CLOSING AGREEMENT

Exhibit 10.28

CLOSING AGREEMENT

THIS CLOSING AGREEMENT (this "Agreement") is made as of January 7,
1999, by and among AT&T Wireless PCS, Inc., a Delaware corporation ("AT&T PCS"),
TWR Cellular, Inc., a Maryland corporation ("TWR"), the cash equity investors
listed on the signature pages hereto (the "Cash Equity Investors"), Airwave
Communications, LLC (f/k/a Mercury PCS, LLC), a Mississippi limited liability
company ("Mercury I"), Digital PCS, LLC (f/k/a Mercury PCS II, LLC), a
Mississippi limited liability company ("Mercury II"), the management
stockholders listed on the signature pages hereto (the "Management
Stockholders"), certain members of Mercury I listed on the signature pages
hereto (the "Mercury Investor Indemnitors") and Tritel, Inc., a Delaware
corporation (the "Company").

Background. AT&T PCS, TRW, the Cash Equity Investors, the Management
Stockholders (other than Xxxxxxx Xxxxxx), and the Company are parties to that
certain Securities Purchase Agreement dated as of May 20, 1998 (the "Securities
Purchase Agreement"). Closing of the transactions contemplated by the Securities
Purchase Agreement is occurring as of the date hereof. In accordance with
Section 6.10(b) of the Securities Purchase Agreement, the Mercury Investor
Indemnitors have elected to receive a distribution of the Escrowed Shares. In
connection therewith, the parties desire to set forth their understandings
regarding certain matters set forth herein. Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Securities
Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing Background, the
mutual promises and agreements made herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:

1. Additional Purchasers. Pursuant to the Additional Offering, The
Manufacturers' Life Insurance Company (U.S.A.) agreed to invest an aggregate
amount of $10,000,000 and Triune PCS, LLC increased its commitment to invest to
$24,139,040. DC Investment Partners Exchange Fund LP and FCA Venture Partners I,
LP assigned their rights and interest as Cash Equity Investors in the Securities
Purchase Agreement to FCA Venture Partners II, LP, which has assumed all of
their obligations thereunder as Cash Equity Investors.

2. Name Changes. On June 22, 1998, Mercury PCS, LLC and Mercury PCS II,
LLC (signatories to the Securities Purchase Agreement) changed their names to
"Airwave Communications, LLC" and "Digital PCS, LLC", respectively.

3. Legal Structure. Pursuant to Section 5.5(d) of the Securities
Purchase Agreement, the Company hereby provides notice of the following matters.
Attached hereto as Exhibit I is a legal structure chart that depicts the
ownership of the Company's Subsidiaries. AirCom PCS, Inc. and QuinCom, Inc. have
been formed under the laws of the State of Alabama. All of the other
Subsidiaries have been formed under the laws of the State of Delaware. The
Company has been qualified to conduct business in the State of Mississippi.
Tritel Communications, Inc.

("Tritel Communications") has been qualified to conduct business in the States
of Alabama, Kentucky, Mississippi and Tennessee. Tritel Finance, Inc. has been
qualified to conduct business in the States of Alabama, Kentucky, Mississippi
and Tennessee. Tritel Holding Corp. has been qualified to do business in
Mississippi.

4. Updating of Schedules. The following Schedules to the Securities
Purchase Agreement are replaced and updated as of the date hereof as set forth
in the corresponding Schedules listed below and attached hereto:

Schedule I Cash Equity Investors and Commitments
Schedule IV Mercury Licenses (Supplemented, not replaced)
Schedule V Alabama Licenses (Supplemented, not replaced)
Schedule VII Securities Issued at Closing
Schedule 1.1 Permitted Expenditures
Schedule 2.8 Assumed Mercury Debt
Schedule 4.7 Litigation
Schedule 5.3(a) Proceedings Affecting Mercury Licenses
Schedule 5.4 Cash Equity Loans

5. Certain Definitional Changes. The following definitions shall
supersede and replace the definitions of such terms (or shall add new defined
terms) that are contained in Article I of the Securities Purchase Agreement:

"Bridge Loan Agreement" means (i) from May 20, 1998 until December
14, 1998, the agreement between Mercury I and Lucent, dated as of
October 31, 1997, to provide a credit facility having aggregate
commitments of at least $15 million, as the same may have been
amended, modified or supplemented in accordance with the terms
thereof, and (ii) beginning December 15, 1998, the agreement between
Mercury I and Ericsson, dated as of December 15, 1998, to provide a
credit facility having an aggregate commitment of up to $28.5
million, as the same may be amended, modified or supplemented in
accordance with the terms thereof.

