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                                                                   Exhibit 10.29




                               6,000,000 Shares


                           TRITON PCS HOLDINGS, INC.

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE




                            UNDERWRITING AGREEMENT








February 22, 2001
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                                                                   Exhibit 10.29

                                                               February 22, 2001



Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
First Union Securities, Inc.
Robert W. Baird & Co. Incorporated
c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:

         Triton PCS Holdings, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the several Underwriters named in Schedule II
hereto (the "Underwriters"), and certain shareholders of the Company (the
"Selling Shareholders") named in Schedule I hereto severally propose to sell to
the several Underwriters, an aggregate of 6,000,000 shares of the Class A Common
Stock, par value $.01 per share, of the Company (the "Firm Shares"), of which
3,500,000 shares are to be issued and sold by the Company and 2,500,000 shares
are to be sold by the Selling Shareholders, each Selling Shareholder selling the
amount set forth opposite such Selling Shareholder's name in Schedule I hereto.

         The Selling Shareholders also propose to sell to the several
Underwriters not more than an additional 900,000 shares of the Class A Common
Stock, $.01 par value per share of the Company (the "Additional Shares") owned
by such Selling Shareholders if and to the extent that you, as Representatives
of the several Underwriters, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of common stock granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "Shares." The shares of Class A
Common Stock, $.01 par value per share, and Class B Common Stock, $.01 par value
per share, of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to collectively as the "Common
Stock." The Company and the Selling Shareholders are hereinafter sometimes
collectively referred to as the "Sellers."

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Shares and other securities (the "Shelf Securities") of the Company and has
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filed with, or transmitted for filing to, or shall promptly hereafter file with
or transmit for filing to, the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to the Shares pursuant to Rule
424 under the Securities Act of 1933, as amended (the "Securities Act"), in the
form first used to confirm sales of the Shares. The term "Registration
Statement" means the registration statement, including the exhibits thereto, as
amended to the date of this Agreement. The term "Basic Prospectus" means the
related prospectus covering the Shelf Securities in the form first used to
confirm sales of the Shares. The term "Prospectus" means the Basic Prospectus
together with the Prospectus Supplement. The term "preliminary prospectus" means
a preliminary prospectus supplement specifically relating to the Shares,
together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

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


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

          (b) (i)Each document, if any, filed or to be filed pursuant to the
     Exchange Act and incorporated by reference in the Prospectus complied or
     will comply when so filed in all material respects with the Exchange Act
     and the applicable rules and regulations of the Commission thereunder,
     (ii)each part of the Registration Statement, when such part became
     effective, did not contain, and each such part, as amended or supplemented,
     if applicable, willnot contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading,(iii) the Registration Statement
     and the Prospectus comply and, as amended or supplemented, if applicable,
     will comply in all material respects with the Securities Act and the
     applicable rules and regulations of the Commission thereunder and (iv) the
     Prospectus does not contain and, as amended or supplemented, if applicable,
     will not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, except that the

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     representations and warranties set forth in this paragraph do not apply to
     statements or omissions in the Registration Statement or the Prospectus
     based upon information relating to any Underwriter furnished to the Company
     in writing by such Underwriter through you expressly for use therein.

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

          (d) Each subsidiary of the Company has been duly organized, is validly
     existing in good standing under the laws of the jurisdiction of its
     organization, has the corporate or limited liability company power and
     authority to own its property and to conduct its business as described in
     the Prospectus and is duly qualified to transact business and is in good
     standing in each jurisdiction in which the conduct of its business or its
     ownership or leasing of property requires such qualification, except to the
     extent that the failure to be so qualified or be in good standing would not
     have a material adverse effect on the Company and its subsidiaries, taken
     as a whole; all of the issued shares of capital stock of each subsidiary of
     the Company have been duly and validly authorized and issued, are fully
     paid and non-assessable and are owned directly by the Company, free and
     clear of all liens, encumbrances, equities or claims, other than liens
     granted to the lenders (the "Credit Facility Liens") under Triton PCS,
     Inc.'s credit facility and restrictions on the Company with respect to such
     shares in the First Amended and Restated Stockholders' Agreement dated as
     of October 27, 1999 (the "Stockholders' Agreement"), by and among AT&T
     Wireless PCS LLC, the cash equity investors, management stockholders and
     independent directors party thereto and the Company, in each case as
     described in the Prospectus.

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

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

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          (g) The shares of Common Stock (including the Shares to be sold by the
     Selling Shareholders) outstanding prior to the issuance of the Shares to be
     sold by the Company have been duly authorized and are validly issued, fully
     paid and non-assessable.

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

          (i) The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement will not contravene
     (1) any provision of applicable law or the certificate of incorporation or
     by-laws of the Company or (2) in any material respect any provision of any
     agreement or other instrument binding upon the Company or any of its
     subsidiaries that is material to the Company and its subsidiaries, taken as
     a whole, or (3) any judgment, order or decree of any governmental body,
     agency or court having jurisdiction over the Company or any subsidiary, and
     no consent, approval, authorization or order of, or qualification with, any
     governmental body or agency is required for the performance by the Company
     of its obligations under this Agreement, except such as may be required by
     the securities or Blue Sky laws of the various states in connection with
     the offer and sale of the Shares.

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

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

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          (l) Each preliminary prospectus filed as part of the registration
     statement as originally filed or as part of any amendment thereto, or filed
     pursuant to Rule 424 under the Securities Act, complied when so filed in
     all material respects with the Securities Act and the applicable rules and
     regulations of the Commission thereunder.

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

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

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

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

          (q) Subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus,(i) the Company and

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     its subsidiaries have not incurred any material liability or obligation,
     direct or contingent, nor entered into any material transaction not in the
     ordinary course of business;(ii) the Company has not purchased any of its
     outstanding capital stock (other than the repurchase of capital stock from
     former employees in an aggregate amount not in excess of $50,000), nor
     declared, paid or otherwise made any dividend or distribution of any kind
     on its capital stock other than ordinary and customary dividends; and there
     has not been any material change in the capital stock, short-term debt or
     long-term debt of the Company and its consolidated subsidiaries, except in
     each case as described in the Prospectus (exclusive of any amendments or
     supplements thereto subsequent to the date of this Agreement).

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

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

          (t) No material labor dispute with the employees of the Company or any
     of its subsidiaries exists, except as described in or contemplated by the

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     Prospectus, or, to the knowledge of the Company, is imminent; and the
     Company is not aware of any existing, threatened or imminent labor
     disturbance by the employees of any of its principal suppliers,
     manufacturers or contractors that could result in any material adverse
     change in the condition, financial or otherwise, or in the earnings,
     business or operations of the Company and its subsidiaries, taken as a
     whole.

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

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

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

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     to the date of this Agreement) and (iii) are in compliance with all terms
     and conditions of any such Telecom License, except where such noncompliance
     with Telecom Laws, failure to receive required Telecom Licenses, failure to
     have such Telecom Licenses be validly issued or in full force and effect,
     or failure to comply with the terms and conditions of such Telecom Licenses
     would not, singly or in the aggregate, have a material adverse effect on
     the Company and its subsidiaries, taken as a whole.

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

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

          (z) Except as described in the Prospectus (exclusive of any amendments
     or supplements thereto subsequent to the date of this Agreement), each of
     (A) the agreements described in the Prospectus under the captions "Certain
     Relationships and Related Transactions--The Stockholders' Agreement," "--
     License Agreement" and "--Roaming Agreement" and (B) Triton PCS's credit
     facility dated as of February 3, 1998, as amended as of September 22, 1999,
     and September 14, 2000, are in full force and effect. Neither the Company
     nor any of its subsidiaries is, or with the giving of notice or lapse of
     time or both would be, in violation of or in default under (i) any of those
     agreements or (ii) any other indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company or any of
     its subsidiaries is a party or by which any of them are bound, except for
     violations and defaults which individually and in the aggregate are not
     material to the Company and its subsidiaries, taken as a whole.

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

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     is compared with the existing assets at reasonable intervals and
     appropriate action is taken with respect to any differences.

          (bb) Except as described in the Prospectus (exclusive of any
     amendments or supplements thereto subsequent to the date of this
     Agreement), the Company has not sold, issued or distributed any shares of
     Common Stock during the six-month period preceding the date hereof,
     including any sales pursuant to Rule 144A under, or Regulation D or S of,
     the Securities Act, other than those described in Part II of the Company's
     quarterly reports on Form 10-Q (the "Form 10-Qs"), if any, filed since the
     Company's most recent annual report on Form 10-K (the "Form 10-K"), under
     Item 2 and shares issued pursuant to employee benefit plans, qualified
     stock option plans or other employee compensation plans or pursuant to
     outstanding options, rights or warrants.

