<PAGE>

                                                                 Exhibit 4.4

                          TRITON PCS, INC., as Issuer,


                        TRITON PCS FINANCE COMPANY, INC.,

                                  as Guarantor,


                                       and


         CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


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


                          SECOND SUPPLEMENTAL INDENTURE
                          Dated as of December __, 1999


                                       TO


                                   INDENTURE,
                             Dated as of May 4, 1998

                                 Debt Securities


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

                          SECOND SUPPLEMENTAL INDENTURE


         SECOND  SUPPLEMENTAL  INDENTURE,  dated as of  December , 1999,  by and
among TRITON PCS, INC., a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter called the "Company"),  Triton PCS Finance
Company,  Inc., a corporation  duly organized and existing under the laws of the
State of Delaware (the "Guarantor"), and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION,  a national banking association  organized under laws of the United
States of America, as trustee  (hereinafter  called the "Trustee").  Capitalized
terms used but not defined  herein shall have the  meanings  ascribed to them in
the Indenture (as defined below).

         WITNESSETH:

         WHEREAS,  the  Company  and the  Trustee  are  parties to that  certain
Indenture,  dated as of May 4, 1998 (the "Indenture"),  relating to $450,000,000
gross proceeds of the Company's 11% Senior Subordinated Discount Notes due 2008;

         WHEREAS,  the  Guarantor  was  organized as a Delaware  corporation  on
October 25, 1999 and, as of the date hereof,  the  Guarantor is a Subsidiary  of
the Company;

         WHEREAS,  in  connection  with  the  Company's  Credit  Agreement,  the
Guarantor  entered  into a guarantee  of the  indebtedness  under the  Company's
Credit Agreement on October 26, 1999;

         WHEREAS, in accordance with Section 4.18 of the Indenture,  the Company
is required to cause the Guarantor, until the Guarantor ceases to be a direct or
indirect  obligor  (including as guarantor)  under,  or in respect of all of the
Company's   Credit   Facilities,   to  become  a  Guarantor  and  to  fully  and
unconditionally  guarantee all of the Company's obligations under the Securities
and the  Indenture  by  executing  and  delivering  to the  Trustee  this Second
Supplemental Indenture;

         WHEREAS,  Section  10.01(x) of the Indenture  provides that the Company
and the Trustee may amend or supplement the Indenture or the Securities  without
notice to or consent of any  Securityholder  to add a Guarantor  pursuant to the
requirements of Section 4.18 of the Indenture;

         WHEREAS,  the Company,  the Guarantor  and the Trustee  desire to enter
into, execute and deliver this Second Supplemental  Indenture in compliance with
the provisions of the Indenture; and

         WHEREAS, all things prescribed by law and by the terms of the Indenture
necessary to make this Second  Supplemental  Indenture,  when duly  executed and
delivered  by the  Company,  the  Guarantor  and the Trustee a valid and binding
instrument,   enforceable  in  accordance  with  its  terms,  and  otherwise  to
effectuate the amendment of the Indenture, have been done and performed, and the
execution and delivery of this Second  Supplemental  Indenture  have been in all
respects duly authorized.

                                      -2-
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         NOW,  THEREFORE,  in consideration of the above premises,  the Company,
the Guarantor and the Trustee covenant and agree as follows:

                                   ARTICLE ONE

                             Supplemental Indenture

         Section 1.01. This Second Supplemental Indenture is a supplement to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in  connection  with and as a part of, the  Indenture  for any and all purposes,
including  but not limited to  satisfaction  and  discharge of the  Indenture as
provided in Article 9 of the Indenture.

         Section 1.02. This Second Supplemental Indenture shall become effective
immediately  upon  execution and delivery by each of the Company,  the Guarantor
and the Trustee.

                                   ARTICLE TWO

                                    Guarantee

         Section  2.01.  Subject to section  11.04 of the  Indenture,  until the
Guarantor  ceases to be a direct or indirect  obligor  (including  as guarantor)
under, or in respect of all of the Company's  Credit  Facilities,  the Guarantor
hereby  unconditionally,  jointly and severally,  guarantees to each Holder of a
Security  authenticated  and delivered by the Trustee and to the Trustee and its
successors and assigns that: the principal of, premium,  if any, and interest on
the Securities will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise, and interest on
the overdue principal and interest on any overdue interest on the Securities and
all other  obligations  of the Company to the  Holders or the Trustee  under the
Indenture or under the  Securities  will be promptly  paid in full or performed,
all in accordance  with the terms of the Indenture  and of the  Securities.  The
Guarantor  hereby  further  agrees  to be bound by all other  provisions  of the
Indenture  that  are  applicable  to a  "Guarantor"  and  the  guarantee  of the
Guarantor set forth in this Second  Supplemental  Indenture  shall be subject to
release upon the terms set forth in the Indenture.

         Section 2.02. The Company hereby expressly  ratifies,  adopts,  renews,
confirms and continues in full force and effect,  without limitation,  except as
hereby  amended,  each and every  covenant,  agreement,  condition and provision
applicable to it contained in the Indenture.

         Section 2.03. The Company and the Guarantor  covenant that the recitals
of fact and statements contained in this Second Supplemental  Indenture are true
and that, upon the execution and delivery of this Second Supplemental Indenture,
the Company is not in default in any respect under any of the  provisions of the
Indenture or of the Securities.

                                  ARTICLE THREE

                              Additional Provisions

         Section 3.01. Except to the extent  supplemented by Article Two of this
Second Supplemental Indenture, the Indenture remains in full force and effect in
accordance with its terms.

                                      -3-
<PAGE>

          It shall not be necessary in connection  with any future  reference to
the Indenture to also make reference to this Second Supplemental Indenture.

         Section 3.02. The cover page of this Second Supplemental  Indenture and
all article and  description  headings are inserted for convenience of reference
only  and are  not to be  taken  to be any  part  of  this  Second  Supplemental
Indenture  or to control or affect the  meaning,  construction  or effect of the
same.

         Section  3.03.  The laws of the  State of New York  shall  govern  this
Second Supplemental Indenture without regard to principles of conflicts of law.

         Section   3.04.   This   Second   Supplemental   Indenture   shall   be
simultaneously  executed  in  several  counterparts,  and all such  counterparts
executed and delivered each as an original shall constitute but one and the same
instrument.

                            [SIGNATURE PAGE FOLLOWS]

                                      -4-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.

                                                     TRITON PCS, INC.


                                                   By:  /s/Michael E. Kalogris
                                                        ------------------------
                                                  Name: Michael E. Kalogris
                                                  Title: Chief Executive Officer


                                                TRITON PCS FINANCE COMPANY, INC.



                                                  By: /s/Lisa Winram
                                                      --------------------------
                                                  Name: Lisa Winram
                                                  Title: President


               CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
                             as Trustee


                                                 By: (illegible signature)
                                                    ----------------------------
                                                     Authorized Signatory

                                      -5-