<PAGE>
                                                                    Exhibit 10.4

                        THIRD AMENDMENT, dated as of March 8, 2002 (this
                  "Amendment"), to the Second Amended and Restated Credit
                  Agreement, dated as of February 3, 1998, as amended and
                  restated as of September 22, 1999 and September 14, 2000 (as
                  amended, supplemented or otherwise modified from time to time,
                  the "Credit Agreement"), among TRITON PCS, INC., a corporation
                  organized under the laws of the State of Delaware (the
                  "Borrower"), TRITON PCS HOLDINGS, INC., a corporation
                  organized under the laws of the State of Delaware
                  ("Holdings"), the several banks and other financial
                  institutions and entities from time to time parties thereto
                  (the "Lenders"), JPMORGAN CHASE BANK (formerly known as The
                  Chase Manhattan Bank), as administrative agent (the
                  "Administrative Agent") for the Lenders, FIRST UNION NATIONAL
                  BANK, as Tranche E syndication agent (the "Tranche E
                  Syndication Agent") and THE BANK OF NOVA SCOTIA, as Tranche E
                  documentation agent (the "Tranche E Documentation Agent").

            WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make certain loans to the Borrower;

            WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the
Borrower has requested to borrow Incremental Term Loans in the form of Tranche E
Term Loans (as defined below); and

            WHEREAS the Borrower has requested that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment, and
the Lenders are willing to agree to such modifications as provided for in this
Amendment.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings given to them in the Credit Agreement, as amended
hereby.

            2. Amendments to the Credit Agreement.

            (a) Section 1.01 of the Credit Agreement is hereby amended by:
<PAGE>
                                                                               2


            (i) deleting the definition of "Applicable Margin" and substituting
      the following therefor:

            "`Applicable Margin' means, (i) with respect to any Tranche B Term
Loan, the applicable Tranche B Rate, (ii) with respect to any Tranche E Term
Loan, the applicable Tranche E Rate, or (iii) with respect to a Revolving Loan,
a Tranche A Term Loan, a Tranche C Term Loan or a Tranche D Term Loan, the
applicable rate per annum for a Revolving Loan, a Tranche A Term Loan, a Tranche
C Term Loan or a Tranche D Term Loan based upon the Leverage Ratio as of the
most recent determination date as set forth below under the caption "ABR Spread"
or "Eurodollar Spread", as the case may be; provided, however, that unless
Consolidated EBITDA for the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01 is positive, the
"Applicable Margin" for purposes of clause (ii) shall be the applicable rate per
annum set forth below in Category 1:

<TABLE>
<CAPTION>
                      ------------------------------------------------------------------------------
                                                          ABR                    Eurodollar
                           Leverage Ratio:              Spread                    Spread
                      ------------------------------------------------------------------------------
<S>                                                     <C>                      <C>
                             Category 1

                      Not Applicable                    1.250%                    2.250%
                      ------------------------------------------------------------------------------
                             Category 2

                      Greater than or equal to
                      10.0 to 1.00                      1.000%                    2.000%
                      ------------------------------------------------------------------------------
                              Category 3

                      Greater than or equal to
                      9.0 to 1.00 but less
                      than 10.0 to 1.00                 0.875%                    1.875%
                      ------------------------------------------------------------------------------
                             Category 4

                      Greater than or equal to
                      8.0 to 1.00 but less
                      than 9.0 to 1.00                  0.750%                    1.750%
                      ------------------------------------------------------------------------------
                             Category 5

                      Greater than or equal to
                      6.0 to 1.00 but less
                      than 8.0 to 1.00                  0.500%                    1.500%
                      ------------------------------------------------------------------------------
                             Category 6

                      Greater than or equal to
                      5.0 to 1.00 but less
                      than 6.0 to 1.00                  0.250%                    1.250%
                      ------------------------------------------------------------------------------

</TABLE>
<PAGE>
                                                                               3

<TABLE>
<CAPTION>
                      ------------------------------------------------------------------------------
                                                          ABR                    Eurodollar
                           Leverage Ratio:              Spread                    Spread
                      ------------------------------------------------------------------------------
<S>                                                     <C>                      <C>