          (cc) The agreements (the "Filed Agreements") filed or incorporated by
     reference as exhibits to the Registration Statement (or as exhibits to the
     Form 10-K, Form 10-Qs or any other reports filed pursuant to the Exchange
     Act and incorporated by reference thereto in the Registration Statement)
     are the only agreements material to the Company and its Subsidiaries, taken
     as a whole.

     2.  Representations and Warranties of the Selling Shareholders. Each
Selling Shareholder, severally and not jointly, represents and warrants to and
agrees with each of the Underwriters that:

          (a) This Agreement has been duly authorized (except in the case of
     natural persons), executed and delivered by or on behalf of such Selling
     Shareholder.

          (b) The execution and delivery by such Selling Shareholder of, and the
     performance by such Selling Shareholder of its obligations under, this
     Agreement, the Custody Agreement signed by such Selling Shareholder and
     Kleinbard, Bell & Brecker LLP, as Custodian, relating to the deposit of the
     Shares to be sold by such Selling Shareholder (the "Custody Agreement") and
     the Power of Attorney appointing certain individuals as such Selling
     Shareholder's attorneys-in-fact to the extent set forth therein, relating
     to the transactions contemplated hereby and by the Registration Statement
     (the "Power of Attorney") will not contravene (i) any provision of
     applicable law,or the certificate of incorporation or by-laws of such
     Selling Shareholder (if such Selling Shareholder is a corporation), or (ii)
     in any material respect any agreement or other instrument binding upon such

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     Selling Shareholder that is material to such Selling Shareholder or (iii)
     any judgment, order or decree of any governmental body, agency or court
     having jurisdiction over such Selling Shareholder, and no consent,
     approval, authorization or order of, or qualification with, any
     governmental body or agency is required for the performance by such Selling
     Shareholder of its obligations under this Agreement or the Custody
     Agreement or Power of Attorney of such Selling Shareholder, except such as
     have been obtained or as may be required by the securities or Blue Sky laws
     of the various states in connection with the offer and sale of the Shares.

          (c) Such Selling Shareholder has, and on the Closing Date will have,
     valid title to, or a valid "security entitlement" within the meaning of
     Section 8-501 of the New York Uniform Commercial Code in respect of, the
     Shares to be sold by such Selling Shareholder free and clear of all
     security interests, claims, liens, equities or other encumbrances and the
     legal right and power, and all authorization and approval required by law,
     to enter into this Agreement, the Custody Agreement and the Power of
     Attorney and to sell, transfer and deliver the Shares to be sold by such
     Selling Shareholder or a security entitlement in respect of such Shares.

          (d) The Custody Agreement and the Power of Attorney have been duly
     authorized (except in the case of natural persons), executed and delivered
     by such Selling Shareholder and are valid and binding agreements of such
     Selling Shareholder.

          (e) Upon payment for the Shares to be sold by such Selling Shareholder
     pursuant to this Agreement, delivery of such Shares, as directed by the
     Underwriters, to Cede & Co. ("Cede") or such other nominee as may be
     designated by the Depository Trust Company ("DTC"), registration of such
     Shares in the name of Cede or such other nominee and the crediting of such
     Shares on the books of DTC to securities accounts of the Underwriters
     (assuming that neither DTC nor any such Underwriter has notice of any
     adverse claim (within the meaning of Section 8-105 of the New York Uniform
     Commercial Code (the "UCC")) to such Shares), (A) DTC shall be a "protected
     purchaser" of such Shares within the meaning of Section 8-303 of the UCC,
     (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid
     security entitlement in respect of such Shares and (C) no action based on
     any "adverse claim", within the meaning of Section 8-102 of the UCC, to
     such Shares may be asserted against the Underwriters with respect to such
     security entitlement; for purposes of this representation, such Selling
     Shareholder may assume that when such payment, delivery and crediting
     occur, (x) such Shares will have been registered in the name of Cede or

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     another nominee designated by DTC, in each case on the Company's share
     registry in accordance with its certificate of incorporation, bylaws and
     applicable law, (y) DTC will be registered as a "clearing corporation"
     within the meaning of Section 8-102 of the UCC and (z) appropriate entries
     to the accounts of the several Underwriters on the records of DTC will have
     been made pursuant to the UCC.

          (f) All information relating to such Selling Shareholder furnished in
     writing by or on behalf of such Selling Shareholder expressly for use in
     (i) the Basic Prospectus under the caption "Principal and Selling
     Stockholders" and (ii) the Prospectus Supplement under the caption "Selling
     Stockholders" is, and on the Closing Date will be, true, correct and
     complete, and does not, and on the Closing Date will not, contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make such information not
     misleading.

     3.  Agreements to Sell and Purchase. Each Seller, severally and not
jointly, hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from such Seller at $30.48 a share (the "Purchase
Price") the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the
number of Firm Shares to be sold by such Seller as the number of Firm Shares set
forth in Schedule II hereto opposite the name of such Underwriter bears to the
total number of Firm Shares.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Selling Shareholders,
severally and not jointly, agree to sell to the Underwriters the Additional
Shares, and the Underwriters shall have a one-time right to purchase, severally
and not jointly, up to 900,000 Additional Shares at the Purchase Price. If you,
on behalf of the Underwriters, elect to exercise such option, you shall so
notify the Selling Shareholders in writing not later than 30 days after the date
of this Agreement, which notice shall specify the number of Additional Shares to
be purchased by the Underwriters and the date on which such shares are to be
purchased. Such date may be the same as the Closing Date (as defined below) but
not earlier than the Closing Date nor later than ten business days after the
date of such notice. Additional Shares may be purchased as provided in Section
hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Shares. If any Additional Shares are to be
purchased, each Selling Shareholder agrees, severally and not jointly, to sell
the number of Additional Shares (subject to such adjustments to eliminate

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fractional shares as you may determine) that bears the same proportion to the
maximum number of Additional Shares that may be sold by such Selling Shareholder
set forth in Schedule I hereto as the total number of Additional Shares to be
purchased bears to 900,000, and each Underwriter agrees, severally and not
jointly, to purchase from each Selling Shareholder the number of Additional
Shares (subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the total number of Additional
Shares to be sold by such Selling Shareholder as the number of Firm Shares set
forth in Schedule II hereto opposite the name of such Underwriter bears to the
total number of Firm Shares.

     Each Seller hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during
the period ending 90 days after the date of the Prospectus, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, lend
or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise.

     The restrictions contained in the preceding paragraph shall not apply to
(A) the Shares to be sold hereunder, (B) the issuance by the Company of shares
of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Underwriters have been
advised in writing, (C) transactions by any person other than the Company
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the offering of the Shares, (D) the grant
of options or stock under the Company's 1999 Stock and Incentive Plan or
Employee Stock Purchase Plan as in effect on the date hereof or (E) bona fide
gifts, sales or other dispositions of shares of any class of the Company's
capital stock by any Seller other than the Company, in each case that are made
exclusively between and among such Seller or members of such Seller's family, or
affiliates of such Seller, including its partners (if a partnership) or members
(if a limited liability company); provided that it shall be a condition to any
such transfer under clause (E) that (i) the transferee executes an agreement in
the form of Exhibit B hereto, and (ii) no filing by any party (donor, donee,
transferor or transferee) under Section 16(a) of the Exchange Act shall be
required or shall be voluntarily made in connection with such transfer or
distribution (other than a filing on a Form 5 made after the expiration of the
90-day period referred to above). In addition, each Selling Shareholder,

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<PAGE>

severally and not jointly, agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 90 days after the date of the Prospectus, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock.

     If Morgan Stanley & Co. Incorporated shall release any Seller from the
restrictions set forth in the two immediately preceding paragraphs, Morgan
Stanley & Co. Incorporated will, concurrently with such release, provide written
notice to the other Sellers.

     4.  Terms of Public Offering. The Sellers are advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after this Agreement has been entered into as in your
judgment is advisable. The Sellers are further advised by you that the Shares
are to be offered to the public initially at $32.00 a share (the "Public
Offering Price") and to certain dealers selected by you at a price that
represents a concession not in excess of $0.99 a share under the Public Offering
Price.

     5.  Payment and Delivery. Payment for the Firm Shares to be sold by each
Seller shall be made to such Seller in Federal or other funds immediately
available in New York City against delivery of such Firm Shares for the
respective accounts of the several Underwriters at 10:00 a.m., New York City
time, on February 28, 2001, or at such other time on the same or such other
date, not later than March 7, 2001, as shall be designated in writing by you.
The time and date of such payment are hereinafter referred to as the "Closing
Date."

     Payment for any Additional Shares to be sold by each Selling Shareholder
shall be made to such Selling Shareholder in Federal or other funds immediately
available in New York City against delivery of such Additional Shares for the
respective accounts of the several Underwriters at 10:00 a.m., New York City
time, on the date specified in the notice described in Section or at such other
time on the same or on such other date, in any event not later than April 6,
2001, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "Option Closing Date."

