<PAGE>
 
                                                                [EXECUTION COPY]

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

               PREFERRED STOCK REPURCHASE AND ISSUANCE AGREEMENT

                                 by and among

                               MORGAN ENTITIES,

                            CASH EQUITY INVESTORS,

                              OTHER STOCKHOLDERS,

                                      and

                           TRITON PCS HOLDINGS, INC.

                         Dated as of December 7, 1998

==--============================================================================
<PAGE>
 
<TABLE>  
                               TABLE OF CONTENTS


<S>                                                                                                             <C> 
ARTICLE I..................................................................................................      1
     DEFINITIONS...........................................................................................      1 

ARTICLE II.................................................................................................      7
     REPURCHASE AND ISSUANCE OF SECURITIES;
     CERTAIN RESTRICTIONS ON TRANSFER......................................................................      7
          2.1      Repurchase of Shares....................................................................      7
                   --------------------
          2.2      Issuance of Shares......................................................................      8
                   ------------------
          2.3      Restrictive Legends.....................................................................      8
                   -------------------
          2.4      Use of Proceeds.........................................................................      9
                   ---------------

ARTICLE III................................................................................................      9
     REPRESENTATIONS AND WARRANTIES OF CASH EQUITY INVESTORS AND MORGAN ENTITIES ..........................      9
          3.1      Organization, Power and Authority.......................................................      9
                   ---------------------------------
          3.2      Consents; No Conflicts..................................................................     10
                   ----------------------
          3.3      Litigation..............................................................................     10
                   ----------
          3.4      FCC Compliance..........................................................................     11
                   --------------
          3.5      Brokers.................................................................................     11
                   -------
          3.6      No Distribution.........................................................................     11
                   ---------------
          3.7      Investor Acknowledgments................................................................     11
                   ------------------------

ARTICLE IV.................................................................................................     12
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................     12
          4.1      Organization, Power and Authority.......................................................     12
                   ---------------------------------
          4.2      Consents; No Conflicts..................................................................     13
                   ----------------------
          4.3      Litigation..............................................................................     13
                   ----------
          4.4      FCC Compliance..........................................................................     13
                   --------------
          4.5      Brokers.................................................................................     13
                   -------
          4.6      Capitalization..........................................................................     14
                   --------------
          4.7      Shares..................................................................................     14
                   ------
          4.8      Subsidiaries............................................................................     14
                   ------------
          4.9      Offering of Securities..................................................................     14
                   ----------------------
          4.10     Small Business Matters..................................................................     15
                   ----------------------

ARTICLE V..................................................................................................     15
     COVENANTS.............................................................................................     15
          5.1      Use of Proceeds.........................................................................     15
                   ---------------
          5.2      SBIC Regulatory Provisions............................................................       15
                   --------------------------
          5.3      Regulatory Compliance Cooperation.....................................................       15
                   ---------------------------------
          5.4      Related Agreement Amendments..........................................................       16
                   ----------------------------
          5.5      Offering of Securities................................................................       16
                   ----------------------
</TABLE> 

                                       i
<PAGE>
 
<TABLE> 
                  <S>                                                                                           <C>    
          5.6      Certain Waivers and Consents.  .......................................................       16
                   ----------------------------

ARTICLE VI...............................................................................................       17
     SURVIVAL AND INDEMNIFICATION........................................................................       17
          6.1      Survival..............................................................................       17
                   --------
          6.2      Indemnification by the Cash Equity Investors and Morgan Entities......................       17
                   ----------------------------------------------------------------
          6.3      Indemnification by the Company........................................................       17
                   ------------------------------
          6.4      Procedures............................................................................       18
                   ----------
          6.5      Registration Rights...................................................................       19
                   -------------------
          6.6      Limit on Indemnity....................................................................       19
                   ------------------

ARTICLE VII..............................................................................................       19
     MISCELLANEOUS PROVISIONS............................................................................       19
          7.1      Amendment and Modification............................................................       19
                   --------------------------
          7.2      Waiver of Compliance; Consents........................................................       19
                   ------------------------------
          7.3      Notices...............................................................................       19
                   -------
          7.4      Expenses..............................................................................       20
                   --------
          7.5      Parties in Interest; Assignment.......................................................       21
                   -------------------------------
          7.6      Applicable Law........................................................................       21
                   --------------
          7.7      Counterparts..........................................................................       21
                   ------------
          7.8      Interpretation........................................................................       21
                   --------------
          7.9      Entire Agreement......................................................................       21
                   ----------------
          7.10     Specific Performance..................................................................       21
                   --------------------
          7.11     Remedies Cumulative...................................................................       22
                   -------------------
</TABLE> 

                                      ii
<PAGE>
 
                        LIST OF SCHEDULES AND EXHIBITS

Schedules
---------

Schedule I            --       Morgan Entities
Schedule II           --       Cash Equity Investors

Schedule 4.6(a)       --       Equity Ownership
Schedule 4.6(b)       --       Obligations to Issue Capital Stock
Schedule 4.8          --       Company Subsidiaries

                                      iii
<PAGE>
 
                        PREFERRED STOCK REPURCHASE AND ISSUANCE AGREEMENT

     PREFERRED STOCK REPURCHASE AND ISSUANCE AGREEMENT, dated as of December 7,
1998 by and among J.P. MORGAN INVESTMENT CORPORATION ("J.P. Morgan"), SIXTY WALL
                                                       -----------              
STREET SBIC FUND, L.P. ("Sixty Wall Street" and collectively with J.P. Morgan,
                         -----------------                                    
the "Morgan Entities"), the investors listed as cash equity investors on the
     ---------------                                                        
signature pages hereto (individually, a "Cash Equity Investor" and,
                                         --------------------      
collectively, the "Cash Equity Investors"),  Triton PCS Holdings, Inc., a
                   ---------------------                                 
Delaware corporation (the "Company"), and certain of the Company's other
                           -------                                      
stockholders listed on the signature pages hereto (collectively, the "Other
                                                                      -----
Stockholders").
------------   

                              W I T N E S S E T H

     WHEREAS, the Morgan Entities, the Cash Equity Investors and the Other
Stockholders are stockholders of the Company; and

     WHEREAS, in connection with the consummation of the transactions
contemplated by that certain Preferred Stock Purchase Agreement dated as of July
29, 1998 (the "Myrtle Beach Stock Purchase Agreement"), the Morgan Entities
               -------------------------------------                       
purchased an aggregate of 100,000 shares (the "Myrtle Beach Shares") of the
                                               -------------------         
Company's Series C Convertible Preferred Stock, par value $0.01 per share (the
"Series C Preferred Stock"), in consideration of contributions of cash to the
 ------------------------                                                    
capital of the Company in the aggregate amount of $10 million, all as more fully
set forth on Schedule I ; and
             ----------      

     WHEREAS, in connection with the consummation of the transactions
contemplated hereby, on the date hereof (a) J.P. Morgan and Sixty Wall Street
wish to sell to the Company, and the Company wishes to repurchase from J.P.
Morgan and Sixty Wall Street,  33,822 and 1,780 shares, respectively, of the
Series C Preferred Stock that the Morgan Entities purchased from the Company
pursuant to the Myrtle Beach Stock Purchase Agreement (the "Repurchased
                                                            -----------
Shares"), and (b) the Cash Equity Investors wish to purchase from the Company
the Repurchased Shares in consideration of contributions of cash to the capital
of the Company, and the Company wishes to accept such contributions and issue
additional shares of Series C Preferred Stock to the Cash Equity Investors, all
on the terms and subject to the conditions herein set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     As used herein, the following terms have the following meanings (unless
indicated otherwise, all Section and Article references are to Sections and
Articles in this Agreement, and all Schedule and Exhibit references are to
Schedules and Exhibits to this Agreement):

                                       1
<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, "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.

     "Agreement" means this Preferred Stock Repurchase and Issuance Agreement,
      ---------                                                               
as the same may be amended, modified or supplemented in accordance with the
terms hereof.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
      ------------                                                              
which commercial banks in New York City are authorized or required by Law to
remain closed.

