As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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US Unwired Inc.*
(Exact name of registrant as specified in its charter)
Louisiana 4812 72-1457316
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)

One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(318) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Copies to:
Anthony J. Correro, III
Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of Securities to be Offering Price Offering Registration
to be Registered Registered Per Unit(1) Price(1) Fee
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13 3/8% Series B Senior Subordinated
Discount Notes Due 2009............. $209,224,000 100% $211,748,850 $55,901.70(1)
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Guarantees of 13 3/8% Series B Senior
Subordinated Discount Notes due
2009................................ -- -- -- -- (2)
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(1) Calculated in accordance with Rule 457(f)(2). For purposes of this
calculation, the Maximum Aggregate Offering Price is the aggregate book
value of the Series A Notes at November 30, 1999, that may be received by
US Unwired Inc. or cancelled in the exchange transaction in which the
Series B Notes will be offered.
(2) Pursuant to Rule 457(n), no registration fee is required for the guarantee
of the Series B Notes registered hereby.
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the SEC, acting pursuant to said
Section 8(a), may determine.
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* Some of the subsidiaries of US Unwired Inc. will guarantee the securities
being registered hereby and are therefore registrants also. Information about
such additional registrants appears on the following page.

ADDITIONAL REGISTRANTS

Louisiana Unwired, LLC
(Exact name of registrant as specified in its charter)

Louisiana 4812 72-1407430
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)

One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(318) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Unwired Telecom Corp.
(Exact name of registrant as specified in its charter)

Louisiana 4812 72-0647424
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)

One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(318) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

SUBJECT TO COMPLETION, DATED DECEMBER 7, 1999

PROSPECTUS

[US Unwired Logo]
Offer to Exchange

$1,000 principal amount of 13 3/8% Series B Senior Subordinated Discount Notes
due 2009
for each $1,000 principal amount of existing
13 3/8% Series A Senior Subordinated Discount Notes due 2009
($400,000,000 principal amount outstanding)

THE EXCHANGE OFFER

. Expires 5:00 p.m., New York City time, , 2000, unless extended.

. The exchange offer is not conditioned upon a minimum aggregate principal
amount of existing notes being tendered.

. All existing notes tendered according to the procedures in this prospectus
and not withdrawn will be exchanged.

. The exchange offer is not subject to any condition other than that it not
violate applicable laws or any applicable interpretation of the staff of the
SEC or conflict with any threatened judicial or administrative proceeding.

THE EXCHANGE NOTES

. The terms of the exchange notes to be issued in the exchange offer are
substantially identical to the existing notes, except that we will issue the
exchange notes in a transaction registered with the SEC. In addition, the
exchange notes will not be subject to the transfer restrictions to which the
existing notes are subject, and provisions relating to the payment of
liquidated damages will be eliminated.

. The exchange notes, like the existing notes, will be general unsecured
obligations of US Unwired. They rank junior in right of payment to our
senior debt and equal in right of payment to our other existing and future
senior subordinated debt. As of September 30, 1999, assuming we had
completed our financings and applied the proceeds as intended, we would have
had approximately $9.9 million of senior debt.

. The exchange notes, like the existing notes, will bear interest at the rate
of 13 3/8% per year, payable semi-annually in arrears on each May 1 and
November 1, beginning May 1, 2005.

. The exchange notes, like the existing notes, will be fully and
unconditionally guaranteed by all of our existing and future restricted
subsidiaries, excluding our operating subsidiary that holds all of our local
exchange operating assets. You should carefully consider the risk factors
beginning on page 19 of this prospectus. Please note that a holder of
existing notes is already subject to most of these risk factors.

----------------

Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2000.

FOR NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a
license has been filed under RSA 421-B with the State of New Hampshire nor the
fact that a security is effectively registered or a person is licensed in the
State of New Hampshire constitutes a finding by the Secretary of State of New
Hampshire that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or exception
is available for a security or a transaction means that the Secretary of State
of New Hampshire has passed in any way upon the merits or qualifications of, or
recommended or given approval to, any person, security or transaction. It is
unlawful to make, or cause to be made, to any prospective investor, customer or
client any representation inconsistent with the provisions of this paragraph.

FOR UNITED KINGDOM RESIDENTS

There are restrictions on the offer and sale of securities in the United
Kingdom. No action has been taken to permit the Notes to be offered to the
public in the United Kingdom. This document may only be issued or passed on in
or into the United Kingdom to any person to whom the document may lawfully be
issued or passed on by reason of, or of any regulation made under, Section 58
of the Financial Services Act 1986 of the United Kingdom. It is the
responsibility of all persons under whose control or into whose possession this
document comes to inform themselves about and to ensure observance of all
applicable provisions of the Public Offers of Securities Regulations 1995 and
the Financial Services Act 1986 of the United Kingdom in respect of anything
done in relation to the Notes in, from or otherwise involving the United
Kingdom.