     The Firm Shares and Additional Shares shall be registered in such names and
in such denominations as you shall request in writing not later than one full
business day prior to the Closing Date or the Option Closing Date, as the case
may be. The Firm Shares and Additional Shares shall be delivered to you on the
Closing Date or the Option Closing Date, as the case may be, for the respective
accounts of the several Underwriters, with any transfer taxes payable in

                                       13
<PAGE>

connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.

     6.  Conditions to the Underwriters' Obligations. The several obligations of
the Underwriters are subject to the following conditions:

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

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

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

          (b)  The Underwriters shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by an executive officer of
     the Company, to the effect set forth in Section 6(a)(i) above and to the
     effect that the representations and warranties of the Company contained in
     this Agreement are true and correct as of the Closing Date and that the
     Company has complied with all of the agreements and satisfied all of the
     conditions on its part to be performed or satisfied hereunder on or before
     the Closing Date.

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

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

                                       14
<PAGE>

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

               (ii)  each subsidiary of the Company has been duly organized or
          incorporated, is validly existing in good standing under the laws of
          the jurisdiction of its organization or incorporation, has the
          corporate or limited liability company power and authority to own its
          property and to conduct its business as described in the Prospectus;

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

               (iv)  the shares of Common Stock (including the Shares to be sold
          by the Selling Shareholders) outstanding prior to the issuance of the
          Shares to be sold by the Company (other than the 11.5 million shares
          of Common Stock sold in the Company's initial public offering (the
          "IPO Shares")) have been duly authorized and are validly issued, fully
          paid and non-assessable;

               (v)   the issuance of the Shares to be sold by the Company will
          not be subject to any preemptive or, to such counsel's knowledge,
          similar rights;

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

               (vii) the execution and delivery by the Company of, and the
          performance by the Company of its obligations under, this Agreement
          will not contravene any provision of Delaware or Pennsylvania law or
          the certificate of incorporation or by-laws of the Company or any
          Filed Agreement (provided that such counsel need not express any
          opinion with respect to the Stockholders' Agreement) or, to the best

                                       15
<PAGE>

          of such counsel's knowledge, any judgment, order or decree of any
          governmental body, agency or court having jurisdiction over the
          Company or any subsidiary, and no consent, approval, authorization or
          order of, or qualification with, any Delaware or Pennsylvania
          governmental body or agency is required for the performance by the
          Company of its obligations under this Agreement, except such as may be
          required by the securities or Blue Sky laws of the various states in
          connection with the offer and sale of the Shares; provided that such
          counsel need not express any opinion with respect to the
          Communications Act of 1934, as amended, or any rules, regulations or
          orders thereunder;

               (viii) the statements relating to legal matters, documents or
          proceedings included in the Prospectus under the captions "Description
          of Capital Stock" and "Certain Relationships and Related Transactions"
          and "Item 11--Executive Compensation and Employment Agreements--
          Employment Agreements" of the Form 10-K, in each case insofar as such
          statements constitute summaries of the legal matters, documents or
          proceedings referred to therein, fairly present the information called
          for with respect to such legal matters, documents and proceedings and
          fairly summarize the matters referred to therein;

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

               (x)    nothing has come to the attention of such counsel that
          causes such counsel to believe that (A) any part of the Registration
          Statement (except for financial statements and schedules and other
          financial and statistical data included therein as to which such
          counsel need not express any belief), when such part became effective,
          contained any untrue statement of a material fact or omitted to state
          a material fact required to be stated therein or necessary to make the
          statements therein not misleading,(B) the Registration Statement, as
          supplemented by the Prospectus Supplement (except for financial
          statements and schedules and

                                       16
<PAGE>

          other financial and statistical data included therein as to which such
          counsel need not express any belief) on the date of this Agreement
          contained any untrue statement of a material fact or omitted to state
          a material fact required to be stated therein or necessary to make the
          statements therein not misleading (C) or the Prospectus (except for
          financial statements and schedules and other financial and statistical
          data included therein as to which such counsel need not express any
          belief) as of its date or as of the Closing Date contained or contains
          any untrue statement of a material fact or omitted or omits to state a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading.

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

                   (i)   the Shares to be sold by the Company have been duly
               authorized and, when issued and delivered in accordance with the
               terms of this Agreement, will be validly issued, fully paid and
               non-assessable;

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

                   (iii) the execution and delivery by the Company of, and the
               performance by the Company of its obligations under, this
               Agreement will not contravene any provision of United States
               Federal law and will not contravene any provision of the
               Stockholders' Agreement in any material respect, and no consent,
               approval, authorization or order of, or qualification with, any
               United States Federal governmental body or agency is required for
               the performance by the Company of its obligations under this
               Agreement, except such as may be required by the securities or
               Blue Sky laws of the various states in connection with the offer
               and sale of the Shares by the Underwriters; provided that such
               counsel need not express any opinion with respect to the
               Communications Act of 1934, as amended, or any rules, regulations
               or orders thereunder;

                    (iv) the statements relating to legal matters, documents or
               proceedings included in (A) the Prospectus under the captions
               "Certain Material United States Tax Consequences to Non-U.S.

                                       17
<PAGE>

               Holders", "Description of Certain Indebtedness" and
               "Underwriters" (but only as to the description of this Agreement)
               and the Registration Statement in Item 15, in each case insofar
               as such statements constitute summaries of the legal matters,
               documents or proceedings referred to therein, fairly present the
               information called for with respect to such legal matters,
               documents and proceedings and fairly summarize the matters
               referred to therein;

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

                    (vi)  the IPO Shares have been duly authorized, and are
               validly issued, fully paid and non-assessable;

                    (vii) nothing has come to the attention of such counsel that
               causes such counsel to believe that (A) any document, if any,
               filed pursuant to the Exchange Act and incorporated by reference
               in the Prospectus (except for financial statements and schedules
               and other financial and statistical data included therein as to
               which such counsel need not express any opinion) did not comply
               when so filed as to form in all material respects with the
               Exchange Act and the applicable rules and regulations of the
               Commission thereunder, (B) the Registration Statement or the
               Prospectus (except for financial statements and schedules and
               other financial and statistical data included therein, as to
               which such counsel need not express any belief) do not comply as
               toform in all material respects with the requirements of the
               Securities Act and the applicable rules and regulations of the
               Commission thereunder, (C) any part of the Registration Statement
               (except for financial statements and schedules and other
               financial and statistical data included therein as to which such
               counsel need not express any belief), when such part became
               effective, contained any untrue statement of a material fact or
               omitted to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading, (D) the
               Registration Statement, as supplemented by the Prospectus
               Supplement (except for financial statements and schedules and
               other financial and statistical data included therein as to which
               such counsel need not express any belief) on the date of this
               Agreement contained any untrue

                                       18
<PAGE>

               statement of a material fact or omitted to state a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading or (E) the Prospectus (except for
               financial statements and schedules and other financial and
               statistical data included therein as to which such counsel need
               not express any belief) as of its date or as of the Closing Date
               contained or contains any untrue statement of a material fact or
               omitted or omits to state a material fact necessary in order to
               make the statements therein, in the light of the circumstances
               under which they were made, not misleading.

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

                    (f) The Underwriters shall have received on the Closing
               Date an opinion of Mayer, Brown & Platt, counsel for the Selling
               Shareholders (other than Messrs. Kalogris and Skinner and First
               Union Affordable Housing Community Development Corporation
               ("First Union")), dated the Closing Date, to the effect that:

                         (A) this Agreement has been duly authorized, executed
                    and delivered by or on behalf of each of such Selling
                    Shareholders;

                         (B) the execution and delivery by each such Selling
                    Shareholder of, and the performance by such Selling
                    Shareholder of its obligations under, this Agreement and the
                    Custody Agreement and Powers of Attorney of such Selling
                    Shareholder will not contravene any provision of applicable
                    law, or the certificate of incorporation or by-laws (if such
                    Selling Shareholder is a corporation), the partnership
                    agreement (if such Selling Shareholder is a partnership) or
                    the operating agreement (if such Selling Shareholder is a
                    limited liability company) of such Selling Shareholder, and
                    no consent, approval, authorization or order of, or
                    qualification with, any governmental body or agency is
                    required for the performance by such Selling Shareholder of
                    its obligations under this Agreement or the Custody
                    Agreement or Power of Attorney of such Selling Shareholder,
                    except such as have been obtained or as may be required by
                    the securities or Blue Sky laws of the various states in
                    connection with offer and sale of the Shares;

                                       19
<PAGE>

                         (C) each of such Selling Shareholders has valid title
                    to, or a valid security entitlement in respect of, the
                    Shares to be sold by such Selling Shareholder free and clear
                    of all security interests, claims, liens, equities and other
                    encumbrances, and each of such Selling Shareholders has the
                    legal right and power, and all authorization and approval
                    required by law, to enter into this Agreement and the
                    Custody Agreement and Power of Attorney of such Selling
                    Shareholder and to sell, transfer and deliver the Shares to
                    be sold by such Selling Shareholder or a security
                    entitlement in respect of such Shares;

                         (D) the Custody Agreement and the Power of Attorney of
                    each such Selling Shareholder have been duly authorized,
                    executed and delivered by such Selling Shareholder and are
                    valid and binding agreements of such Selling Shareholder;

                         (E) upon delivery of the Shares to be sold by such
                    Selling Shareholders pursuant to the Underwriting Agreement
                    and payment therefor as contemplated therein, the
                    Underwriters will acquire good and marketable title to such
                    Shares free and clear of any lien, claim, security interest
                    or other encumbrance, restriction on transfer or other
                    defect in title.

               (ii) an opinion of Alston & Bird LLP, counsel for First Union,
          dated the Closing Date, to the effect that:

                         (A) this Agreement has been duly authorized, executed
                    and delivered by or on behalf of such Selling Shareholder;

                         (B) the execution and delivery by such Selling
                    Shareholder of, and the performance by such Selling
                    Shareholder of its obligations under, this Agreement and the
                    Custody Agreement and Powers of Attorney of such Selling
                    Shareholder will not contravene any provision of applicable
                    law, or the certificate of incorporation or by-laws of such
                    Selling Shareholder, or, to the best of such counsel's
                    knowledge, any material agreement or other instrument
                    binding upon such Selling Shareholder or, to the best of
                    such counsel's knowledge, any judgment, order or decree of
                    any governmental body, agency or court having jurisdiction
                    over such Selling Shareholder, and no consent, approval,
                    authorization or order of, or qualification with, any
                    governmental body or agency is required for the performance
                    by such Selling Shareholder of its obligations under this

                                       20
<PAGE>

                    Agreement or the Custody Agreement or Power of Attorney of
                    such Selling Shareholder, except such as may be required by
                    the securities or Blue Sky laws of the various states in
                    connection with the offer and sale of the Shares;

                          C) to the best of such counsel's knowledge, such
                    Selling Shareholder has valid title to the Shares to be sold
                    by such Selling Shareholder free and clear of all security
                    interests, claims, liens, equities and other encumbrances,
                    and such Selling Shareholder has the legal right and power,
                    and all authorization and approval required by law, to enter
                    into this Agreement and the Custody Agreement and Power of
                    Attorney of such Selling Shareholder and to sell, transfer
                    and deliver the Shares to be sold by such Selling
                    Shareholder or a security entitlement in respect of such
                    Shares;

                         (D) the Custody Agreement and the Power of Attorney of
                    such Selling Shareholder have been duly authorized, executed
                    and delivered by such Selling Shareholder and are valid and
                    binding agreements of such Selling Shareholder;

                         (E) assuming that (1) the Underwriters acquire their
                    interests in the Shares to be sold by such Selling
                    Shareholder to the Underwriters without notice of any
                    adverse claim (within the meaning of Article 8 of the
                    Uniform Commercial Code), (2) the Underwriters have paid the
                    full purchase price for such Shares in accordance with the
                    Underwriting Agreement and (3) such Shares have been
                    credited to the securities accounts of the Underwriters
                    maintained with DTC, then the Underwriters will have a
                    security entitlement (within the meaning of Article 8 of the
                    Uniform Commercial Code) to such Shares purchased by the
                    Underwriters, and pursuant to Article 8 of the Uniform
                    Commercial Code, no action based on an adverse claim to such
                    Shares, whether framed in conversion, replevin, constructive
                    trust, equitable lien or other theory, may be asserted
                    against the Underwriters.

               (iii) an opinion of Kleinbard, Bell & Brecker LLP, counsel for
          Messrs. Kalogris and Skinner, dated the Closing Date, to the effect
          that:

                     (A) this Agreement has been duly executed and delivered by
               or on behalf of each of such Selling Shareholders;

                     (B) the execution and delivery by each such Selling
               Shareholder of, and the performance by such Selling Shareholder
               of its obligations

                                       21
<PAGE>

          under, this Agreement and the Custody Agreement and Powers of Attorney
          of such Selling Shareholder will not contravene any provision of
          applicable law, or, to such counsel's knowledge, any material
          agreement or other instrument binding upon such Selling Shareholder
          or, to such counsel's knowledge, any judgment, order or decree of any
          governmental body, agency or court having jurisdiction over such
          Selling Shareholder, and no consent, approval, authorization or order
          of, or qualification with, any governmental body or agency is required
          for the performance by such Selling Shareholder of his obligations
          under this Agreement or the Custody Agreement or Power of Attorney of
          such Selling Shareholder, except such as may be required by the
          securities or Blue Sky laws of the various states in connection with
          offer and sale of the Shares;

               (C) each of such Selling Shareholders is the sole registered
          owner of the Shares to be sold by such Selling Shareholder, and, to
          such counsel's knowledge, such Shares are owned by such Selling
          Shareholder free and clear of all security interests, claims, liens,
          equities and other encumbrances, and each has the legal right and
          power, and all authorization and approval required by law, to enter
          into this Agreement and the Custody Agreement and Power of Attorney of
          such Selling Shareholder and to sell, transfer and deliver the Shares
          to be sold by such Selling Shareholder;

               (D) the Custody Agreement and the Power of Attorney of each such
          Selling Shareholder have been duly executed and delivered by such
          Selling Shareholder and are valid and binding agreements of such
          Selling Shareholder;

               (E) upon delivery of the Shares to be sold by such Selling
          Shareholders pursuant to the Underwriting Agreement and payment
          therefor as contemplated therein, the Underwriters will acquire good
          and marketable title to such Shares free and clear of any lien, claim,
          security interest or other encumbrance, restriction on transfer or
          other defect in title.

               (g) The Underwriters shall have received on the Closing Date an
          opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated
          the Closing Date, covering the matters referred to in Sections
          6(d)(i), 6(d)(ii),6(d)(iv) , (but only as to the statements in the
          Prospectus under "Underwriters") and6(d)(vii) (B), 6(d)(vii) (D) and
          6(d)(vii)(E) above.

                                       22
<PAGE>

               With respect to Sections 6(c)(x) and 6(d)(vii) above, Kleinbard,
          Bell & Brecker LLP and Dow, Lohnes & Albertson PLLC may state that
          their beliefs are based upon their participation in the preparation of
          the Registration Statement and Prospectus and any amendments or
          supplements thereto and documents incorporated by reference thereto
          and review and discussion of the contents thereof, but are without
          independent check or verification, except as specified. With respect
          to Sections (B), 6(d)(vi)(D) and 6(d)(vi)(E) above, Davis Polk &
          Wardwell may state that their opinion and belief are based upon their
          participation in the preparation of the Registration Statement and
          Prospectus and any amendments or supplements thereto (but not
          including documents incorporated therein by reference) and review and
          discussion of the contents thereof (including documents incorporated
          therein by reference), but are without independent check or
          verification, except as specified. With respect to Section 6(f) above,
          Mayer, Brown & Platt, Alston & Bird LLP and Kleinbard, Bell & Brecker
          LLP may rely upon an opinion or opinions of counsel for any Selling
          Shareholders and, with respect to factual matters and to the extent
          such counsel deems appropriate, upon the representations of each
          Selling Shareholder contained herein and in the Custody Agreement and
          Power of Attorney of such Selling Shareholder and in other documents
          and instruments; provided that (A) each such counsel for the Selling
          Shareholders is satisfactory to your counsel, (B) a copy of each
          opinion so relied upon is delivered to you and is in form and
          substance satisfactory to your counsel, (C) copies of such Custody
          Agreements and Powers of Attorney and of any such other documents and
          instruments shall be delivered to you and shall be in form and
          substance satisfactory to your counsel and (D) Mayer, Brown & Platt,
          Alston & Bird LLP or Kleinbard, Bell & Brecker LLP, as the case may
          be, shall state in their opinion that they are justified in relying on
          each such other opinion.

               The opinions of Kleinbard, Bell & Brecker LLP, Dow, Lohnes &
          Albertson PLLC, Mayer, Brown & Platt and Alston & Bird LLP described
          in Sections 6(c) ,6(d) ,6(e) and 6(f) above and any opinions ofcounsel
          for any Selling Shareholder referred to in the immediately preceding
          paragraph shall be rendered to the Underwriters at the request of the
          Company or one or more of the Selling Shareholders, as the case may
          be, and shall so state therein.

               (h) The Underwriters shall have received, on each of the date
          hereof and the Closing Date, letters dated the date hereof or the
          Closing Date, as the case may be, in form and substance satisfactory
          to the Underwriters, from (i) PricewaterhouseCoopers LLP, independent
          public accountants, and (ii) Arthur Andersen LLP, independent public

                                       23
<PAGE>

          accountants, in each case containing statements and information of the
          type ordinarily included in accountants' "comfort letters" to
          underwriters with respect to the financial statements and certain
          financial information contained in or incorporated by reference into
          the Prospectus; provided that the letters delivered on the Closing
          Date shall use a "cut-off date" not earlier than the date hereof.

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

          The several obligations of the Underwriters to purchase Additional
     Shares hereunder are subject to the delivery to you on the Option Closing
     Date of such documents as you may reasonably request with respect to the
     good standing of the Company, the due authorization and issuance of the
     Additional Shares, other matters related to the issuance of the Additional
     Shares and the transfer of title to the Additional Shares to the
     Underwriters.

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

               (a) To furnish to you, without charge, five copies of the
          Registration Statement (including exhibits thereto) and for delivery
          to each other Underwriter a conformed copy of the Registration
          Statement (without exhibits thereto) and to furnish to you in New York
          City, without charge, prior to 10:00 a.m. New York City time on the
          business day next succeeding the date of this Agreement and during the
          period mentioned in Section 7(c) below, as many copies of the
          Prospectus, any documents incorporated by reference therein and any
          supplements and amendments thereto or to the Registration Statement as
          you may reasonably request.

               (b) Before amending or supplementing the Registration Statement
          or the Prospectus with respect to the Shares, to furnish to you a copy
          of each such proposed amendment or supplement and not to file any such
          proposed amendment or supplement to which you reasonably object, and
          to file with the Commission within the applicable period specified in
          Rule 424(b) under the Securities Act any prospectus required to be
          filed pursuant to such Rule.

                                       24
<PAGE>

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

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

               (e) To make generally available to the Company's security holders
          and to you as soon as practicable an earning statement covering the
          twelve-month period ending March 31, 2002 that satisfies the
          provisions of Section 11(a) of the Securities Act and the rules and
          regulations of the Commission thereunder.

          8.   Expenses. Whether or not the transactions contemplated in this
     Agreement are consummated or this Agreement is terminated, the Company
     agrees to pay or cause to be paid all expenses incident to the performance
     of their obligations under this Agreement, including: (i) the fees,
     disbursements and expenses of the Company's counsel, the Company's
     accountants in connection with the registration and delivery of the Shares
     under the Securities Act and all other fees or expenses in connection with
     the preparation and filing of the Registration Statement, any preliminary
     prospectus, the Prospectus and amendments and supplements to any of the
     foregoing, including all printing costs associated therewith, and the
     mailing and delivering of copies thereof to the Underwriters and dealers,
     in the quantities hereinabove specified,(ii) all costs and expenses related
     to the transfer and delivery of the Shares to the Underwriters, including
     any transfer or other taxes payable thereon, the (iii) cost of printing or
     producing any Blue Sky or Legal Investment memorandum in connection with
     the offer and sale of the Shares under state securities laws and all
     expenses in

                                       25
<PAGE>

     connection with the qualification of the Shares for offer and sale under
     state securities laws as provided in Section 7(d) hereof, including filing
     fees and the reasonable fees and disbursements of counsel for the
     Underwriters in connection with such qualification and in connection with
     the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the
     reasonable fees and disbursements of counsel to the Underwriters incurred
     in connection with the review and qualification of the offering of the
     Shares by the National Association of Securities Dealers, Inc.,(v) all fees
     and expenses in connection with the preparation and filing of the
     registration statement on Form 8-A relating to the Common Stock and all
     costs and expenses incident to listing the Shares on the Nasdaq National
     Market,(vi) the cost of printing certificates representing the Shares, the
     costs and charges of any transfer agent, registrar or depositary, (viii)
     the costs and expenses of the Company relating to investor presentations on
     any "road show" undertaken in connection with the marketing of the offering
     of the Shares, including, without limitation, expenses associated with the
     production of road show slides and graphics, fees and expenses of any
     consultants engaged in connection with the road show presentations with the
     prior approval of the Company, travel and lodging expenses of the
     representatives and officers of the Company and any such consultants, and
     the cost of any aircraft chartered in connection with the road show and
     (ix) all other costs and expenses incident to the performance of the
     obligations of the Company hereunder for which provision is not otherwise
     made in this Section; provided that the Selling Shareholders agree to pay
     the fees, disbursements and expenses of the counsel for the Selling
     Shareholders. It is understood, however, that except as provided in this
     Section, Section 9 entitled "Indemnity and Contribution," and the last
     paragraph of Section 11 below, the Underwriters will pay all of their costs
     and expenses, including fees and disbursements of their counsel, stock
     transfer taxes payable on resale of any of the Shares by them and any
     advertising expenses connected with any offers they may make.

          The provisions of this Section shall not supersede or otherwise affect
     any agreement that the Sellers may otherwise have for the allocation of
     such expenses among themselves.

          9. Indemnity and Contribution. (a)The Company agrees to indemnify and
     hold harmless each Underwriter and each person, if any, who controls any
     Underwriter within the meaning of either Section 15 of the Securities Act
     or Section 20 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") and each affiliate of any Underwriter within the meaning of
     Rule 405 under the Securities Act, from and against any and all losses,
     claims, damages and liabilities (including, without limitation, any legal
     or other expenses reasonably incurred in connection with defending or
     investigating any such action or claim) caused by any untrue statement or
     alleged untrue statement of a material fact contained in the Registration
     Statement or any amendment thereof, any preliminary prospectus or the
     Prospectus (as amended or supplemented if the Company shall have furnished
     any amendments or supplements thereto), or caused by any omission or
     alleged omission to state therein a material fact required to be stated

                                       26
<PAGE>

     therein or necessary to make the statements therein not misleading, except
     insofar as such losses, claims, damages or liabilities are caused by any
     such untrue statement or omission or alleged untrue statement or omission
     based upon information relating to any Underwriter furnished to the Company
     in writing by such Underwriter through you expressly for use therein;
     provided that the foregoing indemnity agreement with respect to any
     preliminary prospectus shall not inure to the benefit of any Underwriter
     from whom the person asserting any such losses, claims, damages or
     liabilities purchased Shares, or any person controlling such Underwriter,
     if a copy of the Prospectus (as then amended or supplemented if the Company
     shall have furnished any amendments or supplements thereto) was not sent or
     given by or on behalf of such Und(a)aberwriter to such person, if required
     by law so to have been delivered, at or prior to the written confirmation
     of the sale of the Shares to such person, and if the Prospectus (as so
     amended or supplemented) would have cured the defect giving rise to such
     losses, claims, damages or liabilities, unless such failure is the result
     of noncompliance by the Company with Section 7(a) hereof.

          (b) Each Selling Shareholder agrees, severally and not jointly, to
     indemnify and hold harmless each Underwriter and each person, if any, who
     controls any Underwriter within the meaning of either Section 15 of the
     Securities Act or Section 20 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") and each affiliate of any Underwriter within
     the meaning of Rule 405 under the Securities Act, from and against any and
     all losses, claims, damages and liabilities (including, without limitation,
     any legal or other expenses reasonably incurred in connection with
     defending or investigating any such action or claim) caused by any untrue
     statement or alleged untrue statement of a material fact contained in the
     Registration Statement or any amendment thereof, any preliminary prospectus
     or the Prospectus (as amended or supplemented if the Company shall have
     furnished any amendments or supplements thereto), or caused by any omission
     or alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, but
     only with reference to information relating to such Selling Shareholder
     furnished in writing by or on behalf of such Selling Shareholder expressly
     for use in (i) the Basic Prospectus under the caption "Principal and
     Selling Stockholders" or (ii) the Prospectus Supplement under the caption
     "Selling Stockholders"; provided that the foregoing indemnity agreement
     with respect to any preliminary prospectus shall not inure to the benefit
     of any Underwriter from whom the person asserting any such losses, claims,
     damages or liabilities purchased Shares, or any person controlling such
     Underwriter, if a copy of the Prospectus (as then amended or supplemented

                                       27
<PAGE>

          if the Company shall have furnished any amendments or supplements
     thereto) was not sent or given by or on behalf of such Underwriter to such
     person, if required by law so to have been delivered, at or prior to the
     written confirmation of the sale of the Shares to such person, and if the
     Prospectus (as so amended or supplemented) would have cured the defect
     giving rise to such losses, claims, damages or liabilities, unless such
     failure is the result of noncompliance by the Company with Section 7(a)
     hereof. The liability of each Selling Shareholder under the indemnity
     agreement contained in this paragraph shall be limited to an amount equal
     to the aggregate Public Offering Price of the Shares sold by such Selling
     Shareholder under this Agreement, less applicable underwriting discounts
     and commissions.

