designed to enhance the profitable growth of the Company. So that
the maximum incentive can be provided, the Plan provides for granting Incentive
Stock Options, Non-Qualified Options and Restricted Stock Awards, or any
combination of the foregoing, as is best suited to the circumstances of the
particular individual.

This Plan is also intended to serve as an amendment and restatement of
the Independent Director Stock Award Plan (the "Directors' Plan") previously
adopted by Triton effective as of February 4, 1998. Any award issued under the
Directors' Plan shall continue in force and effect under the terms of this Plan
and the terms of any letter agreement previously issued under the Directors'
Plan to any participant in that plan. Additionally, this Plan governs the
shares and letter agreements previously issued and to be issued from the trust
established pursuant to the Amended and Restated Common Stock Trust Agreement
for Management Employees and Independent Directors dated as of June 26, 1998
(the "Trust").

2. DEFINITIONS

The following definitions shall be applicable throughout the Plan:

(a) "Award" means, individually or collectively, any Option or Restricted
Stock Award.

(b) "Board" means the Board of Directors of Triton.

1
<PAGE>

(c) "Change of Control" means any transaction or event, or series of
transactions or events, whether voluntary or involuntary, that results in, or as
a consequence of which, any of the following events shall occur: (A) any Person
(as defined in Triton's Stockholders' Agreement) that was not an owner of shares
of capital stock of Triton on the date of execution of the Stockholders'
Agreement shall acquire, directly or indirectly, Beneficial Ownership (as
defined in Rule 13d-3 of the 1934 Act) of more than 50% of the voting stock of
Triton except in connection with any initial public offering of Triton's equity
securities, (B) any sale of all or substantially all of the assets of Triton, or
(C) a proxy contest for the election of directors of Triton results in the
individuals constituting the Board immediately prior to the initiation of such
proxy contest ceasing to constitute a majority of the Board upon the conclusion
of such proxy contest.

(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. Reference in the Plan to any section of the Code shall be deemed to
include any amendments or successor provisions to such section and any rules or
regulations promulgated under such section.

(e) "Committee" means the Compensation Committee of the Board or, if no
such committee shall exist, any members of the Board who are selected by the
Board to constitute the Committee.

(f) "Common Shares" means the issued and outstanding shares of Common
Stock.

(g) "Common Stock" means the Common Stock, par value $0.01 per share, of
Triton.

(h) "Company" has the meaning set forth in Section 1.

(i) "Employee" means any individual in an employment relationship with the
Company or any parent or subsidiary corporation (as defined in section 424 of
the Code) of the Company.

(j) "Fair Market Value" means the market price of the Common Shares,
determined by the Committee as follows:

(i) If the Common Shares were traded over-the-counter on the date in
question but were not classified as a national market issue, then the Fair
Market Value shall be equal to the closing bid price quoted by the NASDAQ
system for such date;

2
<PAGE>

(ii) If the Common Shares were traded over-the-counter on the date in
question and were classified as a national market issue, then the Fair
Market Value shall be equal to the last-transaction price quoted by the
NASDAQ system for such date;

(iii) If the Common Shares were traded on a stock exchange on the
date in question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for such
date; and

(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on prices reported in the Eastern Edition of the Wall Street Journal.
Such determination shall be conclusive and binding on all Persons.

(k) "Forfeiture Restrictions" has the meaning set forth in Section 8(b).

(l) "Grant Document" means any Option Agreement or Restricted Stock
Agreement.

(m) "Holder" means an Employee or Independent Director who has been granted
an Option or a Restricted Stock Award.

(n) "Incentive Stock Option" means an incentive stock option within the
meaning of section 422(b) of the Code.

(o) "Independent Director" means an individual elected to the Board by the
stockholders of Triton in accordance with Section 3.1(a)(ii) of Triton's
Stockholders' Agreement.

(p) "Immediate Family" means, with respect to a Holder, the Holder's
spouse, children or grandchildren (including adopted children, stepchildren and
grandchildren).

(q) "1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereby.

(r) "Non-Qualified Option" means an Option that is not an Incentive Stock
Option.

3
<PAGE>

(s) "Option" means an Award under Section 7 and includes both Non-Qualified
Options and Incentive Stock Options to purchase Common Stock.

(t) "Option Agreement" means a written agreement between Triton and a
Holder with respect to an Option.

(u) "Plan" has the meaning set forth in Section 1.

(v) "Restricted Stock Agreement" means a written agreement between Triton
and a Holder with respect to a Restricted Stock Award.

(w) "Restricted Stock Award" means an Award granted under Section 8.

(x) "Restriction Period" has the meaning set forth in Section 8(a).

(y) "Rule 16b-3" means Securities and Exchange Commission Rule 16b-3
promulgated under the 1934 Act, as such may be amended from time to time, and
any successor rule, regulation, or statute fulfilling the same or similar
function.

(z) "Triton" has the meaning set froth in Section 1.

(aa) "Triton's Stockholders' Agreement" means the Stockholders' Agreement
dated as of February 4, 1998 between Triton and the stockholders of Triton named
therein, as the same may be amended, modified or supplemented from time to time.

3. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective as of May 1, 1999, following adoption by
the Board, provided the Plan is approved by the stockholders of Triton within
twelve months thereafter. Notwithstanding any provision in the Plan or in any
Grant Document under the Plan, no Option shall be exercisable and no Award shall
vest prior to such stockholder approval. No further Awards may be granted under
the Plan after ten years after the date the Plan becomes effective. The Plan
shall remain in effect (at least for the purpose of governing outstanding
Awards) until the last to occur of the following: all Option Awards granted
under the Plan have been exercised or expired by reason of lapse of time, all
restrictions imposed upon Restricted Stock Awards have been eliminated or the
Restricted Stock Awards have been forfeited.