TABLE OF CONTENTS

Frequently Used Terms......................................................
Special Note Regarding Forward-Looking Statements.......................... 1
Note Regarding Industry Data............................................... 1
Summary.................................................................... 2
Risk Factors............................................................... 19
Risks Related to the Exchange Offer...................................... 19
If you do not properly tender your existing notes, you will continue to
hold unregistered notes and your ability to transfer your existing
notes will be impaired................................................ 19
We cannot be sure than an active trading market will develop for the
Notes................................................................. 19
Risks Related to US Unwired.............................................. 20
We have substantial indebtedness which could adversely affect our
financial health and prevent us from fulfilling our obligations under
the Notes............................................................. 20
We will require a significant amount of cash to service our
indebtedness. Our ability to generate cash depends on many factors
beyond our control.................................................... 21
Your right to receive payments on the Notes is junior to our and our
guarantor subsidiaries' existing indebtedness and possibly all of our
and our guarantor subsidiaries' future borrowings..................... 21
Not all of the subsidiaries will guarantee the Notes................... 22
Unexpected events may cause us to change our financing requirements.... 22
We may be unable to implement a major communications network
successfully.......................................................... 23
Our success depends on our relationship with Sprint PCS and its
success............................................................... 24
Our relationship with Sprint or its successor may be adversely affected
by the proposed merger of Sprint and MCI WorldCom..................... 24
Our competitors may have more resources or other advantages which may
make it difficult for us to compete effectively....................... 25
Changes in technology and customer demands could adversely affect us... 26
If the Sprint PCS network is not built out on a nationwide basis, we
may not be able to provide our customers with the traveling services
they demand........................................................... 26
Year 2000 issues could cause interruption or failure of our computer
systems............................................................... 27
Our geographical proximity to the Gulf Coast may cause us to face
service interruptions associated with inclement weather conditions.... 27
Risks Related to the Industry............................................ 28
We are subject to broad and evolving government regulation............. 28
The loss of any of our FCC licenses would impair our business and
operating results..................................................... 28
The future prospects of the PCS industry remain uncertain.............. 30
Subscriber turnover is greater in the PCS industry than in the cellular
industry.............................................................. 30
Radio frequency emissions may pose health concerns..................... 31
Risks Related to the Notes............................................... 31
We may not be able to satisfy our obligations owed to you if change of
control events occur.................................................. 31
Federal and state statutes allow courts, under specific circumstances,
to void or modify the Notes and the guarantees of the Notes........... 31
You may face tax and bankruptcy law concerns........................... 32
The Exchange Offer......................................................... 33
Use of Proceeds............................................................ 45
Capitalization............................................................. 46
Selected Historical Consolidated Financial Information..................... 47
Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 49
The Wireless Communications Industry....................................... 64
Business................................................................... 67
Sprint PCS Agreements...................................................... 91
Management................................................................. 99

Certain Relationships and Related Transactions.............................. 105
Securities Ownership of Certain Beneficial Owners and Management............ 108
Certain Indebtedness........................................................ 110
Description of Notes........................................................ 112
Description of Capital Stock................................................ 155
Certain U.S. Federal Tax Considerations..................................... 160
Plan of Distribution........................................................ 166
Legal Matters............................................................... 167
Available Information....................................................... 167
Experts..................................................................... 168
Index to Financial Statements............................................... F-1

FREQUENTLY USED TERMS

For purposes of this prospectus, "PCS" refers to personal communication
systems. "US Unwired," "we," "us" and "our" refer to US Unwired Inc. and its
subsidiaries and affiliates. "LA Unwired" refers to Louisiana Unwired, LLC, the
PCS operating subsidiary of US Unwired. "Sprint PCS" refers to SprintCom, Inc.
and Sprint Spectrum L.P. and other affiliates of Sprint PCS. "Sprint" refers to
Sprint Corporation and its affiliates, other than Sprint PCS. "Exchange notes"
refers to the 13 3/8% Series B Senior Subordinated Discount Notes due 2009 that
we are offering by this prospectus. "Existing notes" refers to our outstanding
13 3/8% Series A Senior Subordinated Discount Notes due 2009. "Notes" refers to
both the existing notes and the exchange notes. A "holder," "Holder" or
"registered holder" means any person in whose name Notes are registered on the
books of US Unwired, and any participant in a book-entry transfer facility
whose name appears on a security position listing as the owner of Notes. A
"beneficial owner" of Notes means any person whose Notes are held in the name
of a nominee who is the registered holder of the Notes.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this prospectus, as well as statements made in
press releases, and oral statements that may be made by us or any of our
officers, directors or employees acting on our behalf, that are not statements
of historical fact, including, but not limited to, statements regarding our
current business strategy, future operations, technical capabilities,
construction plan and schedule, commercial operations schedule, funding needs,
prospective acquisitions or joint ventures, financing sources, pricing, future
regulatory approvals, markets, size of markets for wireless communications
services, financial position, estimated revenues, projected costs, prospects,
plans and objectives of management, as well as information concerning expected
actions of third parties, such as equipment suppliers, service providers and
roaming partners, and expected characteristics of competing systems are based
upon current expectations and constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause our
actual results to be materially different from historical results or from any
future results expressed or implied by such forward-looking statements. Among
the factors that could cause actual results to differ materially are the
following: the availability of sufficient capital to finance our business plan
on terms satisfactory to us; competitive factors; changes in labor, equipment
and capital costs; our ability to obtain necessary regulatory approvals;
technological changes; our ability to comply with the indenture relating to the
Notes and the terms of our other credit agreements; future acquisitions or
strategic partnerships; general business and economic conditions; and other
factors described under the heading "Risk Factors." We wish to caution readers
not to place undue reliance on any forward-looking statements. In addition to
statements that explicitly describe such risks and uncertainties, readers are
urged to consider statements that include the terms "believes," "belief,"
"expects," "plans," "anticipates," "intends," "estimates," "projects" or the
like to be uncertain and forward-looking. We have no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Although we believe that the
expectations underlying the forward-looking statements are reasonable, we
cannot assure that such expectations will prove to be correct.

We disclose important factors that could cause our actual results to differ
materially from our expectations under the heading "Risk Factors" and elsewhere
in this prospectus. These disclosures qualify all forward-looking statements
attributable to us or persons acting on our behalf.

NOTE REGARDING INDUSTRY DATA

The industry data presented in this prospectus is based upon third party
data or has been derived from sources of industry data. Even though we believe
that this industry data is reasonable and reliable, in certain cases the data
cannot be verified by information available from independent sources.
Accordingly, we cannot give you any assurance that the industry data is
accurate in all material respects.

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus to help
you understand our business and the terms of the exchange notes. You should
carefully read all of this prospectus to understand fully our business and the
terms of the exchange notes as well as some of the other considerations that
may be important to you in connection with your interest in the Notes and the
exchange offer.

