TRITON PCS HOLDINGS INC
AMEND. NO. 3 TO NETWORK MEMBERSHIP LICENSE AGREE.
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>w62744exv10w1.txt
<DESCRIPTION>AMEND. NO. 3 TO NETWORK MEMBERSHIP LICENSE AGREE.
<TEXT>
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                                                                    Exhibit 10.1

                                 AMENDMENT NO. 3
                                       TO
                      NETWORK MEMBERSHIP LICENSE AGREEMENT

               AMENDMENT NO. 3 TO NETWORK MEMBERSHIP LICENSE AGREEMENT
("Amendment No. 3") dated as of April 4, 2002, by and between AT&T Corp., a New
York corporation, with offices located at 32 Avenue of the Americas, New York,
New York 10013, for itself and its affiliated companies (collectively,
"Licensor"), and Triton PCS Operating Company L.L.C., a Delaware limited
liability company, with offices located at 1100 Cassatt Road, Berwyn, PA 19312
("Licensee"). Certain capitalized terms used herein and not otherwise defined
have the meaning assigned to such terms in the License Agreement referred to
below.

               WHEREAS, Licensee and Licensor are parties to that certain
Network Membership License Agreement, dated as of February 4, 1998 (as amended,
and including the terms and conditions of the letter from Mary Hawkins-Key to
Andrew Price, dated October 20,1998, the "License Agreement"), pursuant to which
Licensor licensed and allowed Licensee to use the Licensed Marks in the Licensed
Territory on the terms set forth in the License Agreement;

               WHEREAS, AT&T Wireless PCS LLC ("AT&T PCS"), and certain
affiliates of Licensee are parties to that certain Exchange and Acquisition
Agreement, dated as of November 15, 2001 (the "Exchange and Acquisition
Agreement"), pursuant to which, among other things, effective upon the closing
of the transactions contemplated by the Exchange and Acquisition Agreement (the
"Exchange and Acquisition Closing"), Triton PCS License Company L.L.C. (an
Affiliate of Licensee, "Triton License Company") will acquire from AT&T PCS a 20
MHz A Block PCS license covering the entirety of Bulloch and Screven Counties,
Georgia (the "Assigned Atlanta License"), as more fully described, and upon the
terms set forth, therein; and

               WHEREAS, pursuant to the Exchange and Acquisition Agreement it
was agreed, and Licensor and Licensee desire, that, effective upon the Exchange
and Acquisition Closing (which is occurring as of the date hereof), the term
"Licensed Territory" as used in the License Agreement be amended to include
Bulloch and Screven Counties, Georgia.

               NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

               1. Amendment. Schedule C to the License Agreement is hereby
amended to include Bulloch and Screven Counties, Georgia in the Licensed
Territory for the Savannah, Georgia BTA set forth in Item IV therein.

               2. Severability of Provisions. Any provision of this Amendment
No. 3 which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the
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remaining provisions hereof or affecting the validity or remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.

               3. Agreement to Remain in Full Force and Effect. This Amendment
No. 3 shall be deemed to be an amendment to the License Agreement. All
references to the License Agreement in any other agreements or documents shall
on and after the date hereof be deemed to refer to the License Agreement as
amended hereby. Except as amended hereby, the License Agreement shall remain in
full force and effect and is hereby ratified, adopted and confirmed in all
respects.

               4. Headings. The headings in this Amendment No. 3 are inserted
for convenience and identification only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Amendment No. 3
or any provision thereof.

               5. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.


               6. Applicable Law; Jurisdiction. The construction, performance
and interpretation of this Agreement shall be governed by the U.S. Trademark
Act, 15 U.S.C. 1051 et seq., and the internal, substantive laws of the State of
New York, without regard to its principles of conflicts of law; provided that if
the foregoing laws should be modified during the term hereof in such a way as to
adversely affect the original intent of the parties, the parties will negotiate
in good faith to amend this Amendment No. 3 to effectuate their original intent
as closely as possible.

                            [Signature Page Follows]



                                       2
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Executed as of the date first written above.

                             AT&T CORP.



                             By         /s/Frank L. Politano
                               -------------------------------------------------
                                        Name:  Frank L. Politano
                                        Title: Assistant Secretary


                             TRITON PCS OPERATING COMPANY L.L.C.
                             By:        Triton Management Company, Inc.,
                                        its Manager



                             By         /s/David D. Clark
                               -------------------------------------------------
                                        Name:  David D. Clark
                                        Title: Executive Vice President & Chief
                                               Financial Officer


                                       3

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