4. ADMINISTRATION

4
<PAGE>

(a) Composition of Committee. The Plan shall be administered by the
Committee. 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. 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.

(b) Powers. Except as may be otherwise provided in the resolution
creating such Committee, and subject to the express provisions of the Plan, the
Committee shall have authority, in its discretion, to determine which Employees
or Independent Directors shall receive an Award, the time or times when such
Award shall be made, whether an Incentive Stock Option or Non-Qualified Option
shall be granted and the number of shares to be subject to each Option and
Restricted Stock Award. In making such determinations, the Committee shall take
into account the nature of the services rendered by the respective Employees or
Independent Directors, their present and potential contribution to the Company's
success, and such other factors as the Committee shall deem relevant.
Notwithstanding the foregoing, any member of the Committee that is an
Independent Director shall abstain from making any determinations set forth
above with respect to Awards to such Independent Director.

(c) Additional Powers. Except as may be otherwise provided in the
resolution creating such Committee, the Committee shall have such additional
powers as are delegated to it by the other provisions of the Plan or as may from
time to time be delegated to such Committee by the Board, including the power to
construe the Plan and the respective Grant Documents thereunder, to prescribe
rules and regulations relating to the Plan and to determine the terms,
restrictions, and provisions of the Grant Document for each Award, including
such terms, restrictions, and provisions. The Committee shall designate Options
to qualify as Incentive Stock Options, ensure that the grants of Awards are
exempt under Rule 16b-3 if applicable, and make all other determinations
necessary or advisable for administering the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Grant Document relating to an Award in the manner and to the extent it
shall deem expedient to carry it into effect. The Committee may delegate to
officers of the Company the responsibility of performing ministerial acts in
furtherance of the Plan's purposes. The determinations of the Committee on the
matters referred to in this Section 4 shall be conclusive.

5
<PAGE>

5. GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS SUBJECT TO THE PLAN

The Committee may from time to time grant Awards to one or more Employees
or Independent Directors determined by it to be eligible for participation in
the Plan in accordance with the provisions of Section 6. Subject to adjustment
as provided in Section 9, the aggregate number of Common Shares that may be
issued under the Plan shall not exceed 3,454,494, consisting of 1,518,690 shares
of Common Stock issued and to be issued from the Trust and 1,935,804 additional
shares of Common Stock. Subject to adjustment as provided in Section 10, the
aggregate number of Common Shares that may be issued under the Plan to any
individual Employee shall be 100,000. Shares shall be deemed to have been issued
under the Plan only to the extent actually issued and delivered pursuant to an
Award. To the extent that an Award lapses, the rights of its Holder terminate,
an Award is paid in cash or is settled in a manner such that all or some of the
Common Shares covered by the Award are not issued to the Holder, any Common
Shares subject to such Award shall again be available for the grant of an Award.

6. ELIGIBILITY

Awards may be granted only to individuals who, at the time of grant, are
Employees or Independent Directors; provided, however, that Awards of Incentive
Stock Options may be granted only to individuals who, at the time of such grant,
are Employees. Awards may not be granted to any individual who immediately
after such grant would become an owner, directly or indirectly, of more than 10%
of the total combined voting power of all classes of capital stock of Triton.
=======
An Award may be granted on more than one occasion to the same individual, and
such Award may include an Incentive Stock Option, Non-Qualified Option,
Restricted Stock Award, or any combination thereof.

7. STOCK OPTIONS

(a) Option Period. The term of each Option shall be as specified by the
Committee at the date of grant but shall not exceed ten years.

(b) Limitations on Exercise of Option. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

(c) Option Agreement. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify as an Incentive Stock
Option under section 422

6
<PAGE>

of the Code. An Option Agreement may provide for the payment of the option
price, in whole or in part, by the delivery of a number of Common Shares (plus
cash if necessary) having a Fair Market Value equal to such option price. Each
Option Agreement shall provide that the Option may not be exercised earlier than
six months from the date of grant and shall specify the effect of termination of
employment on the exercisability of the Option. Such Option Agreement may also
include, without limitation, provisions relating to (i) subject to the
provisions hereof permitting accelerated vesting on a Change of Control, vesting
of Awards, (ii) tax matters (including provisions covering any applicable
employee wage withholding requirements and requiring additional "gross-up"
payments to Holders to meet any excise taxes or other additional income tax
liability imposed as a result of a Change of Control payment resulting from the
operation of the Plan or of such Option Agreement), and (iii) any other matters
not inconsistent with the terms and provisions of this Plan that the Committee
shall in its sole discretion determine. The terms and conditions of the
respective Option Agreements need not be identical.

(d) Option Price and Payment. The price at which a Common Share may be
purchased upon exercise of an Option shall be determined by the Committee. The
Option or portion thereof may be exercised by delivery of an irrevocable notice
of exercise to Triton. The purchase price of the Option or portion thereof
shall be paid in full in the manner prescribed by the Committee.

(e) Stockholder Rights and Privileges. The Holder of an Option shall be
entitled to all the privileges and rights of a stockholder only with respect to
such Common Shares that have been purchased under the Option, for which
certificates for Common Shares that have been registered in the Holder's name,
and as to which the Option Agreement for the respective Option requires no
further restrictions.

(f) Special Limitations on Incentive Stock Options. With respect to
Incentive Stock Options, (i) an Option may be granted only to an individual who
is an Employee at the time the Option is granted, (ii) the exercise price of any
such Option may not be less than the Fair Market Value of a Common Share at the
date such Option is granted, (iii) the value of Common Shares for which such
Options are exercisable for the first time in any one calendar year cannot
exceed $100,000 based on the Fair Market Value of the Common Shares at the date
of grant according to section 422(d)(1) of the Code (or such other individual
limit as may be in effect under the Code on the date of grant), and (iv) no such
Option shall not be transferable or assignable otherwise than by will or the
laws of descent and distribution.

(g) Reload Options. The Committee (concurrently with the grant of an
Option or subsequent to such grant) may, in its sole discretion, provide in an
Option Agreement respecting an Option that, if the Holder pays the costs
associated with exercising such Option in Common Shares, upon the date of such
payment a new Option shall be granted

7
<PAGE>

under this Plan or under another available plan. The number of Common Shares
subject to such new Option shall be equal to the number of Common Shares
tendered in payment. The new option shall not be exercisable after the original
term of the exercised Option.

8. RESTRICTED STOCK AWARDS

(a) Restriction Period. In general, the period of time during which a
Restricted Stock Award is subject to restrictions (the "Restriction Period")
will be five years from the date of grant, and, in any such event, the
Restricted Stock Award will vest during the Restriction Period according to the
following schedule: 20% on the first anniversary of the grant, 20% on the second
anniversary of the grant, 20% on the third anniversary of the grant, 20% on the
fourth anniversary of the grant, and 20% on the fifth anniversary of the grant.
Notwithstanding the foregoing, the Committee may establish another Restriction
Period or other method of vesting applicable to any such Award. Each Restricted
Stock Award may have a different Restriction Period, in the discretion of the
Committee. Once established, the Restriction Period applicable to a particular
Restricted Stock Award shall not be changed except as permitted by Section 8(c)
or Section 9.

(b) Forfeiture Restrictions to be Established by the Committee. Common
Shares that are the subject of a Restricted Stock Award shall be subject to
restrictions on disposition by the Holder and an obligation of the Holder to
forfeit and surrender the shares to Triton under certain circumstances (the
"Forfeiture Restrictions"). The Forfeiture Restrictions shall be determined by
the Committee in its sole discretion, and, without limiting the generality of
the foregoing, the Committee may provide that the Forfeiture Restrictions shall
lapse upon (i) the attainment of one or more performance measures established by
the Committee; (ii) the Holder's continued employment with the Company or
continued service as an Independent Director for a specified period of time;
(iii) the occurrence of any event or the satisfaction of any other condition
specified by the Committee in its sole discretion, or (iv) a combination of any
of the foregoing. The performance measures may be subject to adjustment for
specified significant extraordinary items or events, and may be absolute,
relative to one or more other companies, or relative to one or more indexes, and
may be contingent upon future performance of the Company or any subsidiary,
division, or department thereof by or in which the Holder is employed during the
performance period. Each Restricted Stock Award may have different Forfeiture
Restrictions, in the discretion of the Committee.

(c) Other Terms and Conditions. Common Shares awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. The Holder shall have
the right to receive dividends during the Restriction Period, to vote the Common
Shares subject thereto, and to enjoy all other stockholder rights, except that
(i) the Holder shall not be entitled to

8
<PAGE>

delivery of the stock certificate(s) until the Restriction Period shall have
expired, (ii) Triton shall retain custody of the stock certificate(s) during
the Restriction Period, (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of the stock during the Restriction
Period, and (iv) a breach of the terms and conditions established by the
Committee pursuant to the Restricted Stock Award shall cause a forfeiture of the
Restricted Stock Award. At the time of such Award, the Committee may, in its
sole discretion, prescribe additional terms, conditions, or restrictions
relating to Restricted Stock Awards, including, but not limited to, rules
pertaining to the termination of employment or service as a Independent Director
(by retirement, disability, death, or otherwise) or a Holder prior to expiration
of the Restriction Period. Such additional terms, conditions, or restrictions
shall be set forth in a Restricted Stock Agreement made in conjunction with the
Award. Such Restricted Stock Agreement may also include, without limitation,
provisions relating to (i) subject to the provisions hereof permitting
accelerated vesting on a Change of Control, vesting of Awards, (ii) tax matters
(including provisions (x) covering any applicable employee wage withholding
requirement, (y) prohibiting an election by the Holder under section 83(b) of
the Code and (z) requiring additional "gross-up" payments to Holders to meet any
excise taxes or other additional income tax liability imposed as a result of a
Change of Control payment resulting from the operation of the Plan or of such
Restricted Stock Agreement), and (iii) any other matters not inconsistent with
the terms and provisions of this Plan that the Committee shall in its sole
discretion determine. The terms and conditions of the respective Restricted
Stock Agreements need not be identical.

(d) Payment for Restricted Stock. A Holder shall not be required to make
any payment for Common Stock received pursuant to a Restricted Stock Award,
except to the extent otherwise required by law or the Committee.

(e) Agreements. At the time any Award is made under this Section 8, Triton
and the Holder shall enter into a Restricted Stock Agreement setting forth each
of the matters contemplated hereby and such other matters as the Committee may
determine to be appropriate. The terms and provisions of the respective
Restricted Stock Agreements need not be identical.

9. ANTI-DILUTION; CHANGE OF CONTROL

(a) Anti-Dilution. Subject to any required action by Triton's
stockholders, upon the occurrence of any event that affects the Common Shares in
such a way that an adjustment of outstanding Awards is appropriate in order to
prevent the dilution or enlargement of rights under the Awards (including,
without limitation, any extraordinary dividend or other distribution (whether in
cash or in kind), recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange, or
other similar corporate transaction or event), the Committee shall

9
<PAGE>

make appropriate equitable adjustments, which may include, without limitation,
adjustments to any or all of the number and kind of shares of stock (or other
securities) which may thereafter be issued in connection with such outstanding
Awards and adjustments to any exercise price specified in the outstanding Awards
and shall also make appropriate equitable adjustments to the number and kind of
shares of stock (or other securities) authorized by or to be granted under the
Plan. Further, the Committee, in its sole discretion, may make appropriate
equitable adjustments, including, without limitation, those described in the
immediately preceding sentence, in any other circumstances under which the
Committee deems such adjustments to be desirable. Any adjustment made to an
Incentive Stock Option hereunder, with respect to either (i) the number or price
of Common Shares subject to Incentive Stock Options or (ii) the aggregate number
of Common Shares that may be issued pursuant to Incentive Stock Options shall be
made in a manner that will permit such Option to continue to constitute an
Incentive Stock Option within the meaning of section 422 of the Code.

(b) Change of Control. In the event of a Change of Control, the Committee,
in its discretion, may determine that any, all or none of the outstanding Awards
shall immediately vest or become exercisable or satisfiable, as applicable. The
Committee, in its discretion, may also determine that upon the occurrence of a
Change of Control, any, all or none of the Awards outstanding hereunder shall
terminate within a specified number of days after notice to the Holder, and upon
any such termination such Holder shall receive, with respect to each Common
Share subject to such Award, cash in an amount equal to the excess of (i) the
higher of (x) the Fair Market Value of such Common Share immediately prior to
the occurrence of such Change of Control or (y) the value of the consideration
to be received in connection with such Change of Control for one Common Share
over (ii) the exercise price per share, if applicable, of Common Stock set forth
in such Award. The provisions contained in the preceding sentence shall be
inapplicable to an Award granted within six months before the occurrence of a
Change of Control if the Holder of such Award is subject to the reporting
requirements of Section 16(a) of the 1934 Act, if applicable. If the
consideration offered to stockholders of Triton in any transaction described in
this Section consists of anything other than cash, the Committee shall determine
the fair cash equivalent of the portion of the consideration offered which is
other than cash. The provisions contained in this Section shall not terminate
any rights of the Holder to further payments pursuant to any other agreement
with Triton following a Change of Control.

10. AMENDMENT AND TERMINATION OF THE PLAN

The Board may amend the Plan at any time and the Committee may amend any
Award (and its related Grant Document) at any time, except as otherwise
specifically provided in such Grant Document; provided that no change in any
Award theretofore granted may be made that would impair the rights of the Holder
of any Award under the

10
<PAGE>

Plan without the consent of the Holder, and provided, further, that the Board
may not, without approval of the stockholders, amend the Plan (a) to increase
the maximum aggregate number of Common Shares that may be issued under the Plan
or (b) to change the class of individuals eligible to receive Awards under the
Plan. Subject to Section 3, the Board, in its discretion, may terminate the Plan
at any time.

11. EFFECT OF THE PLAN

(a) No Right to an Award. Neither the adoption of the Plan nor any action
of the Board or of the Committee shall be deemed to give an Employee or
Independent Director any right to an Award except as may be evidenced by a
written instrument from Triton reflecting a grant by Triton of an Award and
setting forth the terms and conditions thereof. The Plan shall be unfunded.
The Company shall not be required to establish any special or separate fund or
to make any other segregation of funds or assets to assure the payment of any
Award.

(b) No Employment/Membership Rights Conferred. Nothing contained in the
Plan shall (i) confer upon any Employee any right with respect to continuation
of employment with the Company or interfere in any way with the right of the
Company to terminate his or her employment at any time (subject to the terms of
any written employment agreement with Employee) or (ii) confer upon any
Independent Director any right with respect to continuation of membership on the
Board.

(c) Other Laws; Withholding. Triton shall not be obligated to issue any
Common Shares until there has been compliance with such laws and regulations as
Triton may deem applicable. Fractional shares of Common Stock may be awarded.
The Company shall have the right to deduct in connection with all Awards any
taxes required by law to be withheld and to require any payments required to
enable it to satisfy its withholding obligations.

(d) Severability. Any provision of this Plan prohibited by the law of any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition without invalidating the remaining provisions hereof.

(e) No Restriction on Corporate Action. Except as expressly set forth in
Section 10, nothing contained in the Plan shall be construed to prevent the
Company from taking any corporate action that is deemed by the Company to be
appropriate or in its best interests, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No Employee,
Independent Director, beneficiary, or other Person shall have any claim against
the Company as a result of any such action.

11
<PAGE>

(f) Restrictions on Transfer. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in Section
7(f)) shall not be transferable or assignable otherwise than (i) by will or the
laws of descent and distribution, (ii) with respect to Awards of Non-Qualified
Options, if such transfer is permitted in the sole discretion of the Committee,
by transfer by a Holder to a member of the Holder's Immediate Family, to a trust
solely for the benefit of the Holder and the Holder's Immediate Family, or to a
partnership or limited liability company whose only partners or stockholders are
the Holder and members of the Holder's Immediate Family, or (iii) with the
consent of the Committee.

(g) Governing Law. This Plan shall be construed in accordance with the
laws of the State of Delaware.

[END OF PLAN]

<PAGE>

Exhibit 10.46

TRITON PCS HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to attract and retain qualified employees to
promote the business of Triton PCS Holdings, Inc., a Delaware corporation (the
"Corporation"), by providing its employees with an opportunity to purchase its
Class A Common Stock. This Plan is intended to meet the requirements for an
"employee stock purchase plan" under Code Section 423 and is to be interpreted
and applied consistent with those requirements.

1. Definitions
-----------

"Beneficiary" shall have the meaning set forth in Section 23.
----------

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Compensation" shall mean the total annual salary or rate of pay paid by
the Corporation or its Subsidiaries to an Eligible Employee, including incentive
compensation but not including: (a) reimbursement for educational expenses of
the Participant, (b) any imputed income relating to dependent care or life
insurance benefits provided by the employer, (c) reimbursement for relocation
expenses, (d) any disability payments made by a third-party and (e) car
allowances, all as determined in the sole discretion of the Stock Plan
Committee.

"Corporation" shall mean Triton PCS Holdings, Inc.

"Eligible Employee" shall have the meaning set forth in Section 4.
---------

"Exercise Date" shall mean with respect to any Option offering, the last
day of the Offering Period.

"Fair Market Value" shall mean the closing price of the Corporation's
Shares on NASDAQ on the trading day immediately preceding the date of
determination or such other price as may be determined by the Stock Plan
Committee in its sole discretion.

"Grant Date" shall mean the first business day of each Offering Period.

"Offering Period" shall mean the six (6) month period beginning on the date
determined by the Stock Plan Committee for the issuance of Options.

"Option" shall mean a right granted to an Eligible Employee by the Stock
Plan Committee pursuant to the Plan to purchase Shares in an Offering Period.

"Participant" shall mean an Eligible Employee who elects to participate in
the Plan pursuant to Section 6.
---------

"Plan" shall mean the Triton PCS Holdings, Inc. Employee Stock Purchase
Plan as set forth herein and amended from time to time.

"Plan Year" shall mean the twelve (12) month period commencing January 1
and ending December 31 of each year.
<PAGE>

"Shares" shall mean shares of the Class A Common Stock, par value $0.01 per
share, of the Corporation.

"Stock Plan Committee" shall mean the committee appointed by the Board of
Directors of the Corporation to administer this Plan.

"Subsidiary" shall mean a subsidiary of the Corporation within the meaning
of Section 424(f) of the Code and the regulations promulgated thereunder which
has been designated by the Stock Plan Committee as a participating employer in
this Plan.

2. Administration. The Plan shall be administered by the Stock Plan
--------------
Committee. The Stock Plan Committee shall have the sole and discretionary
authority to make rules and regulations for the administration of the Plan and
to interpret the Plan. The Stock Plan Committee's interpretations and decisions
with regard thereto shall be final, binding and conclusive on all interested
parties. No member of the Stock Plan Committee shall participate in any decision
respecting his or her interest as a Participant in the Plan (other than a
decision respecting the interest of a group of similarly situated Plan
Participants which includes the Stock Plan Committee member).

3. Stock Subject to the Plan. The Corporation hereby reserves and makes
-------------------------
available for purchase under the Plan 300,000 Shares. In the event any
Option granted under the Plan is canceled or expires unexercised, the number of
Shares no longer subject to such Option shall automatically become available for
new awards under the Plan.

4. Eligible Employees. All employees of the Corporation or any of its
------------------
participating Subsidiaries who have been employed by the Corporation or a
participating Subsidiary for at least three months as of the applicable Grant
Date shall be eligible to participate in the Plan, except employees: (i) whose
customary employment is less than twenty (20) hours per week or not more than
five (5) months in any calendar year, or (ii) who immediately after the Grant
Date, would own five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Corporation or any Subsidiary. For
purposes of the preceding sentence, the rules of Sections 423(b)(3) and 424(d)
of the Code shall apply in determining the employee's percentage of stock
ownership. Any employee satisfying all of the foregoing criteria shall be
referred to herein as an "Eligible Employee".

5. Offerings. On each Grant Date, the Stock Plan Committee shall grant
---------
each Eligible Employee an Option to purchase Shares under the Plan.

6. Participation. An Eligible Employee on the Grant Date may become a
-------------
Participant in such offering by completing any election and payroll deduction
forms deemed appropriate by the Stock Plan Committee.

7. Payment. A Participant shall pay for any Shares by completing a
-------
payroll deduction authorization form and forwarding it to the payroll
department. The form will authorize a regular payroll deduction from the
Participant's Compensation for the purpose of purchasing Shares, commencing as
of the beginning of the Offering Period to which such

-2-
<PAGE>

election applies. Notwithstanding the foregoing, in the event a Participant is
on a leave of absence that qualifies as a family or medical leave under
applicable personnel policies of the Corporation during any payroll period, he
may arrange to pay directly to the Corporation any installment due for the
payroll period. A Participant may not change his payroll deduction during any
Offering Period but may cancel his payroll deduction in accordance with Section
-------
8.
- -
8. Cancellation. A Participant may, at any time and for any reason,
------------
cancel his payroll deduction authorization and permanently withdraw the balance
accumulated in the Participant's payroll deduction account (without any interest
thereon). Any cancellation shall be in writing and must be received by the
Stock Plan Committee prior to the Exercise Date. Upon cancellation, the
Participant shall cease to participate in the Plan for the remainder of the
Offering Period.

9. Options.
-------

(a) Each Eligible Employee as of the Grant Date will be granted an
Option to purchase a number of Shares determined in accordance with a uniform
formula and in an amount not to exceed ten percent (10%) percent of his
Compensation divided by the purchase price for each Share. Such limit shall be
applied in a manner determined by the Stock Plan Committee, in its sole
discretion. No Eligible Employee may be granted an Option which permits him
during any one calendar year to purchase Shares under the Plan, and any other
stock purchase plan of the Corporation or its Subsidiaries, which exceed in
value $10,000, as annually adjusted by the Stock Plan Committee, in its sole
discretion, except for increases in the cost of living (provided, in no event
shall it exceed in value $25,000 based on the Fair Market Value of the Shares on
the Grant Date of the Option).

(b) The purchase price for each Share purchased under the Plan shall
be determined at the discretion of the Stock Plan Committee, but shall not be
less than the lesser of: (i) eighty-five percent (85%) of the Fair Market Value
at the Grant Date or (ii) eighty-five percent (85%) of the Fair Market Value at
the Exercise Date; provided, in no event shall the purchase price be less than
the par value of such Shares.

(c) Unless an employee previously has withdrawn from the Plan, a
Participant will be deemed to have exercised his right to purchase Shares as of
the Exercise Date. The number of Shares purchased by the Participant shall be
equal to the whole number of Shares that may be purchased under the Option with
the total amount withheld from the Participant's Compensation under the Plan
that has not been refunded to the Participant. Upon the exercise of any Option,
the payroll deduction funds relating to such Options shall be applied to the
purchase price. Any balance remaining in a Participant's payroll deduction
account after Shares have been purchased on the Exercise Date shall be rolled
forward and applied to the next succeeding Offering Period or, if the
Participant so elects, refunded to the Participant without interest. Any
Options not exercised as of the Exercise Date shall be forfeited.

10. Registration of Certificates. Share certificates (or other evidence
----------------------------
of ownership) shall be issued as soon as practicable after each Exercise Date
and may be registered only in the name of the Participant, or, if the
Participant so indicates on his election form, in joint tenancy

-3-
<PAGE>

with a member of the Participant's family, with right of survivorship. A
Participant who is a resident of a jurisdiction which does not recognize such a
joint tenancy may have certificates registered in the Participant's name as
tenant in common or as community property with a member of the Participant's
family, without right of survivorship.

11. Rights as a Stockholder. None of the rights or privileges of a
-----------------------
stockholder of the Corporation shall exist with respect to Options issued under
the Plan unless and until Shares have been purchased on behalf of the
Participant and stock certificates (or other evidence of ownership) have been
issued.

12. Rights on Resignation or Termination of Employment. In the event of a
--------------------------------------------------
Participant's resignation or termination of employment for any reason, including
by reason of retirement, death or disability, such Participant's Option shall be
canceled and his payroll deductions, if any, shall be refunded without interest
as soon as administratively practicable following the cancellation of such
Option.

13. Rights Not Transferable. A Participant shall not assign, sell,
-----------------------
encumber, transfer or otherwise dispose of any rights or interests under the
Plan. Any attempted disposition in violation of the preceding sentence shall be
null and void. Any Option hereunder must be exercised by the Participant during
his lifetime.

14. Application of Funds. All payroll deduction contributions held by the
--------------------
Corporation under the Plan may be used for any corporate purpose prior to its
application to the purchase price for an Option.

15. Adjustment in Case of Changes Affecting the Corporation's Stock. In
---------------------------------------------------------------
the event of any stock dividend, stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, or any
purchase of Shares at a price substantially below fair market value, or of any
similar change affecting the capital structure of the Corporation, the number
and kind of Shares available for awards under the Plan shall be appropriately
adjusted, consistent with such change, in such manner as the Stock Plan
Committee in its sole discretion may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available for, the
Participants hereunder. The Stock Plan Committee shall give notice to each
Participant of any adjustment made pursuant to this Section, and such adjustment
shall be effective and binding for all purposes of the Plan.

16. Amendment or Termination of the Plan. The Board of Directors may at
------------------------------------
any time, and from time to time, retroactively or prospectively, amend the Plan
in any respect, except that, without the approval of a majority of the Shares of
stock of the Corporation then issued and outstanding and entitled to vote, no
amendment shall be made (i) increasing or decreasing the number of Shares
authorized for the Plan under Section 3 (other than as provided in Section 15),
--------- ----------
(ii) decreasing the minimum purchase price per Share, or (iii) withdrawing the
administration of the Plan from the Stock Plan Committee. Notwithstanding the
foregoing, in no event shall any amendment be effective to the extent it
adversely affects in any material respect any Option previously issued under the
Plan, unless the Participant holding such Option consents in writing

-4-
<PAGE>

thereto. This Plan and all rights of employees under any offering hereunder
shall terminate at any time, at the discretion of the Board of Directors.

17. Plan Shares Purchases. The Stock Plan Committee may purchase
---------------------
outstanding Shares on behalf of the Plan, upon such terms as the Stock Plan
Committee may approve, or may cause the Corporation to issue authorized but
unissued Shares, for delivery under the Plan.

18. Governing Law. The Plan shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware, without reference to the
principles of conflicts of law thereof. The Plan is intended to qualify under
Section 423 of the Code and shall be interpreted accordingly.

19. No Liability of Stock Plan Committee Members. No member of the Stock
--------------------------------------------
Plan Committee shall be personally liable (i) by reason of any contract or other
instrument executed by such member or by his authorized agent in his capacity as
a member of the Stock Plan Committee, or (ii) for any mistake of judgment made
as a Member of the Stock Plan Committee, in good faith and in belief that it was
in the best interests of the Corporation, and the Corporation shall indemnify
and hold harmless each employee, officer and director of the Corporation and its
Subsidiaries to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
reasonable expense (including counsel fees) or liability (including any sum paid
in settlement of a claim with the approval of the Board of Directors of the
Corporation) arising out of any act or omission to act in connection with the
Plan unless arising out of such person's fraud or bad faith. The
indemnification provided for in this Section 19 shall be in addition to any
----------
rights of indemnification such individual has as a director or officer pursuant
to law, or under the Corporation's certificate of incorporation or by-laws.

20. Successor Corporation. The obligations of the Corporation under the
---------------------
Plan shall be binding upon the successor corporation or organization resulting
from the merger, consolidation or other reorganization of the Corporation.

21. Withholding. As a precondition to the delivery of any Shares, the
-----------
Corporation or, if applicable, the Participant's employer shall have the right
and power to deduct or withhold or require a Participant to remit an amount
sufficient to satisfy federal, state and local taxes, domestic or foreign, that
are required by law or regulation to be withheld upon the exercise of any Option
or upon the sale of any Shares that are required by law or regulation to be
withheld. In the alternative, the Stock Plan Committee, in its discretion, may
either permit the Participant to provide irrevocable instructions to a broker to
sell such Shares from the Participant's Option as are necessary to satisfy any
tax withholding obligation and to promptly remit such sale proceeds to the
Corporation or have withheld from the Participant's Option such Shares as are
necessary to satisfy any tax withholding obligation.

22. Notice of Premature Disposition. A Participant or former Participant
-------------------------------
who disposes of Shares acquired under the Plan within (i) two years of the Grant
Date of the Options by which such Shares were acquired, or (ii) twelve months of
the date of transfer of Shares to him upon exercise of an Option, shall notify,
in writing, the Treasurer of the Corporation of such

-5-
<PAGE>

disposition and shall make appropriate arrangements for satisfying income and
payroll tax withholding requirements.

23. Beneficiary. A Participant may file a written designation of a
-----------
beneficiary (a "Beneficiary") who is to receive any Shares and/or payment under
the Plan in the event of the Participant's death. Such designation may be
changed by the Participant at any time by written notice to the Director of
Compensation and Benefits of the Corporation, but to be effective such notice
must be received prior to the Participant's death. In the event a Participant
dies without designating a Beneficiary, or if the designated Beneficiary
predeceases the Participant, the Participant's spouse shall be his Beneficiary,
or in the absence of a spouse, the Participant's estate shall be his
Beneficiary.

24. Corporation's Payment of Expenses Related to the Plan. The
-----------------------------------------------------
Corporation will bear all expenses incurred in administering the Plan, including
expenses of issuing Shares provided hereunder.

25. Plan and Rights to Purchase Common Stock Not to Confer Rights with
------------------------------------------------------------------
Respect to Continuance of Employment. The Plan and any right to purchase Shares
- ------------------------------------
under the Plan shall not confer upon any employee any right with respect to
continuance of employment by the Corporation or a Subsidiary and shall not
restrict or interfere in any way with the right of the Corporation or a
Subsidiary to terminate his employment at any time.

26. Participating Subsidiary. The Stock Plan Committee shall set forth a
------------------------
procedure for a Subsidiary to be designated a participating employer hereunder.

27. Gender and Number; Captions. Whenever used in the Plan, the masculine
---------------------------
gender shall include the feminine, and the singular shall include the plural,
unless the context indicates otherwise. The captions preceding the Sections of
the Plan have been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provisions of the Plan.

28. Effective Date. The Plan is effective as of the date the initial
--------------
public offering of Shares is consummated and is subject to approval by the
stockholders of the Corporation.

[END OF PLAN]

-6-

<PAGE>

Exhibit 10.48

FORM OF AMENDMENT NO. 1 TO
INVESTORS STOCKHOLDERS' AGREEMENT

AMENDMENT NO. 1 TO INVESTORS STOCKHOLDERS' AGREEMENT, dated as of
, 1999 (this "Amendment") to that certain Investors Stockholders'
- -------------
Agreement dated as of February 4, 1998 (the "Investors Stockholders'
-----------------------
Agreement"), by and among CB CAPITAL INVESTORS, L.P., together with its
- ---------
Affiliated Successors ("Chase"), J.P. MORGAN INVESTMENT CORPORATION and 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 investors listed on
Schedule I to the Investors Stockholders' Agreement (collectively, the "Cash
----
Equity Investors"), Michael E. Kalogris, Steven R. Skinner and David D. Clark
- ----------------
(the "Management Stockholders").
-----------------------

WHEREAS, in connection with the initial public offering of the capital
stock of Triton PCS Holdings, Inc. ("Triton"), the Stockholders desire to
------
amend the Investors Stockholders' Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
value and sufficiency of which is hereby acknowledged the parties hereto agree
as follows:

1. Defined Terms. Capitalized terms used herein, except as otherwise
-------------
defined herein, shall have the meanings given to such terms in the Investors
Stockholders' Agreement.