The Company

General

We have the largest population coverage and the most subscribers of any
affiliate of Sprint PCS, the fastest growing wireless company in the United
States. We intend to be a leading provider of wireless PCS service throughout
the Gulf States region by marketing our services under the Sprint PCS name.
Sprint and MCI WorldCom announced on October 5, 1999 that the boards of
directors of both companies have approved a definitive merger agreement whereby
the two companies would merge to form a new company called WorldCom. The merger
is subject to various conditions, including the approvals of the shareholders
of both companies, the Federal Communications Commission, the Justice
Department, various state government bodies and foreign antitrust authorities.
We do not expect the merger to have a negative impact on our affiliation with
Sprint or its successor if the merger is completed.

Our service area covers eastern Texas, southern Oklahoma, southern Arkansas,
significant portions of Louisiana, Alabama and Mississippi, the Florida
panhandle and southern Tennessee, and is contiguous with Sprint PCS's recently
launched markets of Houston, Dallas, Little Rock, New Orleans, Birmingham,
Tallahassee and Memphis. We are constructing a 100% digital, 100% wireless PCS
network that, when complete, will include a service area covering a population
of approximately 9.9 million. As of September 30, 1999, we had built out our
network in nine markets covering a population of approximately 3.0 million and
were providing wireless PCS service to approximately 33,000 subscribers
(assuming completion of the Meretel transaction described in the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations"). We intend to complete the construction of our network
by June 2001. After the completion of this financing, our buildout plan will be
fully funded.

Under a long-term management agreement with Sprint PCS, we have the
exclusive right to offer Sprint PCS products and services, on spectrum licensed
to Sprint PCS, throughout our entire service area under the Sprint(R) and
Sprint PCS(R) brand names. Our exclusive relationship with Sprint PCS allows us
to take advantage of the strength and reputation of Sprint PCS's national
brand. We believe that the benefits of our affiliation with Sprint PCS in our
service area include:

.strong brand recognition and national marketing campaigns;

.exclusive Sprint PCS traveling partner;

.access to Sprint PCS products and services;

.availability of Sprint PCS "Free and Clear" one-rate pricing plans;

.nationwide coverage;

.established direct and indirect distribution channels;

.volume-driven vendor discounts;

.access to Sprint PCS engineering and network design;

.reduced startup costs;

.long-term management agreement; and

.availability of technology and service advances developed by Sprint PCS.

We manage our operations to perform to the high standards of service and
technical quality by which Sprint PCS is known and on which Sprint PCS has
built the fastest growing wireless company in the United States.

In addition to our wireless PCS service, we provided cellular and paging
service to approximately 85,000 subscribers in southwest Louisiana as of
September 30, 1999. Our Louisiana cellular and paging business had $39.8
million in revenues for the 12 months ended September 30, 1999.

We have a long heritage in the telecommunications business. The Henning
family, which controls US Unwired, has been involved in telecommunications
continuously since 1928. The Henning family has a history of being first-to-
market in southwestern Louisiana with many major telephony developments,
including first wireline operator in Cameron Parish, Louisiana (1928), first
cellular provider in southwestern Louisiana (1987) and first PCS service
provider in southwestern Louisiana (1997).

We funded the initial phase of the PCS network buildout through a sale of
our non-Louisiana cellular assets in 1998. The net proceeds from the sale of
the cellular properties were reinvested in the development of our PCS
properties.

We recently raised additional capital through a $50 million investment by
The 1818 Fund III, L.P., a Delaware private equity partnership managed by Brown
Brothers Harriman & Co. That investment is structured as Series A preferred
stock that is convertible into 13.8% of the common equity of US Unwired,
assuming the exercise of options granted to management to purchase up to
500,000 shares of the common equity. The proceeds of the sale of the preferred
stock, together with our available senior credit facilities and the proceeds of
the offering of the existing notes, all of which are referred to as our
financings, will be used to fund the full buildout of our PCS network and for
other general corporate purposes.

Sprint PCS

Sprint, a diversified telecommunications provider, launched, through an
affiliate, the first commercial PCS service in the United States in 1995. Since
that time, Sprint PCS, a group of subsidiaries of Sprint, has engaged in the
development of PCS as a wireless standard and is continuing an aggressive
campaign to deploy a nationwide 100% digital, 100% PCS network through its own
efforts and affiliations with third party wireless operators such as ourselves.

As of September 30, 1999, Sprint PCS, together with its affiliated
companies, operated PCS systems within the United States and its territories
covering approximately 180 million people in more than 280 metropolitan markets
and provided service to nearly 4.7 million subscribers.

Our Affiliation with Sprint PCS

As an affiliate of Sprint PCS, we have entered into management agreements
with Sprint PCS under which we will have the exclusive right to market Sprint
PCS products and services in our service area on spectrum for which Sprint PCS
acquired licenses from the Federal Communications Commission in 1994 and 1996.
These agreements govern our relationship with Sprint PCS, stipulate
construction and performance guidelines and are structured with the following
principal points:

. each agreement has a term of 50 years with an initial period of 20 years
and three automatic, successive 10-year renewal periods;

. each agreement requires total collected revenue sharing of 8% to Sprint
PCS and 92% to US Unwired, except that US Unwired retains 100% of
revenues from non-US Unwired Sprint PCS customers traveling in our
service area, extraordinary income and equipment sales; and

. each agreement contains various put and call options regarding both the
sale of our PCS business and network and/or the purchase of the Sprint
PCS licenses upon termination or breach of contract by either us or
Sprint PCS.

We believe that our service area is important to Sprint PCS's plan to have a
100% digital, 100% PCS network with nationwide coverage. To date, Sprint PCS
has made considerable investments in the licenses covering our service area. We
estimate that Sprint PCS paid over $100 million to acquire the PCS licenses in
our service area and to clear the licensed markets for microwave radio
frequency service.