          (c) Each Underwriter agrees, severally and not jointly, to indemnify
     and hold harmless the Company, the Selling Shareholders, the directors of
     the Company, the officers of the Company who sign the Registration
     Statement and each person, if any, who controls the Company or any Selling
     Shareholder within the meaning of either Section 15 of the Securities Act
     or Section 20 of the Exchange Act, from and against any and all losses,
     claims, damages and liabilities (including, without limitation, any legal
     or other expenses reasonably incurred in connection with defending or
     investigating any such action or claim) caused by any untrue statement or
     alleged untrue statement of a material fact contained in the Registration
     Statement or any amendment thereof, any preliminary prospectus or the
     Prospectus (as amended or supplemented if the Company shall have furnished
     any amendments or supplements thereto), or caused by any omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, but
     only with reference to information relating to such Underwriter furnished
     to the Company in writing by such Underwriter through you expressly for use
     in the Registration Statement, any preliminary prospectus, the Prospectus
     or any amendments or supplements thereto.

          (d) In case any proceeding (including any governmental investigation)
     shall be instituted involving any person in respect of which indemnity may
     be sought pursuant to Section 9(a),(b),or 9(c)such person (the "indemnified
     party") shall promptly notify the person against whom such indemnity may be
     sought (the "indemnifying party") in writing and the indemnifying party,
     upon request of the indemnified party, shall retain counsel reasonably
     satisfactory to the indemnified party to represent the indemnified party
     and any others the indemnifying party may designate in such proceeding and
     shall pay the fees and disbursements of such counsel related to such
     proceeding. In any such proceeding, any indemnified party shall have the
     right to retain its own counsel, but the fees and expenses of such counsel
     shall be at the expense of such indemnified party unless (i) the
     indemnifying party and the indemnified party shall have mutually agreed to

                                       28
<PAGE>

     the retention of such counsel or (ii) the named parties to any such
     proceeding (including any impleaded parties) include both the indemnifying
     party and the indemnified party and representation of both parties by the
     same counsel would be inappropriate due to actual or potential differing
     interests between them. It is understood that the indemnifying party shall
     not, in respect of the legal expenses of any indemnified party in
     connection with any proceeding or related proceedings in the same
     jurisdiction, be liable for (i) the fees and expenses of more than one
     separate firm (in addition to any local counsel) for all Underwriters and
     all persons, if any, who control any Underwriter within the meaning of
     either Section 15 of the Securities Act or Section 20 of the Exchange Act
     or who are affiliates of any Underwriter within the meaning of Rule 405
     under the Securities Act, (ii) the fees and expenses of more than one
     separate firm (in addition to any local counsel) for the Company, its
     directors, its officers who sign the Registration Statement and each
     person, if any, who controls the Company within the meaning of either such
     Section and (iii) the fees and expenses of more than one separate firm (in
     addition to any local counsel) for all Selling Shareholders and all
     persons, if any, who control any Selling Shareholder within the meaning of
     either such Section, and that all such fees and expenses shall be
     reimbursed as they are incurred. In the case of any such separate firm for
     the Underwriters and such control persons and affiliates of any
     Underwriters, such firm shall be designated in writing by Morgan Stanley &
     Co. Incorporated. In the case of any such separate firm for the Company,
     and such directors, officers and control persons of the Company, such firm
     shall be designated in writing by the Company. In the case of any such
     separate firm for the Selling Shareholders and such control persons of any
     Selling Shareholders, such firm shall be designated in writing by the
     persons named as attorneys-in-fact for the Selling Shareholders under the
     Powers of Attorney. The indemnifying party shall not be liable for any
     settlement of any proceeding effected without its written consent, but if
     settled with such consent or if there be a final judgment for the
     plaintiff, the indemnifying party agrees to indemnify the indemnified party
     from and against any loss or liability by reason of such settlement or
     judgment. Notwithstanding the foregoing sentence, if at any time an
     indemnified party shall have requested an indemnifying party to reimburse
     the indemnified party for fees and expenses of counsel as contemplated by
     the second and third sentences of this paragraph, the indemnifying party
     agrees that it shall be liable for any settlement of any proceeding
     effected without its written consent if (i) such settlement is entered into
     more than 120 days after receipt by such indemnifying party of the
     aforesaid re(d)abquest; (ii) such indemnifying party shall have received
     notice of the terms of such settlement at least 90 days prior to such
     settlement being entered into and (iii) such indemnifying party shall not
     have reimbursed the indemnified party in accordance with such request prior
     to the date of such settlement. No indemnifying party shall, without the
     prior written consent of the indemnified party, effect any settlement of
     any pending or threatened proceeding in respect of which any indemnified

                                       29
<PAGE>

     party is or could have been a party and indemnity could have been sought
     hereunder by such indemnified party, unless such settlement includes an
     unconditional release of such indemnified party from all liability on
     claims that are the subject matter of such proceeding.

          (e) To the extent the indemnification provided for in Section 9(a)
     ,9(b) or 9(c) is unavailable to an indemnified party or insufficient in
     respect of any losses, claims, damages or liabilities referred to therein,
     then each indemnifying party under such paragraph, in lieu of indemnifying
     such indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the indemnifying party or parties on the
     one hand and the indemnified party or parties on the other hand from the
     offering of the Shares or (ii)if the allocation provided by clause 9(e)(i)
     above is not permitted by applicable law, in such proportion as is
     appropriate to reflect not only the relative benefits referred to in clause
     9(e)(i) above but also the relative fault of the indemnifying party or
     parties on the one hand and of the indemnified party or parties on the
     other hand in connection with the statements or omissions that resulted in
     such losses, claims, damages or liabilities, as well as any other relevant
     equitable considerations. The relative benefits received by the Sellers on
     the one hand and the Underwriters on the other hand in connection with the
     offering of the Shares shall be deemed to be in the same respective
     proportions as the net proceeds from the offering of the Shares (before
     deducting expenses) received by the Sellers and the total underwriting
     discounts and commissions received by the Underwriters, in each case as set
     forth in the table on the cover of the Prospectus, bear to the aggregate
     Public Offering Price of the Shares. The relative fault of the Sellers on
     the one hand and the Underwriters on the other hand shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the Sellers or by the
     Underwriters and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The Underwriters' respective obligations to contribute pursuant
     to this Section 9 are several in proportion to the respective number of
     Shares they have purchased hereunder, and not joint. The liability of each
     Selling Shareholder under the contribution agreement contained in this
     paragraph shall be limited to an amount equal to the aggregate Public
     Offering Price of the Shares sold by such Selling Shareholder under this
     Agreement, less applicable underwriting discounts and commissions.

          (f) The Sellers and the Underwriters agree that it would not be just
     or equitable if contribution pursuant to this Section 9 were determined by
     pro rata allocation (even if the Underwriters were treated as one entity
     for such purpose) or by any other method of allocation that does not take

                                       30
<PAGE>

     account of the equitable considerations referred to in Section9(e) . The
     amount paid or payable by an indemnified party as a result of the losses,
     claims, damages and liabilities referred to in the immediately preceding
     paragraph shall be deemed to include, subject to the limitations set forth
     above, any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any such action or
     claim. Notwithstanding the provisions of this Section , no Underwriter
     shall be required to contribute any amount in excess of the amount by which
     the total price at which the Shares underwritten by it and distributed to
     the public were offered to the public exceeds the amount of any damages
     that such Underwriter has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     remedies provided for in this Section are not exclusive and shall not limit
     any rights or remedies which may otherwise be available to any indemnified
     party at law or in equity.

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

          10.  Termination. This Agreement shall be subject to termination by
     notice given by you to the Sellers, if(a) after the execution and delivery
     of this Agreement and prior to the Closing Date(i) trading generally shall
     have been suspended or materially limited on or by, as the case may be, any
     of the New York Stock Exchange, the American Stock Exchange, or the
     National Association of Securities Dealers, Inc.,(ii) trading of any
     securities of the Company shall have been suspended on any exchange or in
     any over-the-counter market,(iii) a general moratorium on commercial
     banking activities in New York shall have been declared by either Federal
     or New York State authorities or(iv) there shall have occurred any outbreak
     or escalation of hostilities or any change in financial markets or any
     calamity or crisis that, in your judgment, is material and adverse and(b)
     in the case of any of the events specified in clauses 10(a)(i) through ,
     10(a)(iv) such event, singly or together with any other such event, makes
     it, in your judgment, impracticable to market the Shares on the terms and
     in the manner contemplated in the Prospectus.

                                       31
<PAGE>

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

          If, on the Closing Date or the Option Closing Date, as the case may
     be, any one or more of the Underwriters shall fail or refuse to purchase
     Shares that it has or they have agreed to purchase hereunder on such date,
     and the aggregate number of Shares which such defaulting Underwriter or
     Underwriters agreed but failed or refused to purchase is not more than one-
     tenth of the aggregate number of the Shares to be purchased on such date,
     the other Underwriters shall be obligated severally in the proportions that
     the number of Firm Shares set forth opposite their respective names in
     Schedule II bears to the aggregate number of Firm Shares set forth opposite
     the names of all such non-defaulting Underwriters, or in such other
     proportions as you may specify, to purchase the Shares which such
     defaulting Underwriter or Underwriters agreed but failed or refused to
     purchase on such date; provided that in no event shall the number of Shares
     that any Underwriter has agreed to purchase pursuant to this Agreement be
     increased pursuant to this Section 11 by an amount in excess of one-ninth
     of such number of Shares without the written consent of such Underwriter.
     If, on the Closing Date, any Underwriter or Underwriters shall fail or
     refuse to purchase Firm Shares and the aggregate number of Firm Shares with
     respect to which such default occurs is more than one-tenth of the
     aggregate number of Firm Shares to be purchased, and arrangements
     satisfactory to you, the Company and the Selling Shareholders for the
     purchase of such Firm Shares are not made within 36 hours after such
     default, this Agreement shall terminate without liability on the part of
     any non-defaulting Underwriter, the Company or the Selling Shareholders. In
     any such case either you or the relevant Sellers shall have the right to
     postpone the Closing Date, but in no event for longer than seven days, in
     order that the required changes, if any, in the Registration Statement and
     in the Prospectus or in any other documents or arrangements may be
     effected. If, on the Option Closing Date, any Underwriter or Underwriters
     shall fail or refuse to purchase Additional Shares and the aggregate number
     of Additional Shares with respect to which such default occurs is more than
     one-tenth of the aggregate number of Additional Shares to be purchased, the
     non-defaulting Underwriters shall have the option to (i) terminate their
     obligation hereunder to purchase Additional Shares or (ii) purchase not
     less than the number of Additional Shares that such non-defaulting
     Underwriters would have been obligated to purchase in the absence of such
     default. Any action taken under this paragraph shall not relieve any
     defaulting Underwriter from liability in respect of any default of such
     Underwriter under this Agreement.

          If this Agreement shall be terminated by the Underwriters, or any of
     them, because of any failure or refusal on the part of any Seller to comply
     with the terms or to fulfill any of the conditions of this Agreement, or if
     for any reason any Seller shall be unable to perform its obligations under

                                       32
<PAGE>

     this Agreement, the Sellers will reimburse the Underwriters or such
     Underwriters as have so terminated this Agreement with respect to
     themselves, severally, for all out-of-pocket expenses (including the fees
     and disbursements of their counsel) reasonably incurred by such
     Underwriters in connection with this Agreement or the offering contemplated
     hereunder.

          12. Stockholders' Agreement. The Selling Shareholders confirm to the
     Company that they do not need written notice of the filing of the
     Registration Statement under the Stockholders' Agreement, and that the
     filing of the Registration Statement satisfies any obligations that the
     Company may have to the Selling Shareholders under the Stockholders'
     Agreement to register the offering of the Shares that the Selling
     Shareholders propose to sell.

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

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

                                       33
<PAGE>

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


                                            Very truly yours,

                                            TRITON PCS HOLDINGS, INC.


                                            By: /s/ David Clark
                                               ----------------------------
                                            Name:  David Clark
                                            Title: Chief Financial Officer


                                            The Selling Shareholders named in
                                            Schedule I hereto, acting severally


                                            By: /s/ David Clark
                                              ------------------------------
                                              Attorney-in-Fact
<PAGE>

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
FIRST UNION SECURITIES, INC.
ROBERT W. BAIRD & CO. INCORPORATED

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

By:   Morgan Stanley & Co. Incorporated


By:   /s/ Robert M. Shepardson
      -------------------------------
      Name:  Robert M. Shepardson
      Title: Mangaing Director
<PAGE>

                                                                      SCHEDULE I

<TABLE>
                                                                           Maximum Number
                                             Number of Firm               of Additional
 Selling Shareholder                        Shares To Be Sold               To Be Sold
------------------------------------      ----------------------          ---------------
<S>                                       <C>                             <C>
Michael E. Kalogris                                 135,653                     48,835
Steven R. Skinner                                   100,256                     36,092
J.P. Morgan Partners (23A SBIC), LLC                633,184                    227,946
J.P. Morgan SBIC LLC                                530,253                    190,891
Sixty Wall Street SBIC Fund, L.P.                    26,502                      9,541
Equity-Linked Investors-II                          614,195                    221,110
Toronto Dominion Capital (U.S.A.), Inc.             153,549                     55,278
First Union Affordable Housing Community            210,526                     75,790
Development Corporation
DAG-Triton PCS, L.P.                                 95,882                     34,517
                                             ------------------            ----------------
Total:                                            2,500,000                    900,000
                                             ==================            ================
</TABLE>

                                      I-1
<PAGE>

                                                                     SCHEDULE II

<TABLE>
<CAPTION>
                                                        Number of Firm Shares To Be
        Underwriter                                             Purchased
--------------------------------------               -------------------------------
<S>                                                  <C>
Morgan Stanley & Co. Incorporated                                  2,137,500
Salomon Smith Barney Inc.                                          2,137,500
First Union Securities, Inc.                                         855,000
Robert W. Baird & Co. Incorporated.                                  570,000
ABN AMRO Incorporated                                                 60,000
CIBC World Markets Corp.                                              60,000
Credit Lyonnais Securities (USA) Inc.                                 60,000
Edward D. Jones & Co., L.P.                                           60,000
Thomas Weisel Partners LLC                                            60,000
                                                                  --------------
     Total Firm Shares                                             6,000,000
                                                                  ==============
</TABLE>

                                     II-1
<PAGE>

                                                                       EXHIBIT A

                [FORM OF OPINION OF DOW LOHNES & ALBERTSON PLLC,
                   SPECIAL REGULATORY COUNSEL FOR THE COMPANY]



         We have represented Triton PCS Holdings, Inc., a Delaware corporation
(the "Company"), as special communications counsel in connection with the
Underwriting Agreement (the "Agreement") dated as of February 22, 2001, by and
among the Company, the Selling Shareholders and you as representatives of the
several underwriters listed therein (collectively, the "Underwriters"). This
opinion is delivered to you pursuant to Section 6(e) of the Agreement.
Capitalized terms defined in the Agreement and used herein without definition
shall have the meanings given such terms in the Agreement.

         As special communications counsel to the Company, we address only
matters within the jurisdiction of the FCC pertaining to the regulation of
commercial mobile radio services ("CMRS") under the Communications Act of 1934,
as amended, and the rules, regulations, published and publicly available orders
and published and publicly available policy statements promulgated by the FCC
(collectively, the "Communications Laws") with respect to the Personal
Communications Services ("PCS") and cellular licenses, permits, and other
authorizations issued to the Company and its subsidiaries as listed in Annex A
hereto (the "FCC Licenses"). We have not reviewed or considered any requirements
imposed by the laws of any state or any state public service commission or
similar agency in rendering this opinion. We have examined the Agreement, the
Basic Prospectus dated February 2, 2001, and the final Prospectus Supplement
dated February 22, 2001 (such Basic Prospectus and Prospectus Supplement
collectively hereinafter referred to as the "Final Prospectus") (collectively,
the "Transaction Documents"). We have not reviewed any other agreement, contract
or document in connection with the opinions expressed herein, other than the
Transaction Documents. Except with respect to a review of certain public records
of the FCC as described in Annex A and Annex B, we have not made any
investigation of the Company, the subsidiaries of the Company or their
operations or businesses in connection with the opinions expressed herein, and
have relied upon the Company's description of its operations and businesses in
the Final Prospectus. The opinions stated herein do not purport to cover areas
of compliance or any other matter that can only be determined through an
inspection of the facilities of the Company or any of the subsidiaries of the
Company or the work product, records or operations of the Company or any of the
subsidiaries of the Company. We advise you that the FCC's rules provide for the
automatic cancellation of certain of the FCC Licenses at an earlier date than
the scheduled expiration date if certain conditions, including the completion of
<PAGE>

construction by a specified date, are not met. We have made no investigation or
other inquiry in connection with this opinion with respect to whether such
conditions have been met, and we have assumed that all such conditions have been
or will be timely met with respect to the FCC Licenses.