"Credit Agreement" means the agreement among Tritel Holding Corp., a
Delaware corporation that is a wholly-owned Subsidiary of the
Company, the lenders and agents referred to therein, and any other
parties who become lenders or agents thereunder, dated as of the
Closing Date, to provide a credit facility having aggregate
commitments of at least $550 million, as the same may be amended,
modified or supplemented in accordance with the terms thereof.

"Ericsson" means Ericsson Inc.

"Old Mercury Expenses" means (i) legal fees and related
disbursements, fines, settlements and judgments in each case
documented in reasonable detail, payable by Mercury I or II in
connection with the matters described on Schedule 4.7 or 5.3(a)
which, as of the Closing Date, totals $20,284.02, and (ii) interest
accrued and paid on Mercury II's indebtedness to the United States
Department of the

Treasury with respect to the Florida Licenses which, as of the
Closing Date, totals $333,276.78.

6. Resale Agreement. For purposes of Section 7.2(f) of the Securities
Purchase Agreement only, the term "Related Agreements" shall exclude the Resale
Agreement, which shall not be executed on the date hereof, but rather shall be
executed and delivered in accordance with the provisions contained in Section
8.11 of the Stockholders' Agreement.

7. Employment of Executives. The Employment Agreements with each of the
Management Stockholders have been entered into by Tritel Communications, a
wholly owned indirect Subsidiary of the Company, as the employer of the
Management Stockholders.

8. Company Operations. It is contemplated that the operations of the
Company shall be conducted through wholly owned direct or indirect Subsidiaries.
However, certain documents executed, or to be executed, in connection with the
Closing (including, without limitation, the Stockholders' Agreement, the Network
Membership License Agreement, the Roaming Agreement and the Resale Agreement)
provide that the Company shall enter into agreements or conduct the Company's
operations. Notwithstanding the foregoing, the parties acknowledge and consent
that one or more of the Company's Subsidiaries have entered, or may enter, into
such agreements or conduct such operations. The parties hereto consent to such
Subsidiaries entering into such agreements or conducting such operations on the
condition that (i) such Subsidiaries shall at all times be direct or indirect
wholly-owned Subsidiaries of the Company, and (ii) the Company shall cause such
wholly-owned Subsidiaries to perform the obligations and conduct such operations
of the Company or such wholly-owned Subsidiaries, as the case may be, required
to be performed or conducted by the Company or such wholly-owned Subsidiaries,
as the case may be, under such agreements.

9. Consents to Pre-Closing Activities. The following transactions or
actions have been previously authorized by the board of directors of the Company
with the oral consent of authorized representatives of AT&T PCS, TWR and Cash
Equity Investors representing 66-2/3% of the Aggregate Commitment. AT&T PCS and
the Cash Equity Investors hereby ratify and confirm their consent to the
following transactions or actions taken by the Company (or any of its
Subsidiaries) which, pursuant to Section 6.8 of the Securities Purchase
Agreement, required the consent of AT&T PCS and Cash Equity Investors:

(a) the execution of RF engineering services contract with Galaxie
Personal Communications Services, Inc. d/b/a Galaxy Engineering
Services;

(b) the employment and compensation of employees in accordance with
resolutions adopted at the June 17, 1998, meeting of the directors
of the Company and reflected in the minutes thereof;

(d) the lease of headquarters and possible switch space at the 111
Capitol Building;

(e) the execution of a program and construction management services
agreement with Bechtel; and

(f) the execution of lease of office space at Xxxxx Xxxx Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxxxxx, for customer service, billing and other
purposes.

10. Return of Spectrum. In accordance with the provisions of Section
6.14 of the Securities Purchase Agreement, Mercury I and Central Alabama elected
the "disaggregation option" pursuant to the FCC's Order on Reconsideration of
the Second Report and Order, FCC 98-46 (released March 24, 1998) with respect to
the C-Block Mercury Licenses and the Alabama Licenses.

11. Option Agreement. Notwithstanding the provisions of Section 6.15 of
the Securities Purchase Agreement, the Option Agreement is being entered into
simultaneously herewith.

12. Restated By-Laws. The form of Restated By-Laws attached as Exhibit
D to the Securities Purchase Agreement is amended, replaced and superseded in
its entirety by Exhibit A to the Stockholders Agreement executed simultaneously
herewith.