Benefits of Our Affiliation with Sprint PCS

Our exclusive relationship with Sprint PCS provides us with many operational
and business advantages, including:

Exclusive access to Sprint PCS products and services. We are the
exclusive provider of Sprint PCS's 100% digital, 100% PCS products and
services in our service area. We have the right to market Sprint PCS
products and services in our service area and provide these products and
services under the Sprint(R) and Sprint PCS(R) brand names.

Strong brand recognition and national advertising support. We expect to
benefit from the strength and reputation of the Sprint(R) and Sprint PCS(R)
brands. In our local markets, we have the royalty-free use of the Sprint(R)
and Sprint PCS(R) brands and logos, and we benefit from Sprint PCS's
national advertising campaigns and developed marketing programs at no
additional cost.

Sprint PCS "Free and Clear" one-rate pricing plans. We offer to our
customers the same strategic free long distance, free traveling on the
Sprint PCS network and accompanying promotional campaigns, including
handset and accessory promotions, that Sprint PCS offers to all of its
customers throughout the United States.

Established distribution channels. We have access to all the national
distribution channels used by Sprint PCS. These channels include:

. major national third party retailers such as Radio Shack, Office
Depot, Circuit City, Dillard's, Sam's Wholesale Club, Office Max and
Best Buy;

. Sprint PCS's national inbound telemarketing sales program;

. Sprint PCS's Business-to-Business and national accounts sales
programs; and

. Sprint PCS's electronic commerce sales platform.

Nationwide coverage. We operate our PCS network seamlessly with the
Sprint PCS network. This provides our customers with the ability to place
calls in any Sprint PCS service area throughout the United States without
incurring charges for traveling on Sprint PCS's network or, under certain
pricing plans, incurring long distance charges.

Exclusive traveling partner to Sprint PCS. We are the exclusive provider
of traveling services for all non-US Unwired Sprint PCS customers in our
service area and benefit from the increased traffic created by other Sprint
PCS customers who travel in our service area.

Sprint PCS engineering and network design. In markets where we utilize
spectrum owned by Sprint PCS, Sprint PCS provides the engineering services
required for microwave clearance and handles all of the design, planning
and relocation of any radio cell sites.

Economies of scale of a nationwide network. We have access to network
and subscriber equipment under Sprint PCS's vendor contracts that provide
for volume discounts. These discounts will reduce the overall capital
required to build our PCS network and will lower the cost of subscriber
equipment.

Reduced startup costs. We estimate that Sprint PCS spent over $100
million to purchase a substantial portion of the licenses covering our
service area and for microwave clearing. As a Sprint PCS affiliate, we did
not have to acquire most of the licenses, and this reduced our start-up
costs.

Availability of technology and service advances developed by Sprint PCS.
Sprint PCS's extensive research and development effort produces ongoing
benefits through both new technological products as well as enhanced
service features. We have immediate access to any developments produced by
Sprint PCS for use over the nationwide PCS network.

Our Competitive Strengths

In addition to the advantages provided by our strategic affiliation with
Sprint PCS, we have the following competitive strengths:

Extensive territorial reach. With a population of approximately 9.9
million in our service area, we cover a significant percentage of the
population in the Gulf States region (which includes Louisiana,
Mississippi, Alabama, eastern Texas, and the Florida panhandle), southern
Tennessee, southern Arkansas and southern Oklahoma. Our service area
possesses characteristics that are favorable to wireless communications,
which include:

. extensive highway miles and commuter zones;

. high commuter activity;

. concentration of major industries;

. major regional tourist destinations; and

. a large number of higher education institutions.

Existing corporate infrastructure. We retained most of our corporate
staff following the sale of our non-Louisiana cellular assets to assist in
the buildout of our Sprint PCS network. Accordingly, we have internal
capabilities to handle billing, customer care, accounting, treasury and
legal services in our markets where we currently offer PCS service and a
substantial majority of our new markets. We believe that providing these
functions ourselves is more cost-effective than outsourcing them to third
parties. In a limited number of markets, however, Sprint PCS will provide
us on a contract basis with selected back office functions such as billing
and customer care.

Cash flow from cellular and paging operations. Our cellular and paging
operations provide a significant source of funding for the buildout of our
PCS network. Our internally-generated cash flow reduces our need to access
outside capital to fund our business plan.

Significant number of owned licenses. In addition to the licenses
provided to us through our agreements with Sprint PCS, we own thirteen 10
MHz PCS licenses and three 25 MHz cellular licenses within our service area
and nine 10 MHz PCS licenses outside our service area. Combining the Sprint
PCS licenses with our own licenses, we have access to 40 MHz of bandwidth
in many of our markets. We believe that this access positions us well for
the possible future introduction of wireless internet and data transmission
service.

High-quality customer care. We are committed to building strong customer
relationships by providing high-quality customer care. We serve our
customers from our state-of-the-art call center facility in Lake Charles,
Louisiana. Our customer care representatives are accessible from any of our
handsets at no charge to the customer. Additionally, we are staffing each
of our retail outlets with full-time customer care representatives to
interface directly with the customers concerning billing and service
issues. Our web-based services include online account information that
allows customers to check billing or otherwise manage their accounts.

Our Business Strategy

Our principal business strategy is to become the leading provider of
wireless PCS services in each market in our service area. We intend to achieve
this goal by offering high-capacity, high-quality, advanced communications on
our 100% digital, 100% PCS wireless network. We believe the following elements
of our business strategy will distinguish our wireless service offerings from
those of our competitors and will enable us to compete successfully in the
wireless communications marketplace:

Leverage relationship with Sprint PCS. We intend to capitalize on the
benefits from our relationship with Sprint PCS:

. strong brand recognition and national marketing campaigns;

. exclusive Sprint PCS traveling partner;

. access to Sprint PCS products and services;

. availability of Sprint PCS "Free and Clear" one-rate pricing plans;

. nationwide coverage;

. established direct and indirect distribution channels;

. volume-driven vendor discounts;

. access to Sprint PCS engineering and network design;

. reduced startup costs;

. long-term management agreement; and

. availability of technology and service advances developed by Sprint
PCS.