                             Category 7

                      Less than 5.0 to 1.00                --                     1.000%
                      ------------------------------------------------------------------------------
</TABLE>

                  For purposes of the foregoing, (i) the Leverage Ratio shall be
            determined as of the end of each fiscal quarter of the Borrower's
            fiscal year based upon the Borrower's consolidated financial
            statements delivered pursuant to Section 5.01(a) or (b) and (ii)
            each change in the Applicable Margin resulting from a change in the
            Leverage Ratio shall be effective during the period commencing on
            and including the date of delivery to the Administrative Agent of
            such consolidated financial statements indicating such change and
            ending on the date immediately preceding the effective date of the
            next such change; provided that the Leverage Ratio shall be deemed
            to be in Category 1 (A) at any time that an Event of Default ss. ss.
            has occurred and is continuing or (B) if the Borrower fails to
            deliver the consolidated financial statements required to be
            delivered by it pursuant to Section 5.01(a) or (b), during the
            period from the expiration of the time for delivery thereof until
            such consolidated financial statements are delivered."

            (ii) deleting the definition of "Applicable Rate" and substituting
      the following therefor:

            "`Applicable Rate' means with respect to the commitment fees payable
hereunder, the applicable rate per annum set forth below based upon the Leverage
Ratio as of the most recent determination date; provided, however, that unless
Consolidated EBITDA for the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01 is positive, the
Applicable Rate shall be the applicable rate per annum set forth below in
Category 1:

<TABLE>
<CAPTION>
                      -------------------------------------------------------------------
                                                                     Commitment
                                     Leverage Ratio:                  Fee Rate
                      --------------------------------------------------------------------
<S>                                                                  <C>
                                Category 1

                       Not Applicable                                     0.50%
                      --------------------------------------------------------------------
                                Category 2

                       Greater than or equal to 10.0 to 1                 0.50%
                      --------------------------------------------------------------------
</Table>
<PAGE>
                                                                               4


<TABLE>
<CAPTION>
                      ------------------------------------------------------------------------------
                                                          ABR                    Eurodollar
                           Leverage Ratio:              Spread                    Spread
                      ------------------------------------------------------------------------------
<S>                                                     <C>                      <C>

                               Category 3

                       Less than 10.0 to 1                               0.375%
                      --------------------------------------------------------------------
</TABLE>


                  For purposes of the foregoing, (i) the Leverage Ratio shall be
            determined as of the end of each fiscal quarter of the Borrower's
            fiscal year based upon the Borrower's consolidated financial
            statements delivered pursuant to Section 5.01(a) or (b) and (ii)
            each change in the Applicable Rate resulting from a change in the
            Leverage Ratio shall be effective during the period commencing on
            and including the date of delivery to the Administrative Agent of
            such consolidated financial statements indicating such change and
            ending on the date immediately preceding the effective date of the
            next such change; provided that the Leverage Ratio shall be deemed
            to be in Category 1 (A) at any time that an Event of Default has
            occurred and is continuing or (B) if the Borrower fails to deliver
            the consolidated financial statements required to be delivered by it
            pursuant to Section 5.01(a) or (b), during the period from the
            expiration of the time for delivery thereof until such consolidated
            financial statements are delivered."

            (iii) deleting the definition of "Class" and substituting the
following therefor:

                  "`Class', when used in reference to any Loan or Borrowing,
            refers to whether such Loan, or the Loans comprising such Borrowing,
            are Revolving Loans, Tranche A Term Loans, Tranche B Term Loans,
            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans,
            Incremental Term Loans, if any, or Swingline Loans and, when used in
            reference to any Commitment, refers to whether such Commitment is a
            Revolving Commitment, Tranche A Commitment, Tranche B Commitment,
            Tranche C Commitment, Tranche D Commitment, Tranche E Commitment or
            Incremental Commitment, if any."

            (iv) deleting the definition of "Commitment" and substituting the
following therefor:
<PAGE>
                                                                               5


                  "`Commitment' means a Revolving Commitment, Tranche A
            Commitment, Tranche B Commitment, Tranche C Commitment, Tranche D
            Commitment, Tranche E Commitment or Incremental Commitment, if any,
            or any combination thereof (as the context requires)."

            (v) deleting the definition of "Revolving Loan" and substituting the
following therefor:

                  "`Revolving Loan' means a Loan made pursuant to clause (f) of
            Section 2.01."

            (vi) deleting the definition of "Term Loans" and substituting the
following therefor:

                  "`Term Loans' means Tranche A Term Loans, Tranche B Term
            Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term
            Loans and Incremental Term Loans."

            (vii) adding the following definitions in their appropriate
alphabetical order:

                  "`Tranche E Availability Period' means the period from and
            including the Tranche E Effective Date to but excluding the earlier
            of March 8, 2003 and the date of termination of the Tranche E
            Commitments."

                  "`Tranche E Commitment' means with respect to each Lender, the
            commitment, if any, of such Lender to make Tranche E Loans
            hereunder, expressed as an amount representing the maximum principal
            amount of Tranche E Term Loans hereunder, as such commitment may be
            (a) reduced pursuant to Section 2.06 and (b) reduced or increased
            from time to time pursuant to assignments by or to such Lender
            pursuant to Section 9.04. The initial amount of each Lender's
            Tranche E Commitment is set forth on Schedule 2.01, or in the
            Assignment and Acceptance pursuant to which such Lender shall have
            assumed its Tranche E Commitment. The initial aggregate amount of
            the Lenders' Tranche E Commitment is $125,000,000."

                  "`Tranche E Effective Date' means the date on which the
            conditions specified in Section 5 of the Third Amendment are
            satisfied (or waived)."
<PAGE>
                                                                               6


                  "`Tranche E Execution Date' means March 8, 2002, the date of
            execution of the third amendment (the "Third Amendment") to this
            Agreement."

                  "`Tranche E Lender' means a Lender with a Tranche E Commitment
            or an outstanding Tranche E Term Loan."

                  "`Tranche E Maturity Date' means February 4, 2007."

                  "`Tranche E Rate' means, with respect to any Tranche E Term
            Loan (a) 2.00% per annum, in the case of an ABR Loan, and (b) 3.00%
            per annum, in the case of an Eurodollar Loan."

                  "`Tranche E Term Loan' means a loan made pursuant to clause
            (e) of Section 2.01."

            (b) Section 2.01 of the Credit Agreement is hereby amended by
deleting "and (e)" therefrom and substituting the following therefor:

                  ", (e) to make Tranche E Term Loans to the Borrower during the
            Tranche E Availability Period in an aggregate principal amount not
            exceeding its Tranche E Commitment and (f)"

            (c) Section 2.02(d) is hereby amended by deleting "or the Tranche D
Maturity Date" therefrom and inserting therefor the following:

                  ", Tranche D Maturity Date or the Tranche E Maturity Date"

            (d) Clause (i) of Section 2.03 of the Credit Agreement is hereby
amended by deleting therefrom "or Tranche D Term Borrowing" and substituting
therefor the following:

                  ", Tranche D Term Borrowing or Tranche E Term Borrowing"

            (e) Section 2.06(a) of the Credit Agreement is hereby amended by
deleting "and (v)" therefrom and substituting therefor the following:

                  ", (v) the Tranche E Commitments shall terminate at 5:00 p.m.
            New York City time, on the last day of the Tranche E Availability
            Period and (vi)"
<PAGE>
                                                                               7


            (f) Section 2.08 is hereby deleted in its entirety and the following
substituted therefor:

                  "SECTION 2.08. Automatic Revolving Commitment Reductions;
            Amortization of Term Loans. (a) The aggregate amount of the Lenders'
            Revolving Commitments shall automatically and permanently reduce in
            eight consecutive quarterly reductions occurring on August 4, 2004,
            and on each successive date thereafter which is three months after
            the preceding reduction date, in the aggregate amount set forth
            below for each reduction:

<TABLE>
<CAPTION>

                       Reduction                      Amount
                       ---------                      ------
<S>                                                <C>
                          1-2                      $ 5,000,000

                          3-6                      $10,000,000

                          7-8                      $25,000,000
</TABLE>

                  (b) Subject to adjustment pursuant to paragraph (f) of this
            Section, the Borrower shall repay each of the Tranche A Term Loans,
            the Tranche C Term Loans and Tranche D Term Loans in 18 consecutive
            quarterly installments, payable on February 4, 2002, 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:

<TABLE>
<CAPTION>
                                   Tranche A                  Tranche C                 Tranche D
       Installment                   Amount                     Amount                    Amount
       -----------                 ---------                  ---------                 ---------
<S>                               <C>                        <C>                       <C>
           1-4                    $ 4,375,000                $ 4,375,000               $ 3,750,000

           5-8                    $ 6,562,500                $ 6,562,500               $ 5,625,000

           9-12                   $ 8,750,000                $ 8,750,000               $ 7,500,000

          13-16                   $10,937,500                $10,937,500               $ 9,375,000

          17-18                   $26,250,000                $26,250,000               $22,500,000
</TABLE>

                  (c) Subject to adjustment pursuant to paragraph (f) of this
            Section, the Borrower shall repay each of the Tranche B Term Loans
            in 21 consecutive quarterly installments, payable on February 4,
            2002, and on each successive date
<PAGE>


            thereafter which is three months after the preceding installment
            date, in the aggregate amount set forth below for each installment:

<TABLE>
<CAPTION>
                                                     Tranche B
                  Installment                          Amount
                  -----------                        ---------
<S>                                                <C>
                     1-4                           $    375,000

                     5-8                           $    375,000

                    9-12                           $    375,000

                   13-16                           $    375,000

                   17-20                           $  7,500,000

                     21                            $114,000,000
</TABLE>

                  (d) Subject to adjustment pursuant to paragraph (f) of this
            Section, the Borrower shall repay each of the Tranche E Term Loans
            in 16 consecutive quarterly installments, payable on May 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:

<TABLE>
<CAPTION>

                  Installment                       Tranche E Amount
                  -----------                       ----------------
<S>                                                 <C>
                      1-11                             $   312,500

                     12-15                             $ 6,250,000

                       16                              $96,562,500
</TABLE>

                  (e) To the extent not previously paid, (i) all Tranche A Term
            Loans shall be due and payable on the Tranche A Maturity Date, (ii)
            all Tranche B Term Loans shall be due and payable on the Tranche B
            Maturity Date, (iii) all Tranche C Term Loans shall be due and
            payable on the Tranche C Maturity Date, (iv) all Tranche D Term
            Loans shall be due and payable on the Tranche D Maturity Date and
            (v) all Tranche E Term Loans shall be due and payable on the Tranche
            E Maturity Date.

                  (f) If the initial aggregate amount of the Lenders' Term
            Commitments of any Class exceeds the aggregate principal amount of
            Term Loans of such Class that are made during the Tranche A
            Availability Period, the Tranche B Availability Period, the Tranche
            C Availability Period, the Tranche D Availability Period or the
            Tranche E Availability Period, as the case may be, then the
            scheduled repayments of Term Borrowings of such
<PAGE>
                                                                               9


            Class to be made pursuant to this Section shall be reduced ratably
            by an aggregate amount equal to such excess. Any prepayment of a
            Term Borrowing of any Class shall be applied to reduce the
            subsequent scheduled repayments of the Term Borrowings of such Class
            to be made pursuant to this Section ratably.

                  (g) Prior to any repayment of any Term Borrowings of any Class
            hereunder, the Borrower shall select the Borrowing or Borrowings of
            the applicable Class to be repaid and shall notify the
            Administrative Agent by telephone (confirmed by telecopy) of such
            selection not later than 11:00 a.m., New York City time, three
            Business Days before the scheduled date of such repayment; provided
            that each repayment of Term Borrowings of any Class shall be applied
            to repay any outstanding ABR Term Borrowings of such Class before
            any other Borrowings of such Class. Each repayment of a Borrowing
            shall be applied ratably to the Loans included in the repaid
            Borrowing. Repayments of Term Borrowings shall be accompanied by
            accrued interest on the amount repaid."

            (g) Section 2.09 of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:

                  "SECTION 2.09. Prepayment of Loans. (a) The Borrower shall
            have the right at any time and from time to time to prepay any
            Borrowing in whole or in part, subject to the requirements of this
            Section.

                  (b) 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 their then respective amounts) equal to 100% of such Net
            Proceeds.

                  (c) Following the end of the fiscal year of the Borrower
            ending December 31, 2001 and following the end of each subsequent
            fiscal year,
<PAGE>
                                                                              10


            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 their then
            respective amounts) equal to 50% of Excess Cash Flow for such fiscal
            year. Each prepayment pursuant to this paragraph shall be made on or
            before the date on which financial statements are delivered pursuant
            to Section 5.01 with respect to the fiscal year for which Excess
            Cash Flow is being calculated (and in any event within 105 days
            after the end of such fiscal year).

                  (d) Prior to any optional or mandatory prepayment of
            Borrowings hereunder, the Borrower shall select the Borrowing or
            Borrowings to be prepaid and shall specify such selection in the
            notice of such prepayment pursuant to paragraph (f) of this Section;
            provided that each prepayment of Borrowings of any Class shall be
            applied to prepay ABR Borrowings of such Class before any other
            Borrowings of such Class. In the event of any optional or mandatory
            prepayment of Term Borrowings made at a time when Term Borrowings of
            more than one Class remain outstanding, the Borrower shall select
            Term Borrowings to be prepaid so that the aggregate amount of such
            prepayment is allocated among the Tranche A Term Borrowings, Tranche
            B Term Borrowings, Tranche C Term Borrowings, Tranche D Term
            Borrowings, Tranche E Term Borrowings and Incremental Term
            Borrowings, if any, pro rata based on the aggregate principal amount
            of outstanding Borrowings of each such Class; provided that any
            Tranche B Lender may elect, by notice to the Administrative Agent by
            telephone (confirmed by telecopy) at least one Business Day prior to
            the prepayment date, to decline all or any portion of any prepayment
            of its Tranche B Term Loans pursuant to this Section (other than an
            optional prepayment pursuant to paragraph (a) of this Section, which
            may not be declined), in which case the Net Proceeds or Excess Cash
            Flow that would have been applied to prepay Tranche B Term Loans but
            were so declined shall be applied to prepay Tranche A Term Loans,
            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans and
            Incremental Term Loans, if any, on a pro rata basis based on their
            then respective amounts.
<PAGE>
                                                                              11


                  (e) The amount of any optional or mandatory prepayments
            allocated to Tranche A Term Loans, Tranche B Term Loans, Tranche C
            Term Loans, Tranche D Term Loans, Tranche E Term Loans and
            Incremental Term Loans, if any, shall be applied pro rata to reduce
            the principal amount of the then remaining amortization installments
            applicable to such Loans set forth in Section 2.08. The amount of
            any optional commitment reductions allocated to the Revolving Loans
            shall be applied pro rata to reduce the principal amount of the then
            remaining reductions applicable to such Commitments set forth in
            Section 2.08. Any reduction of the Revolving Commitments shall be
            accompanied by prepayment of Revolving Loans to the extent the
            aggregate amount of such loans outstanding exceeds the total amount
            of the Revolving Commitments as so reduced.

                  (f) The Borrower shall notify the Administrative Agent (and,
            in the case of prepayment of a Swingline Loan, the Swingline Lender)
            by telephone (confirmed by telecopy) of any prepayment hereunder (i)
            in the case of prepayment of a Eurodollar Revolving Borrowing, not
            later than 11:00 a.m., New York City time, three Business Days
            before the date of prepayment, (ii) in the case of prepayment of an
            ABR Revolving Borrowing for which the Tranche B Lenders may make the
            election described in the proviso to the second sentence of Section
            2.09(d), not later than 11:00 a.m., New York City time, on the
            Business Day before the date of prepayment and, for all other ABR
            Borrowings, not later than 11:00 a.m., New York City time, on the
            date of prepayment, and (iii) in the case of prepayment of a
            Swingline Loan, not later than 12:00 noon, New York City time, on
            the date of prepayment, or such other time as may be agreed by the
            Borrower and the Swingline Lender. Each such notice shall be
            irrevocable and shall specify the prepayment date, the principal
            amount of each Borrowing or portion thereof to be prepaid and, in
            the case of a mandatory prepayment, a reasonably detailed
            calculation of the amount of such prepayment; provided that, if a
            notice of optional prepayment is given in connection with a
            conditional notice of termination of the Revolving Commitments as
            contemplated by Section 2.06, then such notice of prepayment may be
            revoked if such notice of termination is revoked in accordance with
<PAGE>
                                                                              12


            Section 2.06. Promptly following receipt of any such notice (other
            than a notice relating solely to Swingline Loans), the
            Administrative Agent shall advise the Lenders of the contents
            thereof. Each partial prepayment of any Borrowing shall be in an
            amount that would be permitted in the case of an advance of a
            Borrowing of the same Type as provided in Section 2.02, except as
            necessary to apply fully the required amount of a mandatory
            prepayment. Each prepayment of a Borrowing shall be applied ratably
            to the Loans included in the prepaid Borrowing. Prepayments shall be
            accompanied by accrued interest to the extent required by Section
            2.11."

            (h) Section 2.10(a) is hereby amended by deleting Clause (iii) of
the first sentence thereof and substituting the following therefor:

                  ", (iii) with respect to any Tranche D Commitment, from and
            including the Second Amendment and Restatement Execution Date to but
            excluding the date on which such Commitment terminates and (iv) with
            respect to any Tranche E Commitment, from and including the Tranche
            E Execution Date to but excluding the date on which such Commitment
            terminates."

            (i) Section 2.16(c) is hereby deleted in its entirety and the
following substituted therefor:

                  "(c) If any Lender shall, by exercising any right of set off
            or counterclaim or otherwise, obtain payment in respect of any Loan
            or participation in LC Disbursements as a result of which the unpaid
            principal portion of its Tranche A Term Loans, Tranche B Term Loans,
            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans,
            Incremental Term Loans (if any), Revolving Loans or participations
            in LC Disbursements shall be proportionately less than the unpaid
            principal portion of the Tranche A Term Loans, Tranche B Term Loans,
            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans,
            Incremental Term Loans (if any), Revolving Loans or participations
            in LC Disbursements of any other Lender, it shall be deemed
            simultaneously to have purchased from such other Lender at face
            value, and shall promptly pay to such other Lender the purchase
            price for, a participation in the Tranche A Term Loans, Tranche B
            Term Loans,
<PAGE>
                                                                              13


            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans,
            Incremental Term Loans (if any), Revolving Loans or participations
            in LC Disbursements, as the case may be, of such other Lender, so
            that the aggregate unpaid principal amount of the Tranche A Term
            Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term
            Loans, Tranche E Term Loans, Incremental Term Loans (if any),
            Revolving Loans and participations in LC Disbursements and
            participations in Tranche A Term Loans, Tranche B Term Loans,
            Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans,
            Incremental Term Loans (if any), Revolving Loans or participations
            in LC Disbursements held by each Lender shall be in the same
            proportion to the aggregate unpaid principal amount of all Tranche A
            Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D
            Term Loans, Tranche E Term Loans, Incremental Term Loans (if any),
            Revolving Loans or participations in LC Disbursements then
            outstanding as the principal amount of its Tranche A Term Loans,
            Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans,
            Tranche E Term Loans, Incremental Term Loans (if any), Revolving
            Loans or participations in LC Disbursements outstanding prior to
            such exercise of any right of setoff or counterclaim or other event
            was to the principal amount of all Tranche A Term Loans, Tranche B
            Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E
            Term Loans, Incremental Term Loans (if any), Revolving Loans or
            participations in LC Disbursements outstanding prior to such
            exercise of any right of setoff or counterclaim or other event;
            provided that (i) if any such participations are purchased and all
            or any portion of the payment giving rise thereto is recovered, such
            participations shall be rescinded and the purchase price restored to
            the extent of such recovery, without interest, and (ii) the
            provisions of this paragraph shall not be construed to apply to any
            payment made by the Borrower pursuant to and in accordance with the
            express terms of this Agreement or any payment obtained by a Lender
            as consideration for the assignment of or sale of a participation in
            any of its Loans or participations in LC Disbursements to any
            assignee or participant, other than to the Borrower or any
            Subsidiary or Affiliate thereof (as to which the provisions of this
            paragraph shall apply). The Borrower consents to the foregoing and
            agrees, to the extent it may
<PAGE>
                                                                              14


            effectively do so under applicable law, that any Lender acquiring a
            participation pursuant to the foregoing arrangements may exercise
            against the Borrower rights of setoff and counterclaim with respect
            to such participation as fully as if such Lender were a direct
            creditor of the Borrower in the amount of such participation."

            3. No Other Amendments; Confirmation. Except as expressly amended,
waived, modified and supplemented hereby, the provisions of the Credit Agreement
are and shall remain in full force and effect.

            4. Representations and Warranties. The Borrower 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, subject
      only to the operation of the Bankruptcy Code and other similar statutes
      for the benefit of debtors generally and to the application of general
      equitable principles.

            (c) All representations and warranties of the Borrower and Holdings
      contained in the Credit Agreement (other than representations or
      warranties expressly made only on and as of the Effective Date or as of
      some other specified date) are true and correct in all material respects
      as of the date hereof.

            5. Effectiveness. The Amendment shall become effective as of the
date first written above on the date (the "Closing Date") on which the following
conditions precedent are satisfied:

            (a) The Administrative Agent shall have received counterparts
      hereof, duly executed and delivered by the Borrower, Holdings, and the
      Tranche E Lenders;
<PAGE>
                                                                              15


            (b) The Administrative Agent shall have received such opinions and
      certificates from the Borrower and Holdings as it may reasonably request
      in form reasonably satisfactory to its counsel; and

            (c) The Borrower shall have paid to the Administrative Agent, for
      the account of each Tranche E Lender participation fees (the
      "Participation Fees") in the amounts heretofore agreed upon with J.P.
      Morgan Securities Inc. The Participation Fees shall be payable on the
      Closing Date in immediately available funds. Once paid, the Participation
      Fees shall not be refundable under any circumstances.

            6. 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 Cravath,
Swaine & Moore, counsel for the Administrative Agent.

            7. 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.

            (b) 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.
<PAGE>
                                                                              16


            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: SVP & Treasurer


                                     TRITON PCS HOLDINGS, INC.,

                                     by /s/ Daniel E. Hopkins
                                        ----------------------------------------
                                        Name:  Daniel E. Hopkins
                                        Title: SVP & Treasurer


                                     JPMORGAN CHASE BANK,
                                     individually and as Administrative Agent,

                                     by /s/ Tracey Navin Ewing
                                        ----------------------------------------
                                        Name:  Tracey Navin Eqing
                                        Title: Vice President


                                     FIRST UNION NATIONAL BANK,
                                     individually and as Tranche E
                                     Syndication Agent,

                                     by /s/ C. Brand Hosford
                                        ----------------------------------------
                                        Name:  C. Brand Hosford
                                        Title: Vice President


                                     THE BANK OF NOVA SCOTIA,
                                     individually and as Tranche E
                                     Documentation Agent,

                                     by /s/ Stephen C. Levi
                                        ----------------------------------------
                                        Name:  Stephen C. Levi
                                        Title: Authorized Signatory
<PAGE>
                                                                              17


                                     GENERAL ELECTRIC CAPITAL CORP.,
                                     as a Tranche E Lender,

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


                                     FLEET NATIONAL BANK, as a Tranche E Lender,

                                     by /s/ Shepard D. Rainie
                                        ----------------------------------------
                                        Name:  Shepard D. Rainie
                                        Title: Managing Director


                                     BAYERESCHE HYPO-UND VEREINSBANK,
                                     as a Tranche E Lender,

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

                                     by /s/ Alexander Rothenanger
                                        ----------------------------------------
                                        Name:  Alexander Rothenanger
                                        Title: AVP


                                     SUNTRUST BANK, as a Tranche E Lender,

                                     by /s/ J. Eric Millham
                                        ----------------------------------------
                                        Name:  J. Eric Millham
                                        Title: Director


                                     NATIONAL CITY BANK, as a Tranche E Lender,

                                     by /s/ Michael B. Grimes
                                        ----------------------------------------
                                        Name:  Michael B. Grimes
                                        Title: Senior Vice President