13. Capitalization. The authorized capital stock of the Company as of
the date hereof is reflected in the Restated Certificate of Incorporation of the
Company in the form attached as Exhibit B to the Stockholders Agreement executed
simultaneously herewith rather than as set forth in Section 5.5(b)(ii) of the
Securities Purchase Agreement. Exhibit E to the Securities Purchase Agreement is
amended, replaced and superseded in its entirety by Exhibit B to the
Stockholders Agreement executed simultaneously herewith.

14. Central Alabama. Mercury I has assigned all of its right, title and
interest in and to the Central Alabama Agreement to the Company and the Alabama
Licenses shall be transferred directly to AirCom PCS, Inc., an indirect
Subsidiary of the Company. The Central Alabama Agreement was previously amended
by Mercury I in accordance with the requirements of Section 6.16 of the
Securities Purchase Agreement.

15. Collateral Agency Agreement. Each party hereto, other than the
Company, that is a Mercury Indemnified Party, as defined in the Collateral
Agency Agreement attached hereto as Exhibit II:

(a) appoints the Company as its agent to execute, deliver and perform
on its behalf such Collateral Agency Agreement in the form of such
exhibit and pursuant thereto to appoint the collateral agent named
therein as its agent to hold any collateral specified therein and

(b) acknowledges that it shall be bound by such agreement, when so
executed, as if it were a party thereto.

This Section 15 shall inure to the benefit of the Company and each other party
to such Collateral Agency Agreement.

16. Certain Mercury Transactions. The second sentence of Section
6.10(c) of the Securities Purchase Agreement is deleted in its entirety.

17. Mercury Investor Indemnitors. By executing this Agreement, each
Mercury Investor party hereto hereby elects to give written notice to Mercury I
and Mercury II that it elects to receive its Escrowed Shares and, effective upon
the transfer of ownership of such Escrowed Shares to a Mercury Investor
Indemnitor, such Mercury Investor Indemnitor joins in the execution of (i) the
Stockholders Agreement of even date herewith, and (ii) that certain Investors
Stockholders' Agreement by and among the Company, the Cash Equity Investors
(which, for purposes of such agreement, includes Mercury I and Mercury II) and
AT&T PCS of even date herewith, all in accordance with Section 6.10(b) of the
Securities Purchase Agreement.

18. License Transfers. In accordance with its rights under Sections 2.1
and 2.3 of the Securities Purchase Agreement, the Company hereby directs the
assignors thereof to transfer each license to the Company's indirect Subsidiary
designated below:

Subsidiary Call Sign Market No. Freq. Block
--------------------------------------------------------------------------------

AirCom PCS, Inc. KNLF457 B305 C
AirCom PCS, Inc. KNLF604 B017 C
AirCom PCS, Inc. KNLF605 B044 C
AirCom PCS, Inc. KNLF606 B108 C
AirCom PCS, Inc. KNLF607 B158 C
AirCom PCS, Inc. KNLF608 B198 C
AirCom PCS, Inc. KNLF609 B450 C
ClearCall, Inc. KNLF287 B232 A
ClearWave, Inc. KNLF256 B290 B
ClearWave, Inc. KNLF256 B210 B
ClearWave, Inc. KNLF256 B449 B
ClearWave, Inc. KNLF256 B175 B
ClearWave, Inc. KNLF256 B292 B
ClearWave, Inc. KNLF256 B094 B
ClearWave, Inc. KNLF256 X000 X
XxxxxXxxx, Xxx. XXXX000 X000 X
DigiCall, Inc. KNLG908 B042 F
DigiCall, Inc. KNLG918 B186 F
DigiCall, Inc. KNLG922 B246 E
DigiCall, Inc. KNLG925 B269 F
DigiCom, Inc. KNLG923 B263 F
DigiCom, Inc. KNLG909 B052 F
DigiNet PCS, Inc. KNLF286 B314 B
DigiNet PCS, Inc. KNLF286 B083 B
DigiNet PCS, Inc. KNLF286 B096 B
Global PCS, Inc. KNLF251 B263 A
Global PCS, Inc. KNLF251 B252 A
Global PCS, Inc. KNLF251 B052 A
Global PCS, Inc. KNLF251 B338 A

Global PCS, Inc. KNLF251 B098 A
Global PCS, Inc. KNLF251 B423 A
Global PCS, Inc. KNLF251 B273 A
NexCom, Inc. KNLF221 B076 A
NexCom, Inc. KNLF221 B334 A
NexCom, Inc. KNLF221 B384 A
NexCom, Inc. KNLF221 B102 A
NexCom, Inc. KNLF221 B085 A
NexCom, Inc. KNLF221 B237 A
QuinCom, Inc. KNLG933 B415 F
QuinCom, Inc. KNLG912 B115 F
QuinCom, Inc. KNLG914 B146 F
QuinCom, Inc. KNLG927 B302 F
QuinCom, Inc. KNLG928 B305 F

The above license transfers are intended to be treated in the following manner
for federal income tax purposes:

(a) Each assignor thereof transferred their license to the Company in
exchange for securities of the Company pursuant to Section 351 of
the Internal Revenue Code of 1986, as amended (the "Code");

(b) The Company transferred each of the above listed licenses to
Tritel Holding Corp. solely in constructive exchange for
securities of Tritel Holding Corp. under Section 351 of the Code.

(c) Tritel Holding Corp. transferred the licenses listed below to
either Tritel A/B Holding Corp. or Tritel C/F Holding Corp., as
applicable, as designated below, solely in constructive exchange
for securities of Tritel A/B Holding Corp. or Tritel C/F Holding
Corp., as applicable, under Section 351 of the Code.

Tritel A/B Holding Corp.
-----------------------------------

Call Sign Market No. Freq. Block
--------------------------------------------------------------------------------

KNLF287 B232 A
KNLF256 B290 B
KNLF256 B210 B
KNLF256 B449 B
KNLF256 B175 B
KNLF256 B292 B
KNLF256 B094 B
KNLF256 B315 B
KNLF256 B455 B
KNLF286 B314 B

KNLF286 B083 B
KNLF286 B096 B
KNLF251 B263 A
KNLF251 B252 A
KNLF251 B052 A
KNLF251 B338 A
KNLF251 B098 A
KNLF251 B423 A
KNLF251 B273 A
KNLF221 B076 A
KNLF221 B334 A
KNLF221 B384 A
KNLF221 B102 A
KNLF221 B085 A
KNLF221 B237 A

Tritel C/F Holding Corp.
---------------------------------

Call Sign Market No. Freq. Block
--------------------------------------------------------------------------------

KNLF457 B305 C
KNLF604 B017 C
KNLF605 B044 C
KNLF606 B108 C
KNLF607 B158 C
KNLF608 B198 C
KNLF609 B450 C
KNLG908 X000 X
XXXX000 X000 X
XXXX000 X000 X
XXXX000 X000 X
XXXX000 B263 F
KNLG909 X000 X
XXXX000 X000 X
XXXX000 X000 X
XXXX000 X000 X
XXXX000 B302 F
KNLG928 B305 F

(d) Tritel A/B Holding Corp. transferred the licenses designated as
being transferred to it under subparagraph (b) above to the
following Subsidiaries as designated below, solely in constructive
exchange for securities of such Subsidiary under Section 351 of
the Code.

Tritel A/B Holding Corp.
---------------------------------------------

Subsidiary Call Sign Market No. Freq. Block
--------------------------------------------------------------------------------

ClearCall, Inc. KNLF287 B232 A
ClearWave, Inc. KNLF256 B290 B
ClearWave, Inc. KNLF256 B210 B
ClearWave, Inc. KNLF256 B449 B
ClearWave, Inc. KNLF256 B175 B
ClearWave, Inc. KNLF256 B292 B
ClearWave, Inc. KNLF256 B094 B
ClearWave, Inc. KNLF256 B315 B
ClearWave, Inc. KNLF256 B455 B
DigiNet PCS, Inc. KNLF286 B314 B
DigiNet PCS, Inc. KNLF286 B083 B
DigiNet PCS, Inc. KNLF286 B096 B
Global PCS, Inc. KNLF251 B263 A
Global PCS, Inc. KNLF251 B252 A
Global PCS, Inc. KNLF251 B052 A
Global PCS, Inc. KNLF251 B338 A
Global PCS, Inc. KNLF251 B098 A
Global PCS, Inc. KNLF251 B423 A
Global PCS, Inc. KNLF251 B273 A
NexCom, Inc. KNLF221 B076 A
NexCom, Inc. KNLF221 B334 A
NexCom, Inc. KNLF221 B384 A
NexCom, Inc. KNLF221 B102 A
NexCom, Inc. KNLF221 B085 A
NexCom, Inc. KNLF221 B237 A

(e) Tritel C/F Holding Corp. transferred the licenses designated as
being transferred to it under subparagraph (b) above to the
following Subsidiaries as designated below, solely in constructive
exchange for securities of such Subsidiary under Section 351 of
the Code.

Tritel C/F Holding Corp.
---------------------------------------------

Subsidiary Call Sign Market No. Freq. Block
--------------------------------------------------------------------------------

AirCom PCS, Inc. KNLF457 B305 C
AirCom PCS, Inc. KNLF604 B017 C
AirCom PCS, Inc. KNLF605 B044 C
AirCom PCS, Inc. KNLF606 B108 C
AirCom PCS, Inc. KNLF607 B158 C
AirCom PCS, Inc. KNLF608 B198 C

AirCom PCS, Inc. KNLF609 B450 C
DigiCall, Inc. KNLG908 B042 F
DigiCall, Inc. KNLG918 B186 F
DigiCall, Inc. KNLG922 B246 E
DigiCall, Inc. KNLG925 B269 F
DigiCom, Inc. KNLG923 B263 F
DigiCom, Inc. KNLG909 B052 F
QuinCom, Inc. KNLG933 B415 F
QuinCom, Inc. KNLG912 B115 F
QuinCom, Inc. KNLG914 B146 F
QuinCom, Inc. KNLG927 B302 F
QuinCom, Inc. KNLG928 B305 F

19. Company Stock Option Plans. The board of directors of the Company
has adopted the Tritel, Inc. 1999 Stock Option Plan and the Tritel, Inc. 1999
Stock Option Plan for Nonemployee Directors in the forms attached as Exhibits
III and IV, respectively. All parties hereto, as shareholders of the Company,
hereby approve the adoption of such plans.

20. Consent to Assignment of Rights. The Parties hereto consent to the
assignment by the Company to Toronto Dominion (Texas), Inc., as Administrative
Agent for itself and on behalf of the Lenders named in the Loan Agreement, dated
as of January 7, 1999, among Tritel Holding Corp., the Company, the Lenders
named therein and Toronto Dominion (Texas), Inc. ("Toronto Dominion") pursuant
to the Assignment of Rights, dated as of January 7, 1999, among the Company and
Toronto Dominion (the "Assignment") of the Assigned Provisions (as defined in
the Assignment). Each Cash Equity Investor and other stockholder of the Company
agrees to be bound by all of the terms of the Assignment as if each such party
was a Stockholder named therein and a party thereto.

21. APPP. The Company agrees to execute a counterpart of the Affiliate
Phone Purchase Program Agreement substantially in the form attached as Exhibit V
with such changes therein as AT&T shall reasonably require.

22. Ericsson Supply Agreement. AT&T PCS and each Cash Equity Investor
party hereto consent to the Company's execution of that certain Acquisition
Agreement among Ericsson Inc., Tritel Communications and Tritel Finance, Inc.
effective December 30, 1998, (conditioned upon the approval of the boards of
directors of Tritel Communications and Tritel Finance, Inc.).

23. Central Alabama Partnership Joinder. Upon the transfer of ownership
of Series C Preferred Stock of the Company to Central Alabama Partnership, L.P.
132 ("CAP"), CAP shall be joined as a party to the Stockholders Agreement and
the Investors's Stockholders Agreement, and shall be treated under such
agreements as a Cash Equity Investor for all purposes thereunder.

24. Ericsson Loans. Pursuant to the Investor Loan Agreements and the
Ericsson Commitment Letter, the parties hereto who are borrowers under the
Investor Loan Agreements consent to the funding of the aggregate amount of
$75,000,000 representing the loan amounts to

be funded under such Investor Loan Agreements directly to the Company on behalf
of such borrowers.

25. Miscellaneous. The provisions of this Agreement modify the
provisions of the Securities Purchase Agreement and any other document executed
in connection therewith; and it is intended that such modifications constitute
written amendments to the Securities Purchase Agreement or those documents, as
applicable. Except for the modifications and other agreements stated above, all
other terms and conditions, including as to governing law, of the Securities
Purchase Agreement shall remain the same and continue in full force and effect
and shall constitute the legally valid and binding obligations of the parties
hereto enforceable in accordance with their terms.

[SIGNATURES CONTAINED ON NEXT PAGE]

IN WITNESS WHEREOF, each of the parties has executed or consent this
Agreement to be executed by its duly authorized officers as of the date first
written above.

AT&T WIRELESS PCS INC.

By:
--------------------------------------
Name:
Title:

TWR CELLULAR, INC.

By:
--------------------------------------
Name:
Title:

TRITEL, INC.

By:
--------------------------------------
Name:
Title:

CASH EQUITY INVESTORS:

TORONTO DOMINION INVESTMENTS, INC.

By:
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President

ENTERGY WIRELESS COMPANY

By:
--------------------------------------
Name: Xxxx Xxxxx
Title: President and Chief Executive
Officer

GENERAL ELECTRIC CAPITAL CORPORATION

By:
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director

WASHINGTON NATIONAL INSURANCE COMPANY

By:
--------------------------------------
Name:
Title:

UNITED PRESIDENTIAL LIFE INSURANCE
COMPANY

By:
--------------------------------------
Name:
Title:

DRESDNER KLEINWORT XXXXXX PRIVATE EQUITY
PARTNERS LP

BY: DRESDNER KLEINWORT XXXXXX PRIVATE
EQUITY MANAGERS LLC, AS ITS GENERAL
PARTNER

By:
--------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Signatory

TRIUNE PCS, LLC, A DELAWARE LIMITED
LIABILITY COMPANY

BY: OAK TREE, LLC, A DELAWARE LIMITED
LIABILITY COMPANY
TITLE: MANAGER

BY: TRIUNE INC., A DELAWARE CORPORATION
TITLE: MANAGER

By:
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President

FCA VENTURE PARTNERS II, L.P.

BY: CLAYTON-DC VENTURE CAPITAL GROUP,
LLC, ITS GENERAL PARTNER

By:
--------------------------------------
Name: D. Xxxxxx Xxxxxx, III
Title: Manager

XXXXXXX ASSOCIATES, LLC

BY: ,
-------------------------------------
ITS MANAGING MEMBER

By:
--------------------------------------
Name:
Title:

AIRWAVE COMMUNICATIONS, LLC (F/K/A
MERCURY PCS, LLC)

By: MSM, Inc., its Manager

By:
----------------------------------
Name: X.X. Xxxxxx, Xx.
Title: Vice President

DIGITAL PCS, LLC (F/K/A MERCURY PCS II,
LLC)

By: MSM, Inc., its Manager

By:
----------------------------------
Name: X.X. Xxxxxx, Xx.
Title: Vice President

THE MANUFACTURERS' LIFE INSURANCE
COMPANY (U.S.A.)

By:
--------------------------------------
Name:
Title:

TRILLIUM PCS, LLC

By:
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, XX
Title: Manager

MERCURY INVESTOR INDEMNITORS:

SOUTHERN FARM BUREAU LIFE INSURANCE
COMPANY

By:
--------------------------------------
Name:
Title:

M3, LLC

By:
--------------------------------------
Name:
Title:

XXXXXXX COMMUNICATIONS, LLC

By:
--------------------------------------
Name:
Title:

MERCURY PCS INVESTORS, LLC

By:
--------------------------------------
Name:
Title:

DC INVESTMENT PARTNERS EXCHANGE FUND,
L.P.

BY: DC INVESTMENT PARTNERS, LLC, ITS
GENERAL PARTNER

By:
----------------------------------
Name: D. Xxxxxx Xxxxxx, III
Title: Manager

FCA VENTURE PARTNERS I, L.P.

BY: DC INVESTMENT PARTNERS, LLC, ITS
GENERAL PARTNER

By:
----------------------------------
Name: D. Xxxxxx Xxxxxx, III
Title: Manager

XXXXXXX ASSOCIATES, LLC

BY: ,
-------------------------------------
ITS MANAGING MEMBER

By:
--------------------------------------
Name:
Title:

MANAGEMENT STOCKHOLDERS:

-----------------------------------------
Xxxxxxx X. Xxxxxxx, XX

-----------------------------------------
X.X. Xxxxxx, Xx.

-----------------------------------------
Xxxxx X. Xxxxxxxx, Xx.

EXHIBIT I

Legal Structure Chart
---------------------

TRITEL CORPORATE STRUCTURE

---------------------------
TRITEL, INC.
Delaware Corp.
---------------------------
|
---------------------------
TRITEL HOLDING CORP.
Delaware Corp.
---------------------------
|
-----------------------------------------------------------------------------------------------
| | | |
--------------------------- --------------------------- --------------------------- ---------------------------

TRITEL A/B HOLDING CORP. TRITEL C/F HOLDING CORP. TRITEL COMMUNICATIONS, INC. TRITEL FINANCE, INC.
Delaware Corp. Delaware Corp. Delaware Corp. Delaware Corp.
--------------------------- --------------------------- --------------------------- ---------------------------
| |
--------------------------- ---------------------------
NEXCOM, INC. AIRCOM PCS, INC.
Delaware Corp. Delaware Corp.
--------------------------- ---------------------------
| |
--------------------------- ---------------------------
CLEARCALL, INC. QUINCOM, INC.
Delaware Corp. Delaware Corp.
--------------------------- ---------------------------
| |
--------------------------- ---------------------------
GLOBAL PCS, INC. DIGICOM, INC.
Delaware Corp. Delaware Corp.
--------------------------- ---------------------------
| |
--------------------------- ---------------------------
CLEARWAVE, INC. DIGICALL, INC.
Delaware Corp. Delaware Corp.
--------------------------- ---------------------------
|
---------------------------
DIGINET PCS, INC.
Delaware Corp.
---------------------------

EXHIBIT II

COLLATERAL AGENCY AGREEMENT

See attached.

EXHIBIT III

TRITEL, INC. 1999 STOCK OPTION PLAN

See attached.

EXHIBIT IV

TRITEL, INC. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

See attached.

EXHIBIT V

AFFILIATE PHONE PURCHASE PROGRAM AGREEMENT

See attached.

Schedule I

CASH EQUITY INVESTORS AND COMMITMENTS

AGGREGATE INITIAL CASH SECOND
CASH EQUITY INVESTORS COMMITMENT CONTRIBUTION FUNDING 9/30/99
--------------------- ---------- ------------ ---------------

Washington National Insurance Company $25,000,000 $16,666,667 $8,333,333

United Presidential Life Insurance Company 25,000,000 16,666,667 8,333,333

Trillium PCS, LLC 2,000,000 1,333,333 666,667

Dresdner Kleinwort Xxxxxx Private Equity
Partners LP 30,000,000 20,000,000 10,000,000

Entergy Wireless Corporation 20,000,000 13,333,333 6,666,667

Triune, Inc. 24,139,040 16,092,694 8,046,346

Toronto Dominion Investments, Inc. 5,000,000 3,333,333 1,666,667

General Electric Capital Corporation 2,500,000 1,666,667 833,333

The Manufacturers' Life Insurance Company
(U.S.A.) 10,000,000 6,666,667 3,333,333

FCA Venture Partners II, LP 5,500,000 3,666,667 1,833,333

Xxxxxxx Associates, LLC 100,000 66,667 33,333

Digital PCS, LLC 2,976,401 2,976,401 -0-
---------------------------------------------------------------------------------------------------
Airwave Communications, LLC 11,163,079 11,163,079 -0-
----------- ----------- ----------
TOTAL 163,369,520 113,623,175 49,746,345

Schedule IV

MERCURY LICENSES

MERCURY PCS II LICENSES

--------------------------------------------------------------------------------
MARKET NUMBER FREQUENCY BLOCK LICENSE DESCRIPTION
--------------------------------------------------------------------------------
042 F Biloxi, MS
--------------------------------------------------------------------------------
000 X Xxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxx-Xxxxxxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxxxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxx, XX
--------------------------------------------------------------------------------
000 X XxXxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxxxxxx, XX
--------------------------------------------------------------------------------
000 X Xxxxxxx Xxxxx, XX
--------------------------------------------------------------------------------

Schedule V

ALABAMA LICENSES

Schedule VII

SECURITIES ISSUED AT CLOSING

See attached.

Schedule 1.1

PERMITTED EXPENDITURES
MAY 1, 1998 - NOVEMBER 30, 1998
(REFLECTS AMOUNTS ACTUALLY SPENT)