Execute integrated marketing plan. Our marketing approach leverages
Sprint PCS's nationwide presence and brand name. We emphasize the improved
quality, enhanced features and favorable pricing of Sprint PCS service. In
addition, we leverage the clout of the Sprint PCS organization through
Sprint PCS's:

. household name recognition;

. dynamic national advertising campaigns;

. reputation for providing high-end quality product and service;

. organized national accounts sales force;

. e-commerce website; and

. pre-negotiated contracts with national retail chain outlets.

On the local level, we offer a complementary strategy through:

. multi-media marketing efforts, including point-of-sale, print,
television and radio campaigns for our own co-branded US Unwired(R)
and Sprint PCS(R) retail outlets;

. our network of approximately 270 independent agent representatives;
and

. direct mail efforts and our website, www.usunwired.com.

Execute high-quality buildout plan. We are constructing a state-of-the-art,
high quality 100% PCS network utilizing 100% digital technology.

. Our network design has a high density of cell sites which, together
with the use of digital PCS technology, allow our system to handle
higher traffic demand than cellular operators, thereby allowing us to
offer lower per-minute rates.

. Our network design allows extensive use of micro- and mini-cell sites
to service expensive, difficult to reach locations and coverage gaps
within our wireless network.

. We will maintain low construction costs for our network by planning to
co-locate on existing towers as our primary strategy and developing
our radio frequency design around this strategy.

Network Buildout and Financing Plan

We expect the combined proceeds of our financings to meet our anticipated
funding requirements of $294.7 million to provide full buildout of our PCS
network and funding of anticipated operating losses for the period from July
1999 through December 2001. Simultaneously with the offering of the existing
notes, we issued to The 1818 Fund $50 million of Series A preferred stock, the
proceeds of which we will use for general corporate purposes, including the
buildout of our PCS network. Under our current business model, we anticipate no
need to return to the capital markets for any additional financing for the
foreseeable future and expect to be self-funding for working capital and
maintenance capital expenditures.

As of September 30, 1999, we had completed the buildout and launched our PCS
service in the following nine markets covering an aggregate population of
approximately 3.0 million: Alexandria, Houma, Lake Charles, Monroe and
Shreveport, Louisiana and Beaumont, Longview-Marshall, Texarkana and Tyler,
Texas. When we complete our network buildout, we expect to cover 55% to 75% of
the population in a majority of markets in our service area.

We anticipate that we will complete network construction of our markets and
be providing PCS service to a licensed population of approximately 3.4 million
by December 1999, to a licensed population of approximately 8.4 million by
December 2000, and to our entire service area of approximately 9.9 million
licensed population by June 2001. We are providing the overall project and
construction management of the design, site acquisition, installation and
testing of our PCS transmission system.

Network communications equipment. Lucent Technologies, Inc. will supply the
radio base stations, switches and other related PCS transmission equipment,
software and services necessary for our seven built out markets and our markets
that we expect to build out by December 2000. Lucent has assigned a dedicated
project management team to assist us in the installation and testing of the
transmission equipment. We are currently entertaining competing bids for the
provision of these products and services for our remaining markets.

Corporate Structure

The following chart illustrates our proposed corporate structure, and
identifies our Subsidiary Guarantors, following the completion of our
financings and other future events described in this prospectus, assuming we
apply the proceeds as intended:

[Chart appears here]

Unwired Telecom Corp., a Louisiana corporation, is an operating subsidiary
that holds all of our owned cellular licenses and cellular and paging operating
assets.

US Unwired is a Louisiana corporation with principal executive offices at
One Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629. Our phone
number is (800) 673-2200, and our website is www.usunwired.com. LA Unwired is a
Louisiana limited liability company. The mailing addresses and phone numbers of
the principal executive offices of LA Unwired and Unwired Telecom are the same
as US Unwired's.

Summary of the Exchange Offer

On October 29 1999, we completed a private offering of $400,000,000 in
aggregate principal amount at maturity of 13 3/8% Series A Senior Subordinated
Discount Notes due 2009. These existing notes were sold for a total purchase
price of $209,224,000.

We entered into a registration rights agreement with the initial purchasers
in the private offering in which we agreed, among other things, to deliver to
you this prospectus and to use our commercially reasonable efforts to issue the
exchange notes on the earliest practicable date and, in any event, within 30
business days of the effectiveness of the registration statement of which this
prospectus is a part. If we fail to satisfy our registration obligations under
the registration rights agreement, each holder of existing notes will be
entitled to receive liquidated damages equal to $.05 per week per $1,000
principal amount held. The liquidated damages will be increased by $.05 per
week per $1,000 principal amount of existing notes for each 90-day period
during which the exchange notes are not issued. The maximum amount of
liquidated damages is $.50 per week per $1,000 principal amount of existing
notes.

This exchange offer entitles you to exchange your existing notes for
exchange notes that are issued in a transaction that is registered with the SEC
and which have substantially identical terms to the existing notes with the
exceptions noted immediately below this paragraph. After the exchange offer is
complete, you will no longer be entitled to any exchange or registration rights
for your existing notes or your exchange notes. We believe that the exchange
notes that will be issued in this exchange offer may be resold by you without
compliance with the registration and prospectus delivery provisions of the
Securities Act, subject to specified conditions. You should read the discussion
under the headings "Summary of Terms of Exchange Notes," "The Exchange Offer"
and "Description of the Notes" for further information about the exchange
notes.

The Exchange Offer........ We are offering to exchange the existing notes for
up to $400,000,000 principal amount of the exchange
notes. Existing notes may be exchanged only in
increments of $1,000 principal amounts.

The terms of the exchange notes are substantially
identical to the existing notes, except that the
exchange notes will not be subject to transfer
restrictions and holders of exchange notes will
have no registration rights. Also, the exchange
notes will not contain provisions for the payment
of liquidated damages.