     "Capital Stock" means any and all shares, interests, participations or
      -------------                                                        
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase or subscribe for any of
the foregoing, or any warrants, rights or options to purchase or subscribe for
any such warrants, rights or options.

     "Cash Equity Investors" has the meaning set forth in the preamble.
      ---------------------                                            

     "Claim" has the meaning set forth in Section 6.4(a).
      -----                               -------------- 

     "Common Stock" has the meaning set forth in Section 2.1(b).
      ------------                               -------------- 

     "Company" has the meaning set forth in the preamble.
      -------                                            

     "Consents" means all consents and approvals of Governmental Authorities or
      --------                                                                 
other third parties necessary to authorize, approve or permit the parties hereto
to consummate the Transactions.

     "Contributions" means the contributions of cash to the capital of the
      -------------                                                       
Company by the Cash Equity Investors as set forth on Schedule II.
                                                     ----------- 

     "Credit Agreement" means the agreement among Triton PCS, the lenders and
      ----------------                                                       
the agents referred to therein, dated as of the February 3, 1998, as amended by
the First Amendment, Consent and Waiver dated as of April 24, 1998, the Second
Amendment to Credit Agreement dated as of July 29, 1998 and the Third Amendment
to Credit Agreement dated as of November ____, 1998, providing a credit facility
having aggregate commitments of $425 million, as the same may be amended,
modified or supplemented in accordance with the terms thereof.

     "Credit Documents" means the Credit Agreement and all agreements,
      ----------------                                                
instruments and documents executed and delivered pursuant thereto, as the same
may from time to time be amended, modified or supplemented in accordance with
the terms thereof.

                                       2
<PAGE>
 
     "Employment Agreements" means collectively the Employment Agreements dated
      ---------------------                                                    
as of February 4, 1998 between Triton Management and each of Michael E. Kalogris
and Steven R. Skinner, and the Employment Agreement dated as of January 8, 1998
between Triton Management and Clyde Smith, each as amended as of June 29, 1998
and as the same may be amended, modified or supplemented in accordance with the
terms thereof.

     "FCC" means the Federal Communications Commission or similar regulatory
      ---                                                                   
authority established in replacement thereof.

     "FCC Law" means the Communications Act of 1934, as amended, including as
      -------                                                                
amended by the Telecommunications Act of 1996, and the rules, regulations and
policies promulgated thereunder.

     "Financing" has the meaning set forth in the SBIC Regulations.
      ---------                                                    

     "Governmental Authority" means a Federal, state or local court,
      ----------------------                                        
legislature, governmental agency (including, without limitation, the United
States Department of Justice), commission or regulatory or administrative
authority or instrumentality.

     "Indemnified Party" has the meaning set forth in Section 6.4(a).
      -----------------                               -------------- 

     "Indemnifying Party" has the meaning set forth in Section 6.4(a).
      ------------------                               -------------- 

     "Investors Stockholders' Agreement" means the Investors Stockholders'
      ---------------------------------                                   
Agreement dated as of February 4, 1998 by and among certain  stockholders of the
Company, as the same may be amended, modified or supplemented in accordance with
the terms thereof.

     "J.P. Morgan" has the meaning set forth in the preamble.
      -----------                                            

     "Law" means applicable common law and any statute, ordinance, code or other
      ---                                                                       
law, rule, permit, permit condition, regulation, order, decree, technical or
other standard, requirement or procedure enacted, adopted, promulgated, applied
or followed by any Governmental Authority.

     "License" means a license, permit, certificate of authority, waiver,
      -------                                                            
approval, certificate of public convenience and necessity, registration or other
authorization, consent or clearance issued or granted by a Governmental
Authority, including without limitation, Licenses to construct or operate a
facility, including any emissions, discharges or releases therefrom, or to
transact an activity or business, to construct a tower or to use an asset or
process.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
      ----                                                               
charge, security interest, right of first refusal or right of others therein, or
encumbrance of any nature whatsoever in respect of such asset.

     "Losses" has the meaning set forth in Section 6.2.
      ------                               ----------- 

                                       3
<PAGE>
 
     "Material Adverse Effect" means a material adverse effect on the business,
      -----------------------                                                  
financial condition, assets, liabilities or results of operations or prospects
of the Person specified.

     "Morgan Entities" has the meaning set forth in the preamble.
      ---------------                                            

     "Myrtle Beach Shares" has the meaning set forth in the recitals.
      -------------------                                            

     "Myrtle Beach Stock Purchase Agreement" has the meaning set forth in the
      -------------------------------------                                  
recitals.

     "Network Membership License Agreement" means the Network Membership License
      ------------------------------------                                      
Agreement dated as of February 4, 1998 between AT&T Corp., a New York
corporation, and Triton Operating Company, as the same may be amended, modified
or supplemented in accordance with the terms thereof.

     "New York Courts" has the meaning set forth in Section 7.6.
      ---------------                               ----------- 

     "Other Stockholders" has the meaning set forth in the preamble.
      ------------------                                            

     "Person" means an individual, corporation, partnership, limited liability
      ------                                                                  
company, association, joint stock company, Governmental Authority, business
trust, unincorporated organization, or other legal entity.

     "Preferred Stock" means, collectively, the Series A Preferred Stock, the
      ---------------                                                        
Series B Preferred Stock, the Series C Preferred Stock and the Series D
Preferred Stock.

     "Regulatory Problem" means, with respect to any SBIC Holder providing
      ------------------                                                  
Financing under this Agreement, any set of facts or circumstances wherein it has
been asserted by any governmental regulatory agency (or any SBIC Holder
reasonably believes in good faith that there is a substantial risk of such
assertion) that such SBIC Holder and its Affiliates are not entitled to hold, or
exercise any significant right with respect to, the Securities.

     "Related Agreements" means the Network Membership License Agreement, the
      ------------------                                                     
Employment Agreements, the Vesting Agreements, the Resale Agreement, the Roaming
Agreement, the Stockholders' Agreement, and the Investors Stockholders'
Agreement.

     "Repurchased Shares" has the meaning set forth in the recitals.
      ------------------                                            

     "Resale Agreement" means the form of Resale Agreement attached as Exhibit C
      ----------------                                                 ---------
to the Securities Purchase Agreement, as the same may be amended, modified or
supplemented in accordance with the terms thereof.

     "Restated Certificate" means the Amended and Restated Certificate of
      --------------------                                               
Incorporation of the Company, dated as of February 4, 1998, as amended as of the
date hereof, as the same may be amended, modified or supplemented in accordance
with the terms thereof.

                                       4
<PAGE>
 
     "Roaming Agreement" means the Intercarrier Roamer Service Agreement dated
      -----------------                                                       
as of  February 4, 1998 between Triton Operating Company and AT&T Wireless
Services, Inc., as the same may be amended, modified or supplemented in
accordance with the terms thereof.

     "SBA" has the meaning set forth in Section 5.2(b).
      ---                               -------------- 

     "SBA Compliance Documents" has the meaning set forth in Section 2.2(b).
      ------------------------                               -------------- 

     "SBIC" means a small business investment company licensed under the SBIC
      ----                                                                   
Act.

     "SBIC Act" means the Small Business Investment Company Act of 1958, as
      --------                                                             
amended.

     "SBIC Holder" means each Cash Equity Investor that is an SBIC.
      -----------                                                  

     "SBIC Regulations" means the SBIC Act and the regulations issued thereunder
      ----------------                                                          
as set forth in 13 CFR (S)(S)107 and 121, as amended.

     "Section 6.2 Indemnified Party" has the meaning set forth in Section 6.2.
      -----------------------------                               ----------- 

     "Section 6.3 Indemnified Party" has the meaning set forth in Section 6.3.
      -----------------------------                               ----------- 

     "Securities" means the shares of Series C Preferred Stock to be issued
      ----------                                                           
hereunder in accordance with the terms hereof, together with any shares of
Common Stock issued upon conversion of the Series C Preferred Stock.