         In rendering the opinions herein expressed, we have assumed, without
further investigation: (i) the genuineness of all signatures on documents
provided to us, (ii) the legal capacity of natural persons, (iii) the
authenticity of all documents provided to us as originals, (iv) the conformity
with original documents of all documents provided to us as certified, conformed
or photostatic copies or facsimiles, and (v) the authority of the person or
persons who executed any documents provided to us. We have assumed that each
person or entity has all the requisite power and authority and has fulfilled all
necessary procedures to take and adopt the actions, or enter into each of the
agreements, set forth in any documents provided to us and to effect the
transactions contemplated thereby and that such agreements constitute the legal,
valid and binding obligations of the parties thereto. We also have assumed and
relied upon, without any inquiry or verification by us, the accuracy and
completeness of the FCC's publicly available licensing records at the time of
examination by us, and the absence of changes since the date examined by us. It
is possible that there may be matters pending before the FCC relating to the FCC
Licenses of which we do not have knowledge because such matters have not been
incorporated into the publicly available files of the FCC reviewed by us as
described in Annex A and Annex B.

         Whenever any statement in this opinion is indicated to be based on our
knowledge, it means only that, during the course of our representation of the
Company in connection with the preparation of this opinion, no information has
come to the attention of the attorneys in our firm representing the Company in
connection with the offering described in the Agreement that would give those
attorneys actual knowledge that such statement is incorrect. Other than our
review of certain public records of the FCC, we have not undertaken any
investigation to determine the accuracy of any such statement, and no inference
as to our knowledge regarding the accuracy of any such statement should be drawn
from our serving as special communications counsel to the Company.

         We do not purport to express opinions herein concerning any laws other
than the Communications Laws. Our opinions are limited strictly to the matters
stated herein and no opinions may be inferred or are implied beyond the matters
expressly stated herein. We assume no obligation to advise you beyond the
opinions specifically expressed herein.

                                      A-2
<PAGE>

         Based upon our examination of the foregoing disclosures, documents,
records and matters of law and subject to the qualifications, assumptions and
limitations set forth herein, we are of the opinion that:

         1. The sale of the Shares and the execution, delivery and performance
by the Company of the Transaction Documents to which it is a party (i) do not
violate any Communications Laws, (ii) do not cause any cancellation,
termination, revocation, forfeiture, or adverse modification of any FCC Licenses
and (iii) do not require any authorization or filing with the FCC.

         2.  Except as disclosed in the Final Prospectus and except for rule
making proceedings and similar proceedings of general applicability to the CMRS
industry or substantial segments thereof, to our knowledge, there is no notice
of violation, order to show cause, petition to deny or complaint, or
investigatory proceeding pending against the Company or any subsidiary of the
Company listed in Annex A before the FCC that reasonably could be expected to
result in cancellation, termination, revocation, forfeiture or modification of
the FCC Licenses that individually or in the aggregate would have a material
adverse effect upon the Company and its subsidiaries considered as a single
enterprise. We inform you, however, that (i) the staff of the FCC's Wireless
Telecommunications Bureau has advised us that no reliable central record of such
matters exists by individual licensee name, (ii) there is, to our knowledge, no
central location of orders, decisions, judgments or other rulings that would
permit the reliable identification of all such matters that may be pending with
respect to the Company or the subsidiaries of the Company listed in Annex A, and
(iii) except as otherwise noted in Annex B, we have not undertaken to examine or
to make inquiries with respect to any such records.

         3. The statements in the Final Prospectus, under the captions
"Business--Regulation" and "-- State Regulation and Local Approvals," insofar as
they are, or refer to, statements of federal communications law under the
Communications Laws applicable to CMRS services or legal conclusions with
respect to federal communications law under the Communications Laws applicable
to the CMRS services, have been reviewed by us and, taken together, present the
information required to make such statements of federal law or legal
conclusions, in light of the circumstances under which they were made, accurate
in all respects material to the business of the Company as described in the
Final Prospectus.

         4. Based on the review of FCC publicly available records and our
inquiry of the FCC described herein, each of the FCC Licenses is held by the
subsidiary of the Company listed in Annex A as the holder thereof, is in effect,
and to our knowledge has not been suspended, terminated or revoked. The PCS and
cellular radio licenses issued by the FCC and included in the FCC Licenses
listed in Annex A authorize the holder thereof listed in Annex A to operate

                                      A-3
<PAGE>

either a PCS or cellular system (as indicated in Annex A) in the markets listed
in Annex A without a further PCS or cellular license issued by the FCC.

         This opinion is being furnished to you at the request of the Company,
subject to the qualifications and limitations expressed herein and may be relied
upon by you only with respect to the specific matters that are the subject
hereof. This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose or be relied upon by any other person, without
our prior written consent.

                                      A-4
<PAGE>

                                                                       EXHIBIT B

                           [FORM OF LOCK-UP LETTER]


                                        February __, 2001


Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
First Union Securities, Inc.
Robert W. Baird & Co. Incorporated
c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, NY 10036

Dear Sirs and Mesdames:

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

         To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
<PAGE>

cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any
Shares to the Underwriters pursuant to the Underwriting Agreement, (b)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering, or (c)
bona fide gifts, sales or other dispositions of shares of any class of the
Company's capital stock, in each case that are made exclusively between and
among the undersigned or members of the undersigned's family, or affiliates of
the undersigned, including its partners (if a partnership) or members (if a
limited liability company); provided that it shall be a condition to any such
transfer under clause (c) that (i) the transferee executes a duplicate form of
this Lock-Up Letter, and (ii) no filing by any party (donor, donee, transferor
or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as
amended, shall be required or shall be voluntarily made in connection with such
transfer or distribution (other than a filing on a Form 5 made after the
expiration of the 90-day period referred to above). In addition, the undersigned
agrees that, without the prior written consent of Morgan Stanley on behalf of
the Underwriters, it will not, during the period commencing on the date hereof
and ending 90 days after the date of the Prospectus, make any demand for or
exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the undersigned's share of Common Stock except in compliance with
the foregoing restrictions.

         The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.

                                      B-2
<PAGE>

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


                                            Very truly yours,



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

                                            -----------------------------
                                            Address

                                      B-3
<PAGE>

                          CROSS-REFERENCE TARGET LIST

     NOTE: Due to the number of targets some target names may not appear in the
target pull-down list.

     (This list is for the use of the wordprocessor only, is not a part of this
document and may be discarded.)


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

1......................represents warrants
1(a).............................regst.eff
1(b).......................regstmnt untrue
1(c).........................valid company
1(d)......................valid subsidiary
1(e)..............................agt auth
1(f)....................auth capital stock
1(g).....................outstanding stock
1(h)...........................shares auth
1(i).....................co applicable law
1(j)........................adverse change
1(k)....................no pending proceed
1(l)........................prosp complies
1(m)....................co. not investment
1(n)...........................co. and sub
1(n)(i), 1(w)(i)................compliance
1(n)(ii), 1(w)(i)..............all permits
1(n)(iii), 1(w)(i)all terms and conditions
1(o)...............environ law liabilities
1(p)..........................no contracts
?.........................florida statutes

3....................agt to sell and purch

4.........................public off terms

5.................... payment and delivery

6...................obligations underwrtrs
6(a)...................subsequent to execu
6(a)(i).....................no downgrading
6(a)(ii).............no change in business
6(b)..................cert of exec officer
6(c).......................counsel opinion
6(c)(i)......................company valid
6(c)(ii)......................subsid valid
6(c)(ii).........................agt execu
6(c)(iii)...............capital stock auth
6(c)(iv).................stock outstanding
6(c)(vi).....................issued shares
6(d)(i)........................auth shares
6(d)(ii).........................agt execu
2(b)(ii)6(c)(vii)....contra applicable law
6(c)(viii)......................statements
6(c)(viii)(A),6(d)(iv)(A).......prospectus
6(d)(iv)(B)..................reg statement
6(c)(ix).......................due inquiry
6(d)(v),(d)(vi)..........not investment co
?......................company and subsids
?...........................law compliance
?........................recvd all permits
?...........................terms and cond
?.............................such counsel
6(d)(vii)(A)..............regstmnt opinion
6(d)(vii)(A),6(d)(vii)(C).....believe that
6(d)(vii)(6(d)(vii)(E)........no reason to
6(g)...........................dpw opinion
6(f)(6(h)...............underwrtr received
6(i)...............................lock-up
?......................several obligations

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

9........................indem and contrib
9(a).....................company indemnify
9(c)...................underwrtr indemnify
<PAGE>

ARTICLE/SECTION TARGET NAME
===========================
9(d).......................promptly notify
9(e).......................each contribute
9(e)(i).........................proportion
9(f).....................just or equitable
9(g)......................remain operative

10.............................termination
10(a)......................after execution
10(a)(i).................trading generally
10(a)(ii)...............trading securities
10(a)(iii)......................moratorium
10(a)(iv).........................outbreak

11......................default underwrtrs

13............................counterparts

14..........................applicable law

15................................headings