Resale.................... We believe the exchange notes may be offered for
resale, resold and otherwise transferred by you
without compliance with the registration and
prospectus delivery provisions of the Securities
Act provided that:

. you acquire the exchange notes in the ordinary
course of your business;

. you are not participating and have no
understanding with any person to participate in
the distribution of the exchange notes issued to
you; and

. you are not our affiliate.

If you are a broker-dealer that is issued exchange
notes for your own account in exchange for existing
notes acquired by you as a result of market-making
or other trading activities, you must acknowledge
that you will deliver a prospectus meeting the
requirements of the Securities Act in connection
with any resale of the exchange notes. You may use
this prospectus for an offer to resell, resale or
other retransfer of the exchange notes issued to
you.

Expiration Date........... , 2000, at 5:00 p.m., New York City time,
unless we extend the exchange offer. It is possible
that we will extend the exchange offer until all
existing notes are tendered. You may withdraw
existing notes you tendered at any time before 5:00
p.m., New York City time, on the expiration date,
as described under the headings "The Exchange
Offer--Terms of the Exchange Offer; Period for
Tendering Existing Notes" and "The Exchange Offer--
Withdrawal Rights."

Interest on the Notes..... The exchange notes, like the existing notes, will
bear interest at a rate of 13 3/8% per year,
payable semi-annually on May 1 and November 1,
commencing May 1, 2005. April 15 and October 15 are
the record dates for determining holders entitled
to interest payments.

Conditions to the
Exchange Offer........... The exchange offer is subject only to the following
conditions:

. the exchange offer must comply with applicable
laws or any applicable interpretation of the
staff of the SEC; and

. no judicial or administrative proceeding shall
have been threatened that would limit us from
proceeding with the exchange offer.

Conditions to the
Exchange of your
Existing Notes........... The exchange of your existing notes is subject only
to the following conditions:

. your tender of your existing notes; and

. your representation that you are not our
affiliate, that the exchange notes you will
receive are being acquired by you in the ordinary
course of your business and that at the time the
exchange offer is completed you have no plans to
participate in the distribution of the exchange
notes.

Book-Entry Interests...... The existing notes were issued as global securities
and were deposited when they were issued with State
Street Bank and Trust Company as custodian for The
Depository Trust Company, or DTC. Beneficial
interests held in the existing notes by
participants in DTC are shown on, and transfers of
the existing notes can be made only through,
records maintained in book-entry form by DTC and
its participants. We refer to these beneficial
interests as "notes held in book-entry form" or
"book-entry interests."

Procedures for Tendering
Existing Notes........... If you wish to tender your existing notes for
exchange pursuant to this exchange offer, you must
transmit a properly completed and duly executed
letter of transmittal, including all other
documents required by the letter of transmittal, to
the exchange agent at one of the addresses set
forth under the heading "The Exchange Offer--
Exchange Agent" on or prior to the expiration date.

By executing the letter of transmittal, you will
represent to us that, among other things:

. you will acquire the exchange notes that you
receive in the ordinary course of your business;

. you have no arrangement with any person to
participate in a distribution of the exchange
notes; and

. you are not our "affiliate."

If you are a broker-dealer that receives exchange
notes for your own account in exchange for existing
notes that you acquired as a result of market-
making or other trading activities, you must
acknowledge that you will deliver a prospectus
meeting the requirements of the Securities Act in
connection with any resale of the exchange notes.
The letter of transmittal states that if you
acknowledge that you will, and do, deliver a
prospectus meeting the requirements of the
Securities Act, you will not be deemed to admit
that you are an "underwriter" within the meaning of
the Securities Act. You may use this prospectus for
an offer to resell, resale or other retransfer of
exchange notes issued to you.

In addition to transmitting the letter of
transmittal:

. certificates for existing notes must be received
by the exchange agent along with the letter of
transmittal;

. a timely confirmation of a book-entry transfer
(what we call a "book-entry confirmation") of
your existing notes, if this procedure is
available, into the exchange agent's account at
DTC pursuant to the procedure for book-entry
transfer described under the heading "The
Exchange Offer--Book-Entry Transfer," must be
received by the exchange agent prior to the
expiration date;

. you must comply with the guaranteed delivery
procedures described under the heading "The
Exchange Agent--Guaranteed Delivery Procedures."

Special Procedures for
Beneficial Owners........ If you are a beneficial owner of existing notes
held in book-entry form by, or registered in the
name of, a broker, dealer, commercial bank, trust
company or other nominee and wish to tender those
existing notes in the exchange offer, please
contact the registered holder as soon as possible
and instruct it to tender the existing notes on
your behalf and comply with the instructions in
this prospectus. If you are the registered holder
for a beneficial owner of Notes, you should, upon
receipt of this prospectus, promptly seek
instructions from the beneficial owner whether the
beneficial owner would like for you to tender any
or all of the existing notes that you hold for the
account of the beneficial owner. We have included a
form of letter to a beneficial owner in the letter
of transmittal accompanying this prospectus.

Withdrawal Rights......... You may withdraw existing notes that you tender by
furnishing a notice of withdrawal to the exchange
agent containing the information described under
the heading "The Exchange Offer--Withdrawal Rights"
at any time before 5:00 p.m. New York City time on
the expiration date, which initially is , 2000
but is subject to extension.

Acceptance of Existing
Notes and Delivery of
Exchange Notes........... We will accept for exchange any and all existing
notes that are properly tendered before the
expiration date in accordance with the discussion
under the heading "The Exchange Offer--Procedures
for Tendering Existing Notes." The same conditions
described under the heading "The Exchange Offer--

Certain Conditions to the Exchange Offer" will
apply. The exchange notes will be issued promptly
following the expiration date.