<PAGE>

2. Amendments.
----------

(a) Section 2.1 is amended in its entirety to read as follows:

"2.1 Board of Directors. (a) Each of the Cash Equity Investors hereby
------------------
agrees, so long as such Stockholder continues to hold any shares of Class C
Preferred Stock or Common Stock, in exercising its rights under Section 3
of the Company Stockholder Agreement, that it will vote or cause to be
voted all of the shares of its Class C Preferred Stock or Common Stock
owned or held of record by it (whether now owned or hereafter acquired), in
person or by proxy, to cause the selection of directors, the election of
directors and thereafter the continuation in office of the following
persons as members of the Board of Directors as follows:

(i) one (1) individual selected by Chase, in its sole
discretion, to be nominated pursuant to Section 3.1(a)(i) of the Company
Stockholder Agreement; and

(ii) one (1) individual selected by holders of at least 66 2/3%
of the Common Stock Beneficially Owned by all of the Cash Equity
Investors which individual shall not be an Affiliate of Chase (the "Other
-----
Cash Equity Investors Director"), to be nominated pursuant to Section
------------------------------
3.1(a)(i) of the Company Stockholder Agreement.

(b) Any nomination or designation of directors and the acceptance
thereof pursuant to this Section 2.1 shall be evidenced in writing.
-----------

-2-
<PAGE>

(c) The rights set forth in clauses (a)(i) above with respect to
Chase shall terminate if Chase owns less than 25% of the shares of
Common Stock Beneficially Owned by Chase on February 4, 1998. Upon any
termination of the rights set forth in clause (a), such right(s) shall
be exercisable in accordance with the Company Stockholder Agreement by
the holders of a Majority in Interest of the Common Stock held by the
Cash Equity Investors.

(d) If the right of the Cash Equity Investors to nominate directors
under the Company Stockholder Agreement is reduced to the right to
nominate one director pursuant to Section 12.3(c) therein, such right
shall be exercisable by either (i) Chase, or (ii) by the Other Cash
Equity Investors Director, whichever Cash Equity Investor holds a
greater percentage of shares of Common Stock Beneficially Owned by the
Cash Equity Investors at the time of the nomination right of the
director.

(b) Section 2.4 is amended in its entirety to read as follows:

"2.4 Board Committees. If the Cash Equity Investors have the right
----------------
to appoint a member of a committee of the Board of Directors, such
member shall be selected by Chase and the Cash Equity represented by the
Other Cash Equity Investors Director with all Cash Equity Investors."

3. No Implied Amendments. Except as herein amended, the Investors
---------------------
Stockholders' Agreement shall remain in full force and effect and is ratified in
all respects. On and after the effectiveness of this Amendment, each reference
in the Investors Stockholders' Agreement to "this Agreement", "hereunder",
"hereof", "herein", or words of like import, and each reference to the Investors
Stockholders' Agreement in any other agreements, documents or instruments
executed and delivered in connection with the Investors Stockholders'

-3-
<PAGE>

Agreement, shall mean and be a reference to the Investors Stockholders'
Agreement, as amended by this Amendment.

4. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.

-4-
<PAGE>

In WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

CB CAPITAL PARTNERS, L.P.

By: CB Capital Investors, Inc.,
its general partner

By:
__________________________________________
Name:
Title:

J.P. MORGAN INVESTMENT CORPORATION

By:
__________________________________________
Name:
Title:

-5-
<PAGE>

SIXTY WALL STREET SBIC FUND, L.P.

By: Sixty Wall Street SBIC Corporation,
its general partner

By:
__________________________________________
Name:
Title:

PRIVATE EQUITY INVESTORS III, L.P.

By: Rohit M. Desai Associates, III, L.L.C.,
its general partner

By:
__________________________________________
Name:
Title:

EQUITY-LINKED INVESTORS-II

By: Rohit M. Desai Associates-II,
its general partner

By:
__________________________________________
Name:
Title:

-6-
<PAGE>

TORONTO DOMINION CAPITAL (USA), INC.

By:
__________________________________________
Name:
Title:

DAG-TRITON PCS, L.P.

By: Duff Ackerman Goodrich LLC,
its general partner

By:
__________________________________________
Name:
Title:

-7-

<PAGE>

FIRST UNION CAPITAL PARTNERS, INC.

By:
__________________________________________
Name:
Title:

-8-

<PAGE>

Exhibit 16.1

October 20,1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

We were previously principal accountants for Triton PCS Holdings, Inc. and,
under the date of March 8, 1999, we reported on the consolidated financial
statements of Triton PCS Holdings, Inc. and subsidiaries as of December 31, 1997
and 1998 and for the period from March 6, 1997 (inception) to December 31, 1997
and for year ended December 31, 1998. On July 16, 1999, our appointment as
principal accountants was terminated. We have read Triton PCS Holdings, Inc.'s
statements included under the caption "Change in Accountants" included in the
Company's Registration Statement on Form S-1 (Registration Statement No. 333-
85149), and we agree with such statements, except that we are not in a position
to agree or disagree with Triton PCS Holdings Inc.'s statement that the change
was approved by the Board of Directors of the Company nor are we in a position
to agree or disagree with Triton PCS Holdings, Inc.'s statement that
PricewaterhouseCoopers LLP was not consulted on any items which involved
accounting principles or the form of an audit opinion to be issued on the
Company's financial statements.

Very truly yours,

/s/ KPMG LLP

KPMG LLP

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form S-1 of our
report, which will be issued upon the effectiveness of the stock split as
described in Note 19 to the combined financial statements, dated October 7, 1999
except as to the information in Note 19, for which the date is _____, 1999, on
our audits of the combined financial statements and financial statement schedule
of Triton PCS Holdings, Inc. and Predecessor Company, as defined in Note 1 to
the combined financial statements, and its subsidiaries. We also consent to the
reference to our firm under the caption "Experts".

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
October 20, 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
October 20, 1999