Site Acquisition $ 703,000

Plant Operating Expense 1,191,000

Sales & Marketing 313,000

General & Administrative 5,054,000

License Note Interest 2,707,000
-------------

TOTAL $ 9,968,000

GENERAL & ADMINISTRATIVE DETAIL

Billing/ Accounting/ Computers/ Other Software Costs $ 1,034,000

Office Equipment/ Furniture/ Leasehold Improvements 778,000

Rent, Utilities, & Misc Office Expense 175,000

Filing Fees 136,000

Employee Salaries and Related Expenses 1,888,000

G&A Travel 148,000

G&A Legal/Accounting/Consulting 895,000
-------------

TOTAL $ 5,054,000
=============

Schedule 2.8

ASSUMED MERCURY DEBT

Ericsson Inc. debt 22,100,000.00

FCC debt on C Block 31,945,000.00

FCC debt on F Block 9,458,000.00

Accrued interest on FCC debt 1,320,000.00

Accrued interest on N/P to Ericsson Inc. 87,000.00

Note Payable to Airwave Communications, LLC 12,069,000.00
including interest by Digital PCS, LLC

The Company will also receive a Note Receivable Airwave Communications,
LLC holds from Digital PCS, LLC for $12,069,000. There is no net effect to the
Company.

The Company will also assume up to $10,000,000 of trade liabilities,
payroll related liabilities and other current liabilities incurred in the
ordinary course of the business, an estimate of which, as of November 30, 1998,
is set forth on Annex I of this Schedule 2.8.

ANNEX I TO SCHEDULE 2.8

Assumed Mercury obligations
Estimated as of November 30, 1998

Vendor Amount
------ ------

Galaxy $3,686,000

WFI 2,077,000

Spectrasite 681,000

Global Mobility 56,000

Geotrans Wireless 369,000

Bechtel 844,000

Ikon 201,000

Legal Fees 187,100

Payroll 584,100

Cell/Switch site leases 73,200

Lease options 28,000

Office furniture & equipment 42,600

Equipment rentals 12,100

Office supplies 32,500

Telephone 55,400

Temp services 8,900

Recruiting & relocation 22,700

Office rent & utilities 45,900

Temporary living 12,400

Travel, meals & lodging expense 54,100

Accounting services 16,700

Professional services 99,000

Other 34,900
----------------------

$9,223,600
======================

Schedule 4.7

LITIGATION

See Items 1(A-C) under "Mercury Consents" on Schedule 4.6

Also:

Xxxxx Xxxxx v. Mercury PCS, LLC, Mercury PCS II, LLC, MSM, Inc., Mercury
Wireless Management, Inc., Xxxxxxx X. Xxxxxxx, XX, Xxxxx Xxxxxxxx, and
X. X. Xxxxxx, Chancery Court of the First Judicial District of Xxxxx
County, Mississippi, Cause No. G97-561013.

The plaintiff, who had been an employee of Mercury Communications
Company prior to the FCC's C-Block PCS auction, filed the above
complaint individually and derivatively "as a beneficial shareholder" of
Mercury Wireless Management, Inc. ("MWM"). The plaintiff has claimed
wrongful termination of employment, breach of contract (including breach
of an alleged employment agreement), usurpation of corporate
opportunities, breach of fiduciary duties and other matters, and seeks
actual and punitive damages in an unspecified amount, as well as
attorneys fees and court costs. The plaintiff also seeks an order
requiring that the stock of MWM or the "Mercury company which owns the
PCS licenses" equal to 5% of Messrs. Xxxxxxx, Xxxxxxxx and Xxxxxx'x
collective interests be issued to him. Further, he seeks an order
compelling the defendants to transfer all PCS licenses to MWM, and he
seeks to impose a constructive trust upon the PCS licenses in an amount
equal to 5% of the "collective interests" of Messrs. Xxxxxxx, Xxxxxxxx
and Xxxxxx.

Schedule 5.3(a)

PROCEEDINGS AFFECTING MERCURY LICENSES

See Items 1(A-C) under "Mercury Consents" on Schedule 4.6.

See also Item 1 under "Litigation" on Schedule 4.7, as amended herein.

Schedule 5.4

CASH EQUITY LOANS

$ AMOUNT OF
CASH EQUITY
CASH EQUITY INVESTORS LOAN
--------------------- ----

Washington National Insurance Company United $12,500,000

United Presidential Life Insurance Company 12,500,000

Trillium PCS, LLC 1,000,000

Dresdner Kleinwort Xxxxxx Private Equity Partners LP 15,000,000

Triune PCS, Inc. 12,069,520

Airwave Communications LLC 11,163,079

Digital PCS, LLC 2,967,401

FCA Venture Partners II, LP 2,750,000

Xxxxxxx Associates LLC 50,000

The Manufacturers Life Insurance Company (U.S.A.) 5,000,000

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CLOSING AGREEMENT

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