U.S. Federal Income Tax
Considerations........... Generally, the exchange of existing notes for
exchange notes in the exchange offer will not be a
taxable event for U.S. federal income tax purposes.
See "Certain U.S. Federal Tax Considerations."

Use of Proceeds........... We will not receive any proceeds from the exchange
of existing notes for exchange notes pursuant to
the exchange offer.

Exchange Agent............ State Street Bank and Trust Company is serving as
exchange agent for the exchange offer.

You should read the discussion under the heading "The Exchange Offer" for
more detailed information concerning the terms of the exchange offer.

Summary of Terms of Exchange Notes

The form and terms of the exchange notes to be issued in the exchange offer
are substantially identical to the form and terms of existing notes except that
the exchange notes will be issued in a transaction registered under the
Securities Act and, accordingly, will not bear legends restricting their
transfer. In addition, the exchange notes will not contain the liquidated
damages provisions related to the registration of the existing notes and
consummation of the exchange offer. The exchange notes will evidence the same
debt as the existing notes, and both the existing notes and the exchange notes
will be governed by the same indenture.

Securities Offered........ Up to $400.0 million in aggregate principal amount
at maturity of 13 3/8% Series B Senior Subordinated
Discount Notes due 2009.

Issuer.................... US Unwired Inc.

Maturity.................. November 1, 2009

Interest and Accretion.... The Notes will accrete in value at a rate of
13 3/8% per annum until November 1, 2004, compounded
semi-annually. At that time, interest will begin to
accrue and will be payable in cash semi-annually on
May 1 and November 1 of each year, commencing on
May 1, 2005. The yield to maturity of the Notes is
13 3/8% (computed on a semi-annual bond-equivalent
basis) calculated from October 29, 1999.

Subsidiary Guarantees..... Our obligations under the Notes will be fully and
unconditionally guaranteed (the "Subsidiary
Guarantees") by all of our existing and future
restricted subsidiaries (other than LEC Unwired,
our operating subsidiary that holds all of our
local exchange operating assets) (collectively, the
"Subsidiary Guarantors"). The Subsidiary Guarantees
will be subordinate in right of payment to all
existing and future senior indebtedness of the
Subsidiary Guarantors. The Subsidiary Guarantees
will rank equal in right of payment to other
existing and future senior subordinated
indebtedness of the Subsidiary Guarantors and
senior in right of payment to all of the existing
and future obligations of the Subsidiary Guarantors
that are expressly subordinated in right of payment
to the Subsidiary Guarantees.

Ranking................... The Notes will be our general unsecured obligations
and will rank equally in right of payment to all of
our existing and future senior subordinated
indebtedness and senior in right of payment to
existing and future obligations that are expressly
subordinated in right of payment to the Notes. The
Notes will rank junior to all existing and future
Senior Debt, as defined in the Indenture governing
the Notes.

Assuming we had received the proceeds of our
financings on September 30, 1999 and applied them
as intended, the Notes would have been subordinated
to $9.9 million of Senior Debt.

Optional Redemption....... We may redeem the Notes at our option, in whole or
in part, at any time on or after November 1, 2004
at the redemption prices set forth in this
prospectus, plus accrued and unpaid interest, if
any, and liquidated damages, if any, thereon to the
date of redemption.

In addition, at any time prior to November 1, 2002,
we may redeem up to 35% of the principal amount of
the Notes originally issued with the net cash
proceeds of specified sales of common equity. In
that case, the redemption price will be equal to
113 3/8% of the accreted value as of the date of
redemption, plus liquidated damages, if any,
thereon, to the redemption date. At least 65% of
the aggregate principal amount of the Notes
originally issued must remain outstanding following
each such redemption.

Change in Control......... Upon certain change of control events you may
require us to repurchase all or any part of your
Notes. The repurchase will be

in cash at a price equal to 101% of the accreted
value thereof (if the date of repurchase is prior
to November 1, 2004) and 101% of the aggregate
principal amount thereof (if the date of repurchase
is on or after November 1, 2004), plus accrued and
unpaid interest and liquidated damages, if any, on
the Notes, to the date of repurchase.

A change of control of our company may be deemed to
be a default under our credit facilities. For this
and other reasons, we cannot assure that in the
event of a change of control we would have
sufficient funds to purchase all Notes tendered.

Certain Covenants......... The indenture contains covenants that limit, among
other things, our ability to:

. pay dividends, redeem capital stock and make
other restricted payments or investments;

. incur additional indebtedness or issue preferred
equity interests;

. merge, consolidate or sell all or substantially
all of our assets;

. create liens on assets; and

. enter into transactions with affiliates or
related persons.

Anti-Layering............. We will not incur any indebtedness that is
subordinate in right of payment to any of our
Senior Debt and senior in any respect in right of
payment to the Notes. No Subsidiary Guarantor will
incur any indebtedness that is subordinate in right
of payment to any Senior Debt of such Subsidiary
Guarantor and senior in any respect in right of
payment to its Subsidiary Guarantee.

Risk Factors.............. You should read and carefully consider the
discussion under the heading "Risk Factors."

Certain Financial Information

The following tables set forth certain unaudited financial information for
our Louisiana cellular operations provided through Unwired Telecom and our PCS
operations provided through LA Unwired for the three years ended December 31,
1996, 1997 and 1998, and for the nine months ended September 30, 1998 and 1999.
You should read the information in these tables in conjunction with our
consolidated financial statements and the related notes and the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," all of which are included elsewhere in this prospectus.

LA Unwired PCS Operations

The table below reflects the results of our PCS operations, provided through
LA Unwired, which we commenced in our markets in the third quarter of 1998. The
information presented below excludes the PCS operations provided through our
minority ownership interest in Meretel.

