<PAGE>
                                                                    Exhibit 10.7

               SIXTH AMENDMENT dated as of May 6, 2003 (this "Amendment") to the
          Second Amended and Restated Credit Agreement, dated as of February 3,
          1998, as amended and restated as of September 14, 2000 (as amended,
          supplemented or otherwise modified from time to time, the "Credit
          Agreement"), among TRITON PCS, INC. (the "Borrower"), TRITON PCS
          HOLDINGS, INC. ("Holdings"), the lenders from time to time parties
          thereto (the "Lenders"), and JPMORGAN CHASE BANK, as administrative
          agent (in such capacity, the "Administrative Agent") for the Lenders.

          WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, and the parties hereto are willing, on the
terms and subject to the conditions set forth herein, to agree to such
amendments.

          NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement, as amended hereby.

          SECTION 2. Amendments to the Credit Agreement. Effective as of the
Amendment Effective Date (as defined in Section 6), the Credit Agreement is
amended as follows:

          (a) Amendment of Section 1.01. (i) Section 1.01 of the Credit
Agreement is amended by inserting the following definitions in their appropriate
alphabetical order:

          "`Debt Repurchases Basket' means, at any time, (a) the sum at such
     time of:

            (i) the sum of

                (A) $60,000,000; and

                (B) an amount equal to 100% of up to the initial $40,000,000 of
          proceeds of Borrowings, if any, of Incremental Term Loans committed to
          after the Sixth Amendment Effective Date; and

<PAGE>

                                                                               2

               (ii) an amount equal to 100% of up to $100,000,000 of the initial
         cumulative aggregate amount of Qualifying Equity Proceeds received by
         Holdings after the Sixth Amendment Effective Date;

         minus (b) the aggregate amount of payments after the Sixth Amendment
         Effective Date pursuant to Section 6.08(b)(ix)(A)."

                  "`Early Debt Retirement Payment' means any cash payment by
         Holdings, the Borrower or any Restricted Subsidiary to prepay,
         purchase, redeem or otherwise retire any Indebtedness prior to the
         regularly scheduled maturity thereof, including any sinking fund
         payment or similar deposit."

                  "`Non-Cash Pay Preferred Stock' means preferred stock of
         Holdings which (i) is not mandatorily redeemable, in whole or part, or
         required to be repurchased or reacquired, in whole or in part, by
         Holdings, the Borrower or any Subsidiary, and which does not require
         any payment of cash dividends, in each case, prior to the date that is
         six months after the Tranche E Maturity Date; provided, however, that
         any preferred stock which would constitute Non-Cash Pay Preferred Stock
         but for provisions thereof giving holders thereof the right to require
         Holdings to repurchase or redeem such preferred stock upon the
         occurrence of a change of control or a sale of assets occurring prior
         to the Tranche E Maturity Date shall constitute Non-Cash Pay Preferred
         Stock if the change of control or asset sale provisions applicable to
         such preferred stock are no more favorable to the holders of such
         preferred stock than the provisions applicable to the Loans contained
         in this Agreement and such preferred stock specifically provides that
         Holdings will not repurchase or redeem any such preferred stock
         pursuant to such provisions prior to the Borrower's or Holdings'
         repayment of the Loans and the termination of all Commitments
         hereunder, (ii) is not secured by any assets of Holdings, the Borrower
         or any Subsidiary, (iii) is not Guaranteed by any Subsidiary and (iv)
         is not exchangeable or convertible into Indebtedness of Holdings, the
         Borrower or any Subsidiary or any common stock or preferred stock of
         Holdings, the Borrower or any Subsidiary (other than common stock of
         Holdings or Non-Cash Pay Preferred Stock)."

                  "`Qualifying Equity Proceeds' means Net Proceeds received by
         Holdings from the issuance and sale after the Sixth Amendment Effective
         Date of its common stock or Non-Cash Pay Preferred Stock."

                  "`Sixth Amendment' means the Sixth Amendment, dated as of May
         9, 2003, to this Agreement."

                  "`Sixth Amendment Effective Date' means the date on which the
         Sixth Amendment becomes effective pursuant to its terms."

<PAGE>

                                                                               3

                  (ii) Section 1.01 of the Credit Agreement is further amended
by deleting the last two sentences of the definition of "Tranche E Commitment"
and inserting in place thereof the following: "The amount of each Tranche E
Lender's Tranche E Commitment on the Sixth Amendment Effective Date is set forth
on Schedule 1 to the Sixth Amendment. The aggregate amount of the Lenders'
Tranche E Commitments as of the Sixth Amendment Effective Date is $50,000,000."

                  (b) Amendment of Section 2.08. Section 2.08 is hereby amended
by revising paragraph (d) thereof to read as follows:

                  "(d) Subject to adjustment pursuant to paragraph (f) of this
         Section, the Borrower shall repay each of the Tranche E Term Loans in
         15 consecutive quarterly installments, payable on August 4, 2003, and
         on each successive date thereafter which is three months after the
         preceding installment date, in the aggregate amount set forth below for
         each installment:

                   Installment                            Tranche E Amount
                   -----------                            ----------------

                       1-10                                 $   125,313
                      11-14                                 $ 2,506,266
                        15                                  $38,721,805"

Section 2.08 is further amended by inserting in the first sentence of paragraph
(f) thereof, immediately after the words "Term Commitments of any Class", the
following: "(or in the case of Tranche E Commitments, the amount of the Tranche
E Commitments on the Sixth Amendment Effective Date)".

                  (c) Amendment of Section 2.09(b). Clause (b) of Section 2.09
of the Credit Agreement is amended and restated in its entirety as follows:

                  "(b)(i) In the event and on each occasion that any Net
         Proceeds are received by or on behalf of the Borrower or any Subsidiary
         in respect of any Prepayment Event, immediately after such Net Proceeds
         are received, the Borrower shall prepay Term Borrowings (to be applied
         ratably among the Tranche A Term Loans, the Tranche B Term Loans, the
         Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term
         Loans and the Incremental Term Loans, if any, based on the relative
         outstanding amounts thereof) in an amount equal to 100% of such Net
         Proceeds.

                  (ii) In the event and on each occasion that any Early Debt
         Retirement Payment is made pursuant to Section 6.08(b)(ix)(B), the
         Borrower shall prepay Term Borrowings (to be applied ratably among the
         Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term

<PAGE>

                                                                               4

         Loans, the Tranche D Term Loans, the Tranche E Term Loans and the
         Incremental Term Loans, if any, based on the relative outstanding
         amounts thereof) in an aggregate amount equal to the amount of such
         Early Debt Retirement Payment on the last day of the fiscal quarter in
         which such Early Debt Retirement Payment is made; provided that if the
         amount of such Early Debt Retirement Payment, when taken together with
         the aggregate amount of all other such Early Debt Retirement Payments
         in respect of which prepayments of Term Borrowings are required
         pursuant to this Section 2.09(b)(ii) and have not at such time yet been
         made (the `Cumulative Amount') is greater than $10,000,000, then the
         Borrower shall prepay Term Borrowings in an aggregate amount equal to
         the Cumulative Amount not later than the date on which such Early Debt
         Retirement Payment under Section 6.08(b)(ix)(B) is made."

               (d) The first sentence of Section 2.09(f) is hereby amended by
adding the following at the end thereof: "; provided, however, that in the case
of any prepayment under Section 2.09(b)(ii), such notice need only be given at
the time the prepayment is made."

               (e) Amendment of Section 2.19. Section 2.19 of the Credit
Agreement is amended by (i) replacing the words "On or prior to February 2,
2003," in the first sentence thereof with the words "After the Sixth Amendment
Effective Date and on or prior to February 2, 2004,", (ii) replacing the
reference therein to "$150,000,000" with a reference to "100,000,000" and (iii)
replacing the reference to "February 2, 2003" in clause (iv) of the first
sentence therein with a reference to "February 2, 2004".

               (f) Amendment of Section 5.11. Section 5.11 of the Credit
Agreement is amended by adding the following proviso at the end of the first
sentence thereof: "; provided, however, that proceeds of Incremental Term Loans
committed to after the Sixth Amendment Effective Date may also be used to effect
repurchases or repayments of Indebtedness permitted pursuant to Section
6.08(b)(ix)(A)".

               (g) Amendment of Section 6.08(b). Section 6.08(b) of the Credit
Agreement is amended by removing the "and" at the end of clause (vii) thereof,
replacing the period at the end of clause (viii) thereof with ";" and inserting
new clauses (ix) and (x) as follows:

               "(ix) so long as no Default or Event of Default exists or would
          result therefrom, Early Debt Retirement Payments in respect of any
          senior unsecured or senior subordinated unsecured Indebtedness of the
          Borrower that is publicly traded or traded on PORTAL, in each case (A)
          to the extent made with amounts available in the Debt Repurchases
          Basket prior to giving effect to such Early Debt Retirement Payment;
          provided that any such Early Debt Retirement Payments made with
          Qualifying Equity Proceeds pursuant to this clause (A) are made not
          later than 180 days after receipt of such Qualifying Equity Proceeds
          and (B) to the extent made in

<PAGE>

                                                                               5

          an amount in excess of the amount available in the Debt Repurchases
          Basket prior to giving effect to the issuance or sale of Equity
          Interests in respect of which such Qualifying Equity Proceeds are
          received, in an amount not in excess of 50% of the amount of such
          Qualifying Equity Proceeds in excess of the initial $100,000,000 of
          Qualifying Equity Proceeds; provided that any such Early Debt
          Retirement Payment made pursuant to this clause (B) is made not later
          than 180 days after receipt of such Qualifying Equity Proceeds and all
          prepayments of Term Borrowings required in connection with such Early
          Debt Retirement Payment pursuant to Section 2.09(b)(ii) are made as
          provided therein; and

               (x) prepayments, repayments, purchases and retirements of
          Indebtedness of Holdings, the Borrower or any Subsidiary that is not
          an Unrestricted Subsidiary, in each case effected by directly
          exchanging common stock or Non-Cash Pay Preferred Stock of Holdings
          for such Indebtedness."

Section 6.08 is further amended by adding the following paragraph (c) thereto:

               "(c) Holdings and the Borrower will not (i) permit any
          Unrestricted Subsidiary or any Bidding Entity to make any Restricted
          Payment or other payment or distribution referred to in the foregoing
          provisions of this Section (regardless of whether permitted to be made
          directly by Holdings or the Borrower in accordance with the provisions
          of this Section) or (ii) furnish any funds to or make any investment
          in an Unrestricted Subsidiary, Bidding Entity or other Person for the
          purpose of enabling it to make any such Restricted Payment, other
          payment or distribution."

               (h) Amendment of Section 6.12(i). Section 6.12(i) of the Credit
Agreement is amended and restated in its entirety as follows:

               "(i) Senior Debt to Annualized EBITDA. Holdings and the Borrower
          will not permit the ratio of (i) Senior Debt outstanding on any day to
          (ii) Annualized EBITDA for the period ending on the last day of the
          fiscal quarter most recently ended on or before such day to exceed 2.5
          to 1.0."

               (i) Amendment of Section 6.12(j). The table set forth in Section
6.12(j) is hereby amended and restated in its entirety as follows:

                "Fiscal Quarter Ending On               Ratio
                 ------------------------               ------

                     December 31, 2002               11.00 to 1
                     March 31, 2003                   9.50 to 1
                     June 30, 2003                    8.25 to 1


<PAGE>

                                                                               6

          September 30, 2003                   7.25 to 1
          December 31, 2003                    7.25 to 1
          March 31, 2004                       7.00 to 1
          June 30, 2004 and thereafter         6.00 to 1"

          (j) Amendment of Section 6.12(k). Section 6.12(k) of the Credit
Agreement is amended and restated in its entirety as follows:

          "(k) Interest Coverage Ratio. Holdings and the Borrower will not
    permit the ratio of (i) Consolidated EBITDA for any period of four
    consecutive fiscal quarters to (ii) Cash Interest Expense for such
    period to be less than 1.75 to 1.00."

          (k) Calculation of Consolidated EBITDA. The charge taken by the
Borrower in the fiscal quarter ending March 31, 2003, in an amount not in excess
of $2,500,000, in respect of employee severance costs shall, to the extent
deducted in computing Consolidated Net Income, be added to Consolidated Net
Income for purposes of calculating Consolidated EBITDA in respect of any period
including such fiscal quarter.

          (l) Amendment of Schedule 2.01. Schedule 2.01 of the Credit Agreement
is amended by revising the amounts of the Tranche E Commitments of each Tranche
E Lender to be as set forth on Exhibit A to this Amendment.

          SECTION 3. Optional Prepayment; Commitment Revision. Pursuant to the
terms of Section 2.08(g) and 2.09(f) of the Credit Agreement, the Borrower
hereby provides notice to the Administrative Agent of its election to prepay
outstanding Term Borrowings under the Credit Agreement on the Sixth Amendment
Effective Date in an aggregate principal amount of $50,000,000. The
Administrative Agent and the Lenders, by execution of this Amendment, hereby
waive the notice requirements set forth in Section 2.08(g) and 2.09(f) of the
Credit Agreement with respect to such prepayment. The Administrative Agent and
the Lenders, by execution of this Amendment, also hereby waive the notice
requirements set forth in Section 2.06(b) of the Credit Agreement, to the extent
such notice is deemed to be required to be delivered by the Borrower in
connection with the revision of the Tranche E Commitments on Schedule 2.01
pursuant to this Amendment.

          SECTION 4. No Other Amendments; Confirmation. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a

<PAGE>

                                                                               7

consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit
Agreement, as modified hereby. This Amendment shall constitute a "Loan Document"
for all purposes of the Credit Agreement and the other Loan Documents.

          SECTION 5. Representations and Warranties. Each of the Borrower and
Holdings hereby represents and warrants to the Administrative Agent and the
Lenders as of the date hereof:

          (a) No Default or Event of Default has occurred and is continuing.

          (b) The execution, delivery and performance by each of the Borrower
and Holdings of this Amendment have been duly authorized by all necessary
corporate and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any person (including any
governmental agency) in order to be effective and enforceable. The Credit
Agreement as amended by this Amendment constitutes the legal, valid and binding
obligation of each of the Borrower and Holdings, enforceable against each in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

          (c) All representations and warranties of the Borrower and Holdings
contained in the Credit Agreement are true and correct in all material respects
as of the date hereof (except with respect to representations and warranties
expressly made only as of an earlier date, which representations were true and
correct in all material respects as of such earlier date).

          SECTION 6. Effectiveness. This Amendment shall become effective as of
the date hereof on the first date (the "Amendment Effective Date") on which the
following conditions are satisfied:

          (a) The Administrative Agent shall have received counterparts hereof,
duly executed and delivered by the Borrower, Holdings and the Required Lenders;

          (b) The Borrower shall have paid all reasonable out-of-pocket expenses
of the Administrative Agent (including the reasonable fees, charges and
disbursements of counsel to the Administrative Agent) subject to reimbursement
or payment pursuant to Section 9.03 of the Credit Agreement or Section 7 hereof,
in each case to the extent invoiced prior to the date of effectiveness hereof;

<PAGE>

                                                                               8

          (c) The prepayment of Term Borrowings contemplated by Section 3 hereof
shall have been effected; and

          (d) Each Lender executing this Amendment at or prior to 5:00 p.m., New
York City time, on April 29, 2003 shall have received a fee from the Borrower in
an amount equal to 0.10% of the aggregate amount of outstanding Loans, Letters
of Credit and unused Commitments of such Lender on such date (prior to giving
effect to the prepayment of Loans and revision of Tranche E Commitments pursuant
to this Amendment).

          SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent.

          SECTION 8. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.

          (a) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.

          SECTION 9. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                        TRITON PCS, INC.,

                                         by

                                               /s/ Daniel E. Hopkins
                                           -----------------------------------
                                            Name:  Daniel E. Hopkins
                                            Title: Senior Vice President and
                                                   Treasurer

                                        TRITON PCS HOLDINGS, INC.,

                                         by

                                               /s/ Daniel E. Hopkins
                                           -----------------------------------
                                            Name:  Daniel E. Hopkins
                                            Title: Senior Vice President and
                                                   Treasurer


                                        JPMORGAN CHASE BANK, individually
                                        and as Administrative Agent,

                                         by

                                               /s/ James L. Stone
                                           -----------------------------------
                                            Name:  James L. Stone
                                            Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: NORDEA BANK FINLAND PLC


                           by    /s/ Charles J. Lansdown
                              ---------------------------------
                              Name:  Charles J. Lansdown
                              Title: Senior Vice President

                           by    /s/ Joseph A. Ciccolini
                              ---------------------------------
                              Name:  Joseph A. Ciccolini
                              Title: Vice President

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: LEHMAN COMMERCIAL PAPER INC.


                           by        /s/ G. Robert Berzins
                              -----------------------------------------
                              Name:  G. Robert Berzins
                              Title: Authorized Signatory

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: HARBOUR VIEW CLO, IV, LTD.


                           by        /s/ Bill Campbell
                              -----------------------------------------
                              Name:  Bill Campbell
                              Title: Manager

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                                To Approve this Amendment:


                           Institution: T ROWE PRICE ASSOCIATES, INC. AS
                                        COLLATERAL MANAGER FOR INNER HARBOR CBO
                                        2001-1 LTD.

                                by        /s/ Darrell N. Braman
                                   -----------------------------------------
                                   Name:  Darrell N. Braman
                                   Title: Vice President


<PAGE>

                               SIGNATURE PAGE FOR

                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


              Institution: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK
                           B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH


                           by        /s/ Michael R. Phelan
                              -----------------------------------------
                              Name:  Michael R. Phelan
                              Title: Executive Director

                           by        /s/ Edward J. Peyser
                              -----------------------------------------
                              Name:  Edward J. Peyser
                              Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: SUNTRUST BANK.


                           by        /s/ Thomas C. King, Jr.
                              -----------------------------------------
                              Name:  Thomas C. King, Jr.
                              Title: Director

<PAGE>

                                                                    Confidential

1.  Form of Amendment Approval

                          Blackstone Debt Advisors L.P.
                           Form of Amendment Approval
                      (Fax to Adam Epstein at 212-270-1063)
                    (Telecopy to Doug Ryder at 212-474-3700)


                                                                  April 28, 2003

J.P. Morgan Securities Inc.
270 Park Avenue, 5th Floor
New York, NY 10017


Ladies and Gentlemen:

We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject to the satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described herein.

Very truly yours,

  /s/ Dean Criares
---------------------------------
Authorized Officer:  Dean Criares
Ttile:  Managing Director
Lender:  Hanover Square CLO, Ltd.
Telephone Number:  212-583-5775

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution:  GENERAL ELECTRIC CAPITAL CORPORATION

                           by       /s/ Molly S. Fergusson
                              --------------------------------------
                                Name:  Molly S. Fergusson
                                Title: Manager, Operations

<PAGE>

THE BANK OF NEW YORK
New York's First Bank-Founded 1784 by Alexander Hamilton


                                             ONE WALL STREET, NEW YORK, NY 10286


                                                        April 29, 2003

J.P. Morgan Securities, Inc.
270 Park Avenue, 5th Floor
New York, NY 10017

Ladies and Gentlemen:

We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.

Very truly yours,


  /s/ Robert W. Pierson
-------------------------------------
Robert W. Pierson

Vice President

The Bank of New York

(212) 635-6455

<PAGE>

                                                             SIGNATURE PAGE FOR
                                                               SIXTH AMENDMENT
                                                                 TO TRITON PCS
                                                              CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution:  WACHOVIA BANK N.A.
                                         F/K/A FIRST UNION NATIONAL BANK


                           by    /s/ Mark L. Cook
                               ----------------------------------------
                               Name:  Mark L. Cook
                               Title: Director

<PAGE>

                                                             SIGNATURE PAGE FOR
                                                                SIXTH AMENDMENT
                                                                  TO TRITON PCS
                                                               CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution:  BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                           by   /s/ Anna M. Bezdenezhnykh Guiller
                                ---------------------------------
                                Name:  Anna M. Bezdenezhnykh Guiller
                                Title: Assistant Vice President

<PAGE>

                                                             SIGNATURE PAGE FOR
                                                                SIXTH AMENDMENT
                                                                  TO TRITON PCS
                                                               CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: CIBC INC.


                           by  /s/ Richard Hassard
                              ------------------------------
                               Name:  Richard Hassard
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: HANOVER SQUARE CLO LTD.
                                        By: Blackstone Debt  Advisors LP
                                            As Collateral Manager


                           by  /s/ Dean T. Criares
                              ---------------------------------------
                               Name:  Dean T. Criares
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: TRYON CLO LTD. 2000-I
                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager


                           by  /s/ David P. Wells
                              --------------------------------
                               Name:  David P. Wells, CFA
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: ELC (CAYMAN) LTD. 2000-I
                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager


                           by  /s/ David P. Wells
                              -------------------------------
                               Name:  David P. Wells, CFA
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: ELC (CAYMAN) LTD. 1999-III
                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager


                           by  /s/ David P. Wells
                              --------------------------------
                               Name:  David P. Wells, CFA
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: ELC (CAYMAN) LTD. 1999-II
                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager


                           by  /s/ David P. Wells
                              -------------------------------
                               Name:  David P. Wells, CFA
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: ELC (CAYMAN) LTD. CDO SERIES 1999-I
                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager


                           by  /s/ David P. Wells
                              -------------------------------
                               Name:  David P. Wells, CFA
                               Title: Managing Director

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: CREDIT LYONNAIS NEW YORK


                           by  /s/ Jeremy Horn
                              ----------------------------
                               Name:  Jeremy Horn
                               Title: Vice President

<PAGE>
                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT



                           To Approve this Amendment:


                           Institution: COBANK, ACB


                           by  /s/ Donald L. Palm
                              ----------------------------
                               Name:  Donald L. Palm
                               Title: AVP

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT


                           To Approve this Amendment:


                           Institution:  THE BANK OF NOVA SCOTIA


                           by  /s/ Ian A. Hodgart
                               ----------------------------------------
                               Name:  Ian A. Hodgart
                               Title: Authorized Signatory

<PAGE>

                                                                    Confidential

1.  FORM OF AMENDMENT APPROVAL

                                     US BANK
                           Form of Amendment Approval
                      (Fax to Adam Epstein at 212-270-1063)
                    (Telecopy to Doug Ryder at 212-474-3700)


                                                                  April 29, 2003

Tom Gunder
Vice President
Media & Communications Group

PD-WA-T7MT
1420 Fifth Avenue, 7th Floor
Seattle, Washington  98101-2333
206\344-4456
206\344-3646  FAX
email:  thomas.gunder@usbank.com


J.P. Morgan Securities Inc.
270 Park Avenue, 5th Floor
New York, NY 10017

Ladies and Gentlemen:

We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.

Very truly yours,

/s/ Thomas G. Gunder
-------------------------------------
Authorized Officer:  Thomas G. Gunder

Ttile: Vice President

Lender: U.S. Bank National Association

Telephone Number: (206) 344-4456

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT


                           To Approve this Amendment:


                           Institution:  The Bank of New York

                           by   /s/ Brendan T. Nedzi
                              ----------------------------------------
                              Name:  Brendan T. Nadzi
                              Title: Senior Vice President

<PAGE>

                                   VAN KAMPEN
                            INVESTMENT ADVISORY CORP.

    1 Parkview Plaza - Oakbrook Terrace, Illinois 60181-5555 - 630-684-6000 -
                               www.vankampen.com



April 29, 2003

J.P. Morgan Securities Inc.
270 Park Avenue, 5th Floor
New York, NY 10017

Ladies and Gentlemen:

We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.


Very truly yours,


/s/ Christina Jamison
---------------------------
Christina Jamison
Vice President

VAN KAMPEN
PRIME RATE INCOME TRUST
By:  Van Kampen Invstment Advisory Corp.

Telephone Number:

<PAGE>

                                   VAN KAMPEN
                            INVESTMENT ADVISORY CORP.

    1 Parkview Plaza - Oakbrook Terrace, Illinois 60181-5555 - 630-684-6000 -
                                www.vankampen.com



April 29, 2003

J.P. Morgan Securities Inc.
270 Park Avenue, 5th Floor
New York, NY 10017

Ladies and Gentlemen:

We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.


Very truly yours,


/s/ Christina Jamison
---------------------------
Christina Jamison
Vice President

VAN KAMPEN
SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.

Telephone Number:

<PAGE>


                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT


                           To Approve this Amendment:


                           Institution:  NATEXIS BANQUES POPULAIRES

                           by  /s/ Michael T. Pellerito
                               ----------------------------------------
                               Name:  Michael T. Pellerito
                               Title: Vice President

                           by  /s/ Cynthia E. Sachs
                               ----------------------------------------
                               Name:  Cynthia E. Sachs
                               Title: VP, Group Manager

<PAGE>

                                                              SIGNATURE PAGE FOR
                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT


                           To Approve this Amendment:


                           Institution:  FLEET NATIONAL BANK


                           by   /s/ R. E. Anderson
                              ----------------------------------------
                              Name:  R. E. Anderson
                              Title: Head Portfolio Manager
                                     Managing Director

<PAGE>

                                                                 SIXTH AMENDMENT
                                                                   TO TRITON PCS
                                                                CREDIT AGREEMENT


                           To Approve this Amendment:


                           Institution: BAYERISCHE HYPO-UND VEREINSBANK AG


                           by  /s/ Patricia Ropers
                              --------------------------------
                                Name:  Patricia Ropers
                                Title: AVP


                           by  /s/ Gerald Merz
                              --------------------------------
                                Name:  Gerald Merz
                                Title: Head of Telecoms,
                                       Global Project Finance

<PAGE>

                                                                   SCHEDULE 1 TO
                                                                 SIXTH AMENDMENT

     Lender                                             Tranche E Commitment
     ------                                             --------------------
     General Electric Capital Corp.                            $20,000,000
     Bank of Nova Scotia                                         6,000,000
     Wachovia Bank, National Association                         6,000,000
     SunTrust Banks, Atlanta                                     4,900,000
     BankBoston, N.A.                                            3,700,000
     Bayerische Hypo und Vereinsbank                             3,700,000
     JPMorgan Chase Bank                                         3,700,000
     National City Bank                                          2,000,000
                                                               -----------

     Total:                                                    $50,000,000
                                                               ===========