     "Securities Act" means the Securities Act of 1933, as amended, and the
      --------------                                                       
rules, regulations and policies promulgated thereunder.

     "Series A Preferred Stock" means the Company's Series A Convertible
      ------------------------                                          
Preferred Stock, par value $0.01 per share.

     "Series B Preferred Stock" means the Company's Series B Preferred Stock,
      ------------------------                                               
par value $0.01 per share.

     "Series C Preferred Stock" has the meaning set forth in the recitals.
      ------------------------                                            

     "Series C Shares" means the shares of Series C Preferred Stock that are
      ---------------                                                       
issued hereunder by the Company to the Cash Equity Investors.

     "Series D Preferred Stock" means the Company's Series D Convertible
      ------------------------                                          
Preferred Stock, par value $0.01 per share.

                                       5
<PAGE>
 
     "Share Repurchase Price" has the meaning set forth in Section 2.1(a).
      ----------------------                               -------------- 

     "Sixty Wall Street" has the meaning set forth in the preamble.
      -----------------                                            

     "Stockholders" means, collectively, the Morgan Entities, the Cash Equity
      ------------                                                           
Investors and the Other Stockholders.

     "Stockholders' Agreement" means the Stockholders' Agreement dated as of
      -----------------------                                               
February 4, 1998 by and among the Company, AT&T Wireless PCS, Inc. and the other
stockholders of the Company, as the same may be amended, modified or
supplemented in accordance with the terms thereof.

     "Subsidiary" shall mean, with respect to any Person, a corporation or other
      ----------                                                                
entity of which 50% or more of the voting power or the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

     "Transactions" means the transactions contemplated by this Agreement in its
      ------------                                                              
entirety.

     "Triton Management" means Triton Management Company, Inc., a Delaware
      -----------------                                                   
corporation and Subsidiary of the Company.

     "Triton Operating Company" means Triton PCS Operating Company L.L.C., a
      ------------------------                                              
Delaware limited liability company and Subsidiary of the Company.

     "Triton PCS" means Triton PCS, Inc., a Delaware corporation and Subsidiary
      ----------                                                               
of the Company.

     "Vesting Agreements" means the letter agreements dated as of February 4,
      ------------------                                                     
1998 among Triton Management, the Company and each of Clyde Smith, David Clark,
Patricia Gallagher, David Standig, Michael Mears, and any other Person
(including the Independent Directors who have executed similar agreements dated
June 26, 1998) who has been required to sign a similar agreement as a condition
to the award of any of the Company's Capital Stock, each as amended as of June
29, 1998 and as the same may be amended, modified or supplemented in accordance
with the terms thereof.

                                       6
<PAGE>
 
                                  ARTICLE II

                            REPURCHASE AND ISSUANCE
                OF SECURITIES; CERTAIN RESTRICTIONS ON TRANSFER
                -----------------------------------------------

               1.1    Repurchase of Shares.
                      -------------------- 

          (1)  In reliance upon the representations, warranties and agreements
of the parties herein contained, the Morgan Entities hereby transfer, assign,
sell and deliver to the Company, and the Company hereby purchases, the
Repurchased Shares in consideration of the payment by the Company to the Morgan
Entities of the aggregate amount of $3,560,200 (the "Share Repurchase Price").
                                                     ----------------------

          (2)  On the date hereof, the Company and the Morgan Entities shall
take the following actions to effectuate the foregoing:

               (i)    the Morgan Entities shall deliver to the Company
certificates representing the Myrtle Beach Shares, duly endorsed or accompanied
by stock powers duly executed in blank;

               (ii)   the Company shall deliver to the Morgan Entities (as 
specified on Schedule I) by wire transfer of immediately available funds an
             ----------
aggregate amount equal to the Share Repurchase Price; and

               (iii)  the Company shall deliver to J.P. Morgan and Sixty Wall,
61,527 and 2,871 shares, respectively, of Series C Preferred Stock (representing
in the aggregate the difference between the number of Myrtle Beach Shares issued
to the Morgan Entities pursuant to the Myrtle Beach Stock Purchase Agreement and
the number of Repurchased Shares being repurchased from the Morgan Entities
hereunder), the terms of which are set forth in the Restated Certificate, which,
subject to the terms thereof, are convertible at any time into shares of newly
issued common stock, par value $.01 per share (the "Common Stock") of the
                                                    ------------         
Company (as provided in the Restated Certificate).

               1.2    Issuance of Shares.
                      ------------------ 

          (1)  In reliance upon the representations, warranties and agreements
of the parties herein contained, each Cash Equity Investor hereby agrees to
contribute to the capital of the Company an amount equal to its portion of the
Contribution, and the Company hereby agrees to accept such contribution to the
capital of the Company and to issue to the Cash Equity Investors the Series C
Shares, all as more fully set forth on Schedule II.
                                       -----------

          (2)  On the date hereof, the Company and the Cash Equity Investors
shall take the following actions to effectuate the foregoing:

                                       7
<PAGE>
 
               (i)    each Cash Equity Investor shall deliver by wire transfer
of immediately available funds an amount equal to the portion of the
Contribution set forth opposite its name on Schedule II under the heading
                                            -----------
"Contribution";


               (ii)   the Company shall deliver to each Cash Equity Investor the
number of Series C Shares set forth opposite its name on Schedule II under the
                                                         -----------
heading "Number of Series C Shares";

               (iii)  the Company shall deliver to each SBIC Holder, (A) the
Size Status Declaration on Form 480, the Assurance of Compliance for
Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031
(Parts A and B) (collectively, the "SBA Compliance Documents"), and (B) a list,
                                    ------------------------
after giving effect to the Transactions of (1) the name of each of the Company's
directors, (2) the name and title of each of the Company's officers and (3) the
name of each of the Company's stockholders and the number and class of shares
held by each stockholder; and

               (iv)   the Company shall deliver to the Cash Equity Investors,
one or more opinions of the Company's counsel respecting the valid issuance of
the Series C Preferred Stock and the enforceability of this Agreement against
the Company.

               1.3    Restrictive Legends.  Each certificate representing 
                      ------------------- 
Securities (including Securities issued hereunder or delivered upon conversion
of the Series C Preferred Stock, or delivered in substitution or exchange for
any of the foregoing) will bear a legend reading substantially as follows until
such Securities have been sold pursuant to an effective registration statement
under the Securities Act, Rule 144 under the Securities Act, or an opinion of
counsel reasonably satisfactory in form and substance to the Company and
otherwise in full compliance with any other applicable restrictions on transfer,
including those contained in this Agreement and the Stockholders' Agreement:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED 
     FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 
     1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR 'BLUE SKY' 
     LAWS.  SAID SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, 
     HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER 
     THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE 
     SECURITIES OR 'BLUE SKY' LAWS OR EXEMPTED THEREFROM UNDER THE ACT AND 
     ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS."

                                       8
<PAGE>
 
          1.4     Use of Proceeds.  The Company shall use the net cash proceeds
                  ---------------   
of its sale of Series C Preferred Stock hereunder for consummation of the
purchase of the Repurchased Shares.

                                  ARTICLE III

                       REPRESENTATIONS AND WARRANTIES OF
                       ---------------------------------
                   CASH EQUITY INVESTORS AND MORGAN ENTITIES
                   -----------------------------------------

          Each of the Cash Equity Investors (as to itself) and each of the
Morgan Entities (as to itself) represents and warrants to the Company and each
of the other parties as follows (it being understood and agreed that all of the
following representations and warranties are made by the Cash Equity Investors
and the Morgan Entities unless otherwise specified below):

          1.5     Organization, Power and Authority.
                  --------------------------------- 

          (1)     It is a corporation, general partnership or limited
partnership, duly organized, validly existing and in good standing under the
Laws of its jurisdiction of organization and has the requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted.

          (2)     It has the requisite power and authority to execute, deliver
and perform this Agreement, and each other instrument, document, certificate and
agreement required or contemplated to be executed, delivered and performed by it
hereunder and thereunder to which it is or will be a party.

          (3)     It is duly qualified to do business in each jurisdiction where
the character of its properties owned or held under lease or the nature of its
activities makes such qualification necessary other than any such jurisdiction
in which the failure to be so qualified would not have a Material Adverse Effect
on it or materially adversely affect the Transactions or its ability to perform
its obligations under the Related Agreements.

          (4)     The execution and delivery of this Agreement by it and the
consummation of the Transactions by it have been duly and validly authorized by
its Board of Directors (or equivalent body) and no other proceedings on its part
which have not been taken (including, without limitation, approval of its
stockholders, partners or members) are necessary to authorize this Agreement or
to consummate the Transactions.

          (5)     This Agreement has been duly executed and delivered by it and
constitutes its valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar Laws affecting or relating
to enforcement of creditors' rights generally and may be subject to general
principles of equity.

                                       9
<PAGE>
 
          (6)   After giving effect to the Transactions, it is not in breach of
any obligation under this Agreement or any of the Related Agreements.

          1.6   Consents; No Conflicts.  Neither the execution, delivery and 
                ----------------------     
performance by it of this Agreement nor the consummation of the Transactions
will (a) conflict with, or result in a breach or violation of, any provision of
its organizational documents; (b) constitute, with or without the giving of
notice or passage of time or both, a breach, violation or default, create a
Lien, or give rise to any right of termination, modification, cancellation,
prepayment or acceleration, under (i) any Law or License or (ii) any note, bond,
mortgage, indenture, lease, agreement or other instrument, in each case which is
applicable to or binding upon it or any of its assets; or (c) require any
Consent or the approval of its board of directors, general partner, stockholders
or similar constituent bodies, as the case may be (which approvals have been
obtained), except in each case, where such breach, violation, default, Lien,
right, or the failure to obtain or give such Consent would not have a Material
Adverse Effect on it or materially adversely affect the Transactions or its
ability to perform its obligations under the Related Agreements. To its
knowledge, there is no fact relating to it or its Affiliates that would be
reasonably expected to prevent it from consummating any of the Transactions or
performing its obligations under any of the Related Agreements.

          1.7   Litigation.  There is no action, proceeding or investigation 
                ----------          
pending or, to its knowledge, threatened against it or any of its properties or
assets that would be reasonably expected to have an adverse effect on its
ability to consummate the Transactions to which it is a party or to fulfill its
obligations under this Agreement or any of the Related Agreements to which it is
a party, or which seeks to prevent or challenge the Transactions.

          1.8   FCC Compliance. It complies with all eligibility rules issued 
                --------------   
by the FCC to hold broadband PCS licenses, including without limitation, FCC
rules on foreign ownership and the CMRS spectrum cap. The fact that it owns an
equity interest in the Company will not cause the Company to be ineligible under
FCC rules to hold PCS Licenses in general or any other FCC licenses held by the
Company.

          1.9   Brokers.  It has not employed any broker, finder or investment 
                -------
banker or incurred any liability for any brokerage fees, commissions or finder's
fees in connection with the Transactions.

          1.10  No Distribution.  Each Cash Equity Investor has acquired the 
                ---------------   
Securities purchased by it hereunder for the purpose of investment and not with
a view to or for sale in connection with any distribution thereof (other than in
compliance with the Securities Act and all applicable state securities Laws).

          1.11  Investor Acknowledgments.
                ------------------------ 

          (1)   Each Cash Equity Investor is an "accredited investor" as defined
in Regulation D of the Securities Act. Its representatives have been provided an
opportunity to ask questions of, and have received answers thereto from, the
Company and its representatives regarding

                                       10
<PAGE>
 
the terms and conditions of its purchase of Securities, and the Company and its
proposed business generally, and have obtained all additional information
requested by it to verify the accuracy of all information furnished to it in
connection with such purchase.

          (2)  Each Cash Equity Investor has such knowledge and experience in
financial and business affairs that it is capable of evaluating the merits and
risks of purchasing the Securities it is purchasing hereunder.

          (3)  Each Cash Equity Investor agrees that it is not relying on and
acknowledges that no representation is being made by any other Cash Equity
Investor, the Morgan Entities, the Company or any of its officers, employees,
Affiliates, agents or representatives, except for representations and warranties
expressly set forth in this Agreement, and, in particular, it is not relying on,
and acknowledges that no representation is being made in respect of, (x) any
projections, estimates or budgets delivered to or made available to them of
future revenues, expenses or expenditures, or future results of operations and
(y) any other information or documents delivered or made available to it or its
representatives, except for representations and warranties expressly set forth
in this Agreement.

          (4)  In deciding to invest in the Company, each Cash Equity Investor
has relied exclusively on the representations and warranties expressly set forth
in this Agreement and the investigations made by itself and its representatives
and its and such representatives' knowledge of the industry in which the Company
operates. Based solely on such representations and warranties and such
investigations and knowledge, it has determined that the Securities it is
purchasing are a suitable investment for it.

                                       11
<PAGE>
 
                                  ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES OF
                                  THE COMPANY
                                  ----------- 

          The Company represents and warrants to the Cash Equity Investors and
the Morgan Entities as follows:

          1.12  Organization, Power and Authority.
                --------------------------------- 

          (1)   Each of the Company and each of its Subsidiaries that is a
corporation is a corporation, duly organized, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation and has the
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted and as proposed to be
conducted pursuant to the Related Agreements. Each of the Company's Subsidiaries
that is a limited liability company is a limited liability company, duly formed,
validly existing and in good standing under the Laws of the jurisdiction of
formation and has the requisite limited liability company power and authority to
own, lease and operate its properties and to carry on its business as now being
conducted and as proposed to be conducted pursuant to the Related Agreements.

          (2)   It has the requisite power, authority and/or legal capacity to
execute, deliver and perform this Agreement and each other instrument, document,
certificate and agreement required or contemplated to be executed, delivered and
performed by it hereunder and thereunder to which it is or will be a party.

          (3)   Each of the Company and each of its Subsidiaries is duly
qualified to do business in each jurisdiction where the character of its
properties owned or held under lease or the nature of its activities makes such
qualification necessary other than any such jurisdiction in which the failure to
be so qualified would not have a Material Adverse Effect on the Company or such
Subsidiary or materially adversely affect the Transactions or its ability to
perform its obligations under the Related Agreements.

          (4)   The execution and delivery of this Agreement by the Company and
the consummation of the Transactions by the Company have been duly and validly
authorized by the Board of Directors of the Company and, no other corporate
proceedings on the part of the Company which have not been taken (including,
without limitation, approval of its stockholders) are necessary to authorize
this Agreement or to consummate the Transactions.

          (5)   This Agreement has been duly executed and delivered by the
Company and constitutes the valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium

                                       12
<PAGE>
 
or other similar Laws affecting or relating to enforcement of creditors' rights
generally and may be subject to general principles of equity.

          (6)   After giving effect to the Transactions, the Company is not in
breach of any obligation under this Agreement, any Related Agreement or any of
the Credit Documents.

          1.13  Consents; No Conflicts.  Neither the execution, delivery and 
                ----------------------   
performance by the Company of this Agreement nor the consummation of the
Transactions will (a) conflict with, or result in a breach or violation of, any
provision of the Company's organizational documents; (b) constitute, with or
without the giving of notice or passage of time or both, a breach, violation or
default, create a Lien (other than Liens under the Credit Documents), or give
rise to any right of termination, modification, cancellation, prepayment or
acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage,
indenture, lease, agreement or other instrument, in each case which is
applicable to or binding upon the Company or any of its assets; or (c) require
any Consent on the part of the Company or the approval of the Company's Board of
Directors (which approval has been obtained), except in each case where such
breach, violation, default, Lien, right, or the failure to obtain or give such
Consent would not have a Material Adverse Effect on it or materially adversely
affect the Transactions, its ability to perform its obligations under the
Related Agreements or the operation of the Company's business after the date
hereof. To its knowledge, there is no fact relating to it or its Affiliates that
would be reasonably expected to prevent it from consummating any of the
Transactions or performing any of its obligations under the Related Agreements.

          1.14  Litigation.  There is no action, proceeding or investigation 
                ----------  
pending or, to the knowledge of the Company, threatened against the Company or
any of its properties or assets that would have an adverse effect on its ability
to consummate the Transactions or to fulfill its obligations under this
Agreement or any of the Related Agreements, or to operate its business after the
date hereof, or which seeks to prevent or challenge the Transactions. There is
no judgment, decree, injunction, rule or order outstanding against the Company
which would limit in any material respect the ability of the Company to operate
its business in the manner currently contemplated.

          1.15  FCC Compliance. Assuming the accuracy of the representations 
                --------------                                               
and warranties contained in Section 3.4, it complies with all eligibility rules
                            -----------                                        
issued by the FCC to hold broadband PCS licenses, including without limitation,
FCC rules on foreign ownership and the CMRS spectrum cap.

          1.16  Brokers.  The Company has not employed any broker, finder or 
                -------                                                      
investment banker or incurred any liability for any brokerage fees, commissions
or finder's fees in connection with the Transactions.

                                       13
<PAGE>
 
          1.17  Capitalization.
                -------------- 

          (1)   As of the date hereof, the authorized capital stock of the
Company consists of 10,000,000 shares of Common Stock, 1,000,000 shares of
Series A Preferred Stock, 2,000,000 shares of Series B Preferred Stock,
3,000,000 shares of Series C Preferred Stock, and 1,000,000 shares of Series D
Preferred Stock. As of the date hereof, prior to giving effect to the
Transactions, there have been issued and are outstanding 235,125.68 shares of
Common Stock, 732,371 shares of Series A Preferred Stock, no shares of Series B
Preferred Stock, 1,750,000 shares of Series C Preferred Stock and 366,131 shares
of Series D Preferred Stock. The record and beneficial owners of such
outstanding shares of Common Stock and Preferred Stock are set forth on Schedule
                                                                        --------
4.6(a).
------

          (2)   Except as set forth on Schedule 4.6(b), there are not any 
                                       ---------------      
existing options, warrants, calls, subscriptions, or other rights, or other
agreements or commitments, obligating the Company to issue, transfer or sell any
shares of capital stock of the Company, except the Series C Preferred Stock
hereunder.

          1.18  Shares.  The shares of Series C Preferred Stock being issued to 
                ------    
the Cash Equity Investors hereunder, when issued and paid for pursuant to the
terms of this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will be free of any Liens caused or created by the Company,
except as set forth in the Stockholders' Agreement and the Restated Certificate.
The shares of Common Stock issued upon conversion of the Series C Preferred
Stock, when issued pursuant to the terms of the Series C Preferred Stock, will
be validly issued, fully paid and nonassessable, and will be free of any Liens
caused or created by the Company, except as set forth in the Stockholders'
Agreement and the Restated Certificate.

          1.19  Subsidiaries. The Company owns directly or indirectly all of the
                ------------                                                    
outstanding shares of Capital Stock of each of its Subsidiaries, free and clear
of any Liens, except Liens granted to the Lenders pursuant to the Credit
Documents.  Set forth on Schedule 4.8 is a complete list of its direct and
                         ------------                                     
indirect Subsidiaries indicating the jurisdictions in which each such Subsidiary
is organized or qualified to conduct business.

          1.20  Offering of Securities.
                ---------------------- 

          (1)   None of the Company or any Person acting on its behalf has
offered the Securities or any similar equity securities of the Company for sale
to, or solicited any offers to buy the Securities or any similar equity
securities of the Company from, any Person, other than the Cash Equity Investors
and a limited number of other "accredited investors" (as defined in Rule 501(a)
under the Securities Act).

          (2)   Assuming the accuracy of the representations and warranties of
the Cash Equity Investors contained in Sections 3.6 and 3.7, the offering and
                                       --------------------
sale of Securities under this 

                                       14
<PAGE>
 
Agreement to the Cash Equity Investors complies with all applicable requirements
of Federal and state securities Laws.

          1.21  Small Business Matters.  Neither the Company nor any Subsidiary:
                ----------------------       
(a) presently engages in, and none of them shall hereafter engage in, any
activities, or (b) shall use directly or indirectly the proceeds from the sale
of the Securities for any purpose, which, in either case, a SBIC is prohibited
from engaging in or providing funds for by the SBIC Act and the regulations
thereunder (including Title 13, Code of Federal Regulations, Section 107.720).

                                   ARTICLE V

                                   COVENANTS
                                   ---------

          1.22  Use of Proceeds.  The Company shall use the proceeds of the sale
                ---------------     
of Securities only for the purpose described in Section 2.4.
                                                ----------- 

          1.23  SBIC Regulatory Provisions.
                -------------------------- 

          (1)   The Company shall notify each SBIC Holder as soon as practicable
(and, in any event, not later than 15 days) prior to taking any action after
which the number of record holders of the Company's voting stock would be
increased from fewer than 50 to 50 or more, and the Company shall notify each
SBIC Holder of any other action or occurrence after which the number of record
holders of the Company's voting stock was increased (or would increase) from
fewer than 50 to 50 or more, as soon as practicable after the Company becomes
aware that such other action or occurrence has occurred or is proposed to occur.

          (2)   Within 75 days after the date hereof, the Company shall deliver
to each SBIC Holder a written statement certified by the Company's president or
chief financial officer describing in reasonable detail the use of the proceeds
of the sale of Securities hereunder by the Company and its Subsidiaries. In
addition to any other rights granted hereunder, the Company shall grant each
SBIC Holder and the United States Small Business Administration (the "SBA")
                                                                      --- 
access to the Company's records for the purpose of verifying the use of such
proceeds to the extent required pursuant to SBIC Regulations.

          (3)   Promptly after the end of each fiscal year (but in any event
prior to February 28 of each year), the Company shall deliver to each SBIC
Holder a written assessment of the economic impact of each SBIC Holder's
investment in the Company, specifying the full-time equivalent jobs created or
retained in connection with the investment, the impact of the investment on the
revenues and profits of the business and on taxes paid by the business and its
employees.

          1.24  Regulatory Compliance Cooperation.  In the event that any SBIC 
                ---------------------------------      
Holder reasonably determines that it has a Regulatory Problem, to the extent
reasonably necessary, such SBIC Holder shall have the right to transfer its
Securities (and any shares of Common Stock issued 

                                       15
<PAGE>
 
upon conversion thereof) to another Person without regard to any restrictions on
transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders'
                                           --------------      
Agreement and without complying with the provisions of Section 4.3 of the
                                                       -----------
Stockholders' Agreement, but subject to the other provisions of the
Stockholders' Agreement and all applicable Laws, including without limitation
federal and state securities Law restrictions, and the Company shall take all
such actions as are reasonably requested by such SBIC Holder in order to (i)
effectuate and facilitate such transfer by such SBIC Holder of any Securities of
the Company then held by such SBIC Holder to such Person, (ii) permit such SBIC
Holder (or any of its Affiliates) to exchange all or any portion of voting
Securities then held by it on a share-for-share basis for shares of a class of
non-voting Securities of the Company, which non-voting Securities shall be
identical in all respects to such voting Securities, except that such non-voting
Securities (or Common Stock, as applicable) shall be non-voting and shall be
convertible into voting Securities (or Common Stock, as applicable) on such
reasonable terms as are requested by such SBIC Holder in light of regulatory
considerations then prevailing, (iii) continue and preserve the respective
allocation of the voting interests with respect to the Company arising out of
the SBIC Holder's ownership of voting Securities and/or provided for in the
Stockholders' Agreement before the transfers and amendments referred to in this
Section (including entering into such additional agreements as are reasonably
requested by such SBIC Holder to permit any Person(s) designated by such SBIC
Holder) to exercise any voting power which is relinquished by such SBIC Holder
and (iv) amend this Agreement, the Restated Certificate, and any other related
documents, agreements or instruments to effectuate and reflect the foregoing.
The parties to this Agreement agree to vote their Securities in favor of such
amendments and actions.

          1.25  Related Agreement Amendments.  Certain of the parties hereto 
                ---------------------------- 
(and/or certain of their respective Affiliates) are (or, with respect to the
Resale Agreement, will be) parties to the Related Agreements. It is the
intention of the parties hereto that, upon consummation of the Transactions,
each Related Agreement shall be amended and/or restated as necessary to give
effect to, among other things, the Securities issued to the Cash Equity
Investors, it being agreed that the rights and obligations of the parties under
the Related Agreements pertaining to the securities thereunder shall pertain
also to the Securities hereunder.

          1.26  Offering of Securities.  None of the Company or any Person 
                ---------------------- 
acting on its behalf will, directly or indirectly, take any action which might
subject the offering, issuance or sale of the Securities to the registration and
prospectus delivery requirements of Section 5 of the Securities Act.

          1.27  Certain Waivers and Consents.  With respect to the Transactions 
                ----------------------------     
and the issuance of the Series C Shares hereunder, each of the Stockholders
hereby (a) waives the notice requirements set forth in Section 7.2(b) of the
                                                       --------------
Stockholders' Agreement; (b) waives its preemptive rights that are afforded such
party in Section 7.2 of the Stockholders' Agreement; (c) waives compliance by
         -----------    
the Morgan Entities and the Cash Equity Investors with the transfer restrictions
contained in Article 4 of the Stockholders' Agreement, and (d) consents to the
amendment of the Restated Certificate to (i) increase the number of authorized
shares of Series C Preferred Stock from 2,000,000 to 3,000,000, (ii) increase
the number of authorized shares of Series D Preferred Stock from 500,000 to
1,000,000, and (iii) authorize the redemption by the Company of shares of Series

                                       16
<PAGE>
 
C Preferred Stock upon receiving the affirmative vote of all of the holders of
shares of Series C Preferred Stock.

                                  ARTICLE VI

                         SURVIVAL AND INDEMNIFICATION
                         ----------------------------

          1.28  Survival.  The representations and warranties made in this 
                --------      
Agreement shall survive until the second anniversary of the date hereof and
shall thereupon expire together with any right to indemnification in respect
thereof (except to the extent a written notice asserting a claim for breach of
any such representation or warranty and describing such claim in reasonable
detail shall have been given prior to such date to the party which made such
representation or warranty). The sole and exclusive remedy of the parties for
any breach or inaccuracy of any representation or warranty contained in this
Agreement, or any other claim (whether or not alleging a breach of this
Agreement) that arises out of the facts and circumstances constituting such
breach or inaccuracy, shall be the indemnity provided in this Article VI.
                                                              ---------- 

          1.29  Indemnification by the Cash Equity Investors and Morgan 
                -------------------------------------------------------
Entities.  Each Cash Equity Investor and Morgan Entity, severally and not 
--------       
jointly, shall indemnify and hold harmless each other Cash Equity Investor and
Morgan Entity, the Company and their respective Affiliates, and the
shareholders, members, managers, officers, employees, agents and/or the legal
representatives of any of them (each, a "Section 6.2 Indemnified Party"),
                                         -----------------------------   
against all liabilities and expenses (including amounts paid in satisfaction of
judgments, in compromise, as fines and penalties, and as counsel fees)
(collectively, "Losses") incurred by him or it in connection with the 
                ------              
investigation, defense, or disposition of any action, suit or other proceeding
in which any Section 6.2 Indemnified Party may be involved or with which he or
it may be threatened that arises out of or results from (a) any representation
or warranty of such Cash Equity Investor or Morgan Entity contained in this
Agreement being untrue in any material respect as of the date on which it was
made or (b) any material default by such Cash Equity Investor or Morgan Entity
or any of its Affiliates in the performance of their respective obligations
under this Agreement, except to the extent (but only to the extent) any such
Losses arise out of or result from the gross negligence or willful misconduct of
such Section 6.2 Indemnified Party or its Affiliates.

          1.30  Indemnification by the Company.  The Company shall indemnify and
                ------------------------------    
hold harmless each Cash Equity Investor and Morgan Entity and their respective
Affiliates, and the shareholders, members, managers, officers, employees, agents
and/or the legal representatives of any of them (each, a "Section 6.3
                                                          -----------
Indemnified Party"), against all Losses incurred by him or it in connection with
-----------------                                                               
the investigation, defense, or disposition of any action, suit or other
proceeding in which any Section 6.3 Indemnified Party may be involved or with
which he or it may be threatened that arises out of or results from (a) any
representation or warranty of the Company contained in this Agreement being
untrue in any material respect as of the date on which it was made or (b) any
material default by the Company or any of its Affiliates in the performance of
their respective obligations under this Agreement, except to the extent (but
only to the extent) any such Losses arise 

                                       17
<PAGE>
 
out of or result from the gross negligence or willful misconduct of such Section
6.3 Indemnified Party or its Affiliates.

          1.31  Procedures.
                ---------- 

          (1)   The terms of this Section 6.4 shall apply to any claim (a 
                                  -----------                             
"Claim") for indemnification under the terms of Sections 6.2 or 6.3. The Section
 -----                                          -------------------         
6.2 Indemnified Party or Section 6.3 Indemnified Party  (each, an "Indemnified
                                                                   -----------
Party"), as the case may be, shall give prompt written notice of such Claim to
-----
the indemnifying party (the "Indemnifying Party") under the applicable Section,
                             ------------------                                
which party may assume the defense thereof, provided that any delay or failure
to so notify the Indemnifying Party shall relieve the Indemnifying Party of its
obligations hereunder only to the extent, if at all, that it is materially
prejudiced by reason of such delay or failure.  The Indemnified Party shall have
the right to approve any counsel selected by the Indemnifying Party and to
approve the terms of any proposed settlement, such approval not to be
unreasonably delayed or withheld (unless such settlement provides only, as to
the Indemnified Party, the payment of money damages actually paid by the
Indemnifying Party and a complete release of the Indemnified Party in respect of
the claim in question).  Notwithstanding any of the foregoing to the contrary,
the provisions of this Article VI shall not be construed so as to provide for
                       ----------                                            
the indemnification of any Indemnified Party for any liability to the extent
(but only to the extent) that such indemnification would be in violation of
applicable Law or that such liability may not be waived, modified or limited
under applicable Law, but shall be construed so as to effectuate the provisions
of this Article VI to the fullest extent permitted by Law.
        ----------                                        

          (2)   In the event that the Indemnifying Party undertakes the defense
of any Claim, the Indemnifying Party will keep the Indemnified Party advised as
to all material developments in connection with such Claim, including, but not
limited to, promptly furnishing the Indemnified Party with copies of all
material documents filed or served in connection therewith.

          (3)   In the event that the Indemnifying Party fails to assume the
defense of any Claim within ten Business Days after receiving written notice
thereof, the Indemnified Party shall have the right, subject to the Indemnifying
Party's right to assume the defense pursuant to the provisions of this Article
                                                                       -------
VI, to undertake the defense, compromise or settlement of such Claim for the
--
account of the Indemnifying Party. Unless and until the Indemnifying Party
assumes the defense of any Claim, the Indemnifying Party shall advance to the
Indemnified Party any of its reasonable attorneys' fees and other costs and
expenses incurred in connection with the defense of any such action or
proceeding. Each Indemnified Party shall agree in writing prior to any such
advancement that, in the event he or it receives any such advance, such
Indemnified Party shall reimburse the Indemnifying Party for such fees, costs
and expenses to the extent that it shall be determined that he or it was not
entitled to indemnification under this Article VI.
                                       ---------- 

          (4)   In no event shall an Indemnifying Party be required to pay in
connection with any Claim for more than one firm of counsel (and local counsel)
for each of the following groups of Indemnified Parties: (i) the Cash Equity
Investors and the Morgan Entities, their respective Affiliates and the
shareholders, members, managers, officers, employees, agents and/or the legal

                                       18
<PAGE>
 
representatives of any of them; and (ii) the Company, its Affiliates and the
shareholders, members, managers, officers, employees, agents and/or the legal
representatives of any of them.

          1.32  Registration Rights.  Notwithstanding anything to the contrary 
                -------------------      
in this Article VI, the indemnification and contribution provisions set forth in
        ----------                                                              
Sections 5(e) and 5(f) of the Stockholders' Agreement shall govern any claim
----------------------                                                      
made with respect to the registration statements filed pursuant to Section 5 of
                                                                   ---------   
the Stockholders' Agreement or sales made thereunder.

          1.33  Limit on Indemnity.  So long as the Company does not conduct any
                ------------------                
business or engage in any activities other than those described in the first
sentence of the definition of "Business" (as such term is defined in the
Stockholders' Agreement), each party waives its right to indemnification under
this Article VI or any other right to assert any claim arising from any 
     ----------
inaccuracy in the Company's representations and warranties set forth in Section
                                                                        -------
4.10 or the violation by the Company of the covenant set forth in Section 5.2(d)
----                                                              --------------
to the extent such Section relates to ineligible or prohibited activities of
SBICs.

                                  ARTICLE VII

                           MISCELLANEOUS PROVISIONS
                           ------------------------

          1.34  Amendment and Modification.  This Agreement may be amended, 
                -------------------------- 
modified or supplemented only by written agreement of each of the Cash Equity
Investors, the Morgan Entities and the Company, and (solely with respect to the
provisions contained in Section 5.6) the Other Stockholders.
                        -----------                         

          1.35  Waiver of Compliance; Consents.  Any failure of any of the 
                ------------------------------     
parties to comply with any obligation, covenant, agreement or condition herein
may be waived by the party or parties entitled to the benefits thereof only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirement for a waiver of
compliance as set forth in this Section 7.2.
                                ----------- 

          1.36  Notices.  All notices or other communications hereunder shall be
                -------      
in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by facsimile transmission, or by overnight
courier or registered or certified mail (return receipt requested), postage
prepaid, with an acknowledgment of receipt signed by the addressee or an
authorized representative thereof, addressed as follows (or to such other
address for a party as shall be specified by like notice; provided that notice
of a change of address shall be effective only upon receipt thereof):

                                       19
<PAGE>
 
               If to a Cash Equity Investor or a Morgan Entity, to its address
               set forth on Schedule I.
                            ---------- 

          With a copy to:

               Mayer, Brown & Platt
               1675 Broadway
               New York, New York 10019
               Attention: Mark S. Wojciechowski
               Facsimile: (212) 262-1910

          If to the Company or any Other Stockholder, to it or him/her:

               c/o Triton Management Company, Inc.
               375 Technology Drive
               Malvern, PA 19355
               Attention: Michael E. Kalogris
                          Steven R. Skinner
               Facsimile: (610) 993-2683

          With a copy to:

               Kleinbard Bell & Brecker LLP
               1900 Market Street, Suite 700
               Philadelphia, PA 19103
               Attention: Howard J. Davis
               Facsimile: (215) 568-0140

          And with a copy to each other party sent to the addresses set forth in
this Section 7.3.
     ----------- 

          1.37  Expenses.  The Company agrees to pay, and save the Cash Equity
                --------                                                      
Investors and Morgan Entities harmless against, the reasonable fees and
disbursements of counsel to each of the Cash Equity Investors and Morgan
Entities in connection with the preparation, negotiation, execution and delivery
of this Agreement, the instruments and documents executed pursuant hereto or
thereto or in connection herewith or therewith, and the consummation of any such
Transaction; provided, however, that as a condition to the Company's foregoing
obligation, counsel for the Cash Equity Investors and Morgan Entities shall be
directed to, and shall, deliver to the Company on a monthly basis detailed
invoices for legal services rendered during such month.

          1.38  Parties in Interest; Assignment.  This Agreement is binding upon
                -------------------------------  
and is solely for the benefit of the parties hereto and their respective
permitted successors, legal representatives and permitted assigns. None of the
Company or any Stockholder may assign its rights and 

                                       20
<PAGE>
 
obligations hereunder without the prior written consent of each of the other
parties, except (a) either Morgan Entity may assign its rights and obligations
hereunder to the other without any prior consent and (b) CB Capital Investors,
L.P. shall have the right to assign to one or more of its Affiliates, any and
all rights and obligations of C.B. Capital Investors, L.P. under this Agreement
(provided that such assignee shall have assumed in writing all the obligations
of C.B. Capital Investors, L.P. hereunder and no such assignment shall relieve
C.B. Capital Investors, L.P. of its obligations hereunder).

          1.39  Applicable Law.  This Agreement shall be governed by and 
                --------------     
construed in accordance with the Laws of the State of New York without giving
effect to the conflicts of Law principles thereof. The parties hereto hereby
irrevocably and unconditionally consent to submit to the non-exclusive
jurisdiction of the courts of the State Of New York and of the United States of
America located in the County of New York, New York (the "New York Courts") for
                                                          ---------------
any litigation arising out of or relating to this Agreement and the
Transactions, waive any objection to the laying of venue of any such litigation
in the New York Courts and agrees not to plead or claim in any New York Court
that such litigation brought therein has been brought in an inconvenient forum.

          1.40  Counterparts.  This Agreement may be executed in two or more
                ------------                                                
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

          1.41  Interpretation.  The article and section headings contained in 
                --------------        
this Agreement are for convenience of reference only, are not part of the
agreement of the parties and shall not affect in any way the meaning or
interpretation of this Agreement. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the antecedent Person or Person may require.

          1.42  Entire Agreement.  This Agreement, including the exhibits and
                ----------------                                             
schedules hereto and the certificates and instruments delivered pursuant to the
terms of this Agreement, embodies the entire agreement and understanding of the
parties hereto in respect of the Transactions. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than
those expressly set forth or referred to herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such Transactions.

          1.43  Specific Performance.  The parties hereto agree that irreparable
                --------------------                                            
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any New York Courts.

          1.44  Remedies Cumulative.  All rights, powers and remedies provided 
                -------------------        
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not 

                                       21
<PAGE>
 
alternative, and the exercise or beginning of the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.

                           [signature pages follow]

                                 *     *     *

                                       22
<PAGE>
 
           [SIGNATURE PAGES TO PREFERRED STOCK REPURCHASE AGREEMENT]

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                              Company:
                              TRITON PCS HOLDINGS, INC.

                              By:_______________________________________________
                                 Name:
                                 Title:


                              Morgan Entities:
                              J.P. MORGAN INVESTMENT CORPORATION

                              By:_______________________________________________
                                 Name:
                                 Title:

                              SIXTY WALL STREET SBIC FUND, L.P.
                              By: Sixty Wall Street SBIC Corporation, its 
                                  general partner

                              By:_______________________________________________
                                 Name:
                                 Title:


                              Cash Equity Investors:
                              CB CAPITAL INVESTORS, L.P.
                              By: CB Capital Investors, Inc., its general
                                  partner

                              By:_______________________________________________
     
                                 Name:
                                 Title:

                      [SIGNATURES CONTINUED ON NEXT PAGE]
<PAGE>
 
                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                              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:

                              TORONTO DOMINION CAPITAL (U.S.A.), INC.

                              By:_______________________________________________
                                 Name:
                                 Title:

                              FIRST UNION CAPITAL PARTNERS, INC.

                              By:_______________________________________________
                                 Name:
                                 Title:

                              DAG-TRITON PCS, L.P.
                              By: Duff Ackerman Goodrich, L.L.C., its general 
                                  partner
 

                              By:_______________________________________________
                                 Name:
                                 Title:

                      [SIGNATURES CONTINUED ON NEXT PAGE]
<PAGE>
 
                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                              Other Stockholders:


                              _________________________________________________ 
                              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
<PAGE>
 
                              _________________________________________________ 
                              John Beletic
<PAGE>
 
                                                                      SCHEDULE I
                                                                               


                                MORGAN ENTITIES

<TABLE> 
<CAPTION> 
                                            AGGREGATE MYRTLE      NUMBER OF MYRTLE
                                            BEACH CONTRIBUTION    BEACH SHARES
                                            ------------------    --------------------
<S>                                         <C>                   <C> 
JP Morgan Capital Investment Corporation      $ 9,534,900             95,349.00

Sixty Wall Street SBIC Fund, L.P.                 465,100              4,651.00
                                              -----------            ---------- 

Total                                         $10,000,000            100,000.00
</TABLE> 

                                      27
<PAGE>
 
                                                                     SCHEDULE II
                                                                               

                             CASH EQUITY INVESTORS

<TABLE> 
<CAPTION> 
                                                                 NUMBER OF
                                           CONTRIBUTION       SERIES C SHARES
                                           ------------       ---------------
<S>                                        <C>                <C>
CB Capital Investors, L.P.                 $  467,511               4,675.11
                                                           
Private Equity Investors III, L.P.            269,656               2,696.56
Equity-Linked Investors-II                    269,656               2,696.56
                                                           
Toronto Dominion Capital (U.S.A.) Inc.        134,826               1,348.26
First Union Capital Partners, Inc.          2,065,675              20,656.75
                                                           
DAG-Triton PCS, L.P.                          352,876               3,528.76
                                           ----------              ---------
                                                           
Total                                      $3,560,200              35,602.00
</TABLE>
<PAGE>
 
                                                                    SCHEDULE III
                                                                               

                              ADDRESS FOR NOTICES



<TABLE>
<S>                                          <C> 
CB Capital Investors, L.P.                   Attn:  Brian Rich  
380 Madison Avenue, 12th Floor               Tel: (212) 468-0740
New York, NY 10017                           Fax: (212) 974-0429 
Attn:  Arnie Chavkin
Tel: (212) 622-3100                          Toronto Dominion Capital (U.S.A.), Inc. 
Fax: (212) 622-3101                          909 Fannin                              
                                             Suite 1700                              
J.P. Morgan Investment Corporation           Houston, TX 77010                       
101 California Street, 38th Floor            Attn:  Martha Gariepy                   
San Francisco, CA 94111                      Tel: (713) 653-8225                     
Attn:  John Watkins                          Fax: (713) 652-2647                      
Tel: (415) 954-3200
Fax: (415) 954-4737                          First Union Capital Partners, Inc. 
                                             One First Union Center             
Sixty Wall Street SBIC Fund, L.P.            301 South College Street / 5th Floor
101 California Street, 38th Floor            Charlotte, NC 28288-0732           
San Francisco, CA 94111                      Attn: Watts Hamrick                
Attn:  John Watkins                          Tel: (704) 374-4791                
Tel: (415) 954-3200                          Fax: (704) 374-6711        
Fax: (415) 954-4737
                                             DAG-Triton PCS, L.P.    
Private Equity Investors III, L.P.           Two Embarcadero Center  
540 Madison Avenue, 36th Floor               Suite 2930              
New York, NY 10022                           San Francisco, CA 94111 
Attn:  Damon Ball                            Attn:  John Duff        
Tel: (212) 838-9191                          Tel: (415) 788-2755     
Fax: (212) 838-9807                          Fax: (415) 788-7311      

Equity-Linked Investors-II
540 Madison Avenue, 36th Floor
New York, NY 10022
Attn:  Damon Ball
Tel: (212) 838-9191
Fax: (212) 838-9807
Toronto Dominion Capital (U.S.A.), Inc.
31 West 52nd Street
New York, NY 10019
</TABLE> 
<PAGE>
 
                     [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
                                                                 SCHEDULE 4.6(A)
 
                               EQUITY OWNERSHIP

<TABLE> 
<CAPTION> 
                                           Shares
           Stockholders                     Owned
------------------------------------------------------
<S>                                   <C>
Series A Preferred Stock:
------------------------ 

AT&T Wireless PCS, Inc.                 732,371.00

     Total Series A                     732,371.00

 
Series C Preferred Stock:
-------------------------

 
CB Capital Investors, L.P.              507,143.68
 
J.P. Morgan Investment
   Corporation                          479,028.00
 
Sixty Wall Street SBIC
   Fund, L.P.                            25,687.00
 
Private Equity Investors III, L.P.      243,547.11
 
Equity-Linked Investors-II              243,547.11
 
Toronto Dominion Capital
  (USA) Inc.                            121,774.18
 
First Union Capital Partners, Inc.       60,886.46
 
DAG-Triton PCS, L.P.                     60,886.46
 
Michael E. Kalogris                       5,000.00
 
Steven R. Skinner                         2,500.00
 
          Total Series C              1,750,000.00
</TABLE>
<PAGE>
 
                                                         SCHEDULE 4.6(A) (CONT.)
 
<TABLE> 
<S>                                     <C> 
Series D Preferred Stock:
------------------------ 

AT&T Wireless PCS, Inc.                 366,131.00

     Total Series D                     366,131.00
 

Common Stock:
------------
 
Michael E. Kalogris                      94,050.27
 
Steven R. Skinner                        70,537.70
 
David D. Clark                            7,053.77
                            
Clyde Smith                               3,762.01
                            
Patricia Gallagher                        1,410.76
                            
David Standig                             3,526.89
                            
Michael Mears                             2,351.26
                            
Scott Anderson                              847.11
 
John Beletic                                847.11
                                  
Michael E. Kalogris, as Trustee   
under Amended and Restated        
Common Stock Trust                
Agreement for Management          
Employees and Independent         
Directors dated June 26, 1998            50,738.80
                                  
     Total Common                       235,125.68
</TABLE>
<PAGE>
 
                                                                 SCHEDULE 4.6(B)
 

                      OBLIGATIONS TO ISSUE CAPITAL STOCK

     1.   Pursuant to the terms of the Restated Certificate, the Series A
Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock,
the Company may be required under certain circumstances contained therein to
issue shares of Preferred Stock or Common Stock, as the case may be, upon
conversion thereof.

     2.   The Company and AT&T Wireless  PCS, Inc.  ("AT&T PCS")  are parties to
that certain Asset Purchase Agreement dated as August 20, 1998 (the "Norfolk
Acquisition Agreement") pursuant to which the Company and/or one or more of its
direct or indirect wholly-owned subsidiaries intends to acquire substantially
all of AT&T PCS' assets relating to the PCS system in the Norfolk, Virginia  BTA
(the "Norfolk Acquisition"), including 20 MHz of the 30 MHz of the PCS license
owned by AT&T PCS  covering such market. On the terms and subject to the
conditions contained in the Norfolk Acquisition Agreement, upon consummation of
the Norfolk Acquisition, the Company has agreed to issue to AT&T PCS 134,813.49
shares of Series D Preferred Stock.
<PAGE>
 
                                                                    SCHEDULE 5.8
 

                             COMPANY SUBSIDIARIES

<TABLE>
<CAPTION>
                                             State of      Foreign
                  Subsidiary               Organization  Qualification
      -----------------------------------  ------------  --------------
<S>   <C>                                  <C>           <C>
1.    Triton PCS, Inc.                              DE    None          
                                                                        
2.    Triton Management Company, Inc.               DE    PA, VA, SC, NC
                                                                        
3.    Triton PCS Holdings Company L.L.C.            DE    None          
                                                                        
4.    Triton PCS Property Company L.L.C.            DE    VA, SC, NC, GA
                                                                        
5.    Triton PCS License Company L.L.C.             DE    None          
                                                                        
6.    Triton PCS Equipment Company L.L.C.           DE    VA, SC, NC, GA
                                                                        
7.    Triton PCS Operating Company L.L.C.           DE    VA, SC, NC, GA
</TABLE>