Nine Months
Ended
Year Ended September
December 31, 30,
---------------- ------------
1996 1997 1998 1998 1999
---- ---- ------ ---- -------

Revenues (in thousands)....................... -- -- $1,509 339 $11,592
Ending subscribers/(1)/....................... -- -- 5,698 591 23,379
Penetration/(2)/.............................. -- -- 0.4% N/A 1.1%
Monthly churn/(3)/............................ -- -- 1.5% N/A 3.5%
Average monthly service revenue per
subscriber/(4)/.............................. -- -- $ 91 92 $ 67

Louisiana Cellular Operations

In July 1998, we sold all of our assets related to our Mississippi, Alabama
and Kansas cellular markets, along with our majority interest in Mississippi 34
Cellular Corporation, to raise capital for entry into the PCS market. The table
below reflects the results of our Louisiana cellular operations, which began in
1985. The information presented below excludes the Mississippi, Alabama and
Kansas cellular markets and the results of the majority interest in Mississippi
34 Cellular Corporation.

Nine Months
Ended September
Year Ended December 31, 30,
------------------------- ----------------
1996 1997 1998 1998 1999
------- ------- ------- ------- -------

Revenues (in thousands).......... $31,955 $37,829 $41,555 $30,929 $29,161
Ending subscribers............... 45,276 56,852 67,204 62,807 60,548
Penetration/(2)/................. 12.1% 15.2% 17.6% 16.8% 15.9%
Monthly churn/(3)/............... 1.4% 1.3% 1.8% 1.7% 2.8%
Average monthly service revenue
per subscriber/(4)/............. $ 57 $ 48 $ 45 $ 46 $ 42

- --------
(1) Upon completion of the asset exchange with Meretel described in the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," our subscriber base will increase to approximately
33,000.
(2) Represents the ratio of ending subscribers to the total population of the
markets. Because these numbers do not materially change, the population
used to calculate penetration for the nine months ended September 30, 1998
and September 30, 1999 were the populations for the years ended 1997 and
1998, respectively. Penetration for LA Unwired at September 30, 1999 was
less than 0.1%.

(3) Represents the ratio of disconnects to the average number of subscribers
divided by the number of months in the period. Average subscribers is
defined as the number of subscribers at the beginning of the period plus
the number of subscribers at the end of the period divided by two. For the
LA Unwired 1998 calculation, the number of months in the period includes
only October, November and December, as there was only minimal activity in
the third quarter of 1998. The effect of including the third quarter would
have materially understated monthly churn.
(4) Determined for a period by dividing (i) the sum of the access, airtime,
roaming, long distance, features, connection, disconnection and other
revenues for such period by (ii) the average number of subscribers for such
period, divided by the number of months in such period. For the LA Unwired
1998 calculation, the number of months in the period includes only October,
November and December, as there was only minimal activity in the third
quarter of 1998. The effect of including the third quarter would have
significantly understated the average monthly service revenue per
subscriber.

RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus in connection with your interest in the Notes and the exchange
offer.

Risks Related to the Exchange Offer

If you do not properly tender your existing notes, you will continue to hold
unregistered notes and your ability to transfer your existing notes will be
impaired.

We will only issue exchange notes in exchange for existing notes that are
timely received by the exchange agent together with all required documents,
including a properly completed and signed letter of transmittal. Therefore, you
should allow sufficient time to ensure timely delivery of the existing notes,
and you should carefully follow the instructions on how to tender your existing
notes. Neither we nor the exchange agent is required to tell you of any defects
or irregularities with respect to your tender of the existing notes. If you do
not tender your existing notes or if we do not accept your existing notes
because you did not tender your existing notes properly, then, after we
consummate the exchange offer, you may continue to hold notes that are subject
to the existing transfer restrictions. If you are a broker-dealer that receives
exchange notes for your own account in exchange for existing notes that you
acquired as a result of market-making activities or any other trading
activities, you will be required to acknowledge that you will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of these exchange notes. After the exchange offer is consummated, if
you continue to hold any existing notes, you may have difficulty selling them
because there will be fewer existing notes outstanding and no further
requirements that we offer to exchange them for registered notes.

We cannot be sure that an active trading market will develop for the Notes.

Prior to this offering, there has been no public market for the existing
notes. We do not intend to apply for listing of the exchange notes on any
securities exchange or for quotation through The Nasdaq Stock Market. In
addition, the liquidity of any trading market in, and any market price quoted
for, the exchange notes may be negatively impacted by changes in the overall
market for high yield securities and by changes in our financial performance or
prospects or in the prospects for companies in our industry generally. As a
result, you cannot be sure that an active trading market will develop for the
exchange notes.

To the extent that a large amount of the existing notes are not tendered or
are tendered and not accepted in the exchange offer, the trading market for the
exchange notes could be materially impaired. Generally, a limited amount, or
"float," of a security could result in less demand to purchase the security
and, as a result, could result in lower prices for the security. We cannot
assure you that a sufficient number of existing notes will be exchanged for
exchange notes so that this does not occur.

Risks Related to US Unwired

We have substantial indebtedness which could adversely affect our financial
health and prevent us from fulfilling our obligations under the Notes.

We have a substantial amount of debt. Assuming we had received the proceeds
from all of our financings on September 30, 1999 and applied them as intended,
our outstanding debt would have consisted of:

. approximately $209.2 million in accreted value of the Notes of US
Unwired; and

. approximately $2.6 million of debt guaranteed by US Unwired, representing
our proportionate share of the indebtedness of Meretel (assuming
completion of the Meretel transaction described in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results
of Operations").

We may incur additional debt in the future. The indenture governing the
Notes will permit us to incur additional debt, subject to limitations. Our
credit facilities provide for total borrowings of up to $130.0 million.

The substantial amount of our debt will have a number of important
consequences for our operations, including:

. we will have to dedicate a substantial portion of any cash flow from
operations to the payment of interest on, and principal of, our debt,
which will reduce funds available for other purposes;

. we may not have sufficient funds to pay interest on, and principal of,
our debt (including the Notes);

. we may not be able to obtain additional financing for capital
requirements, capital expenditures, working capital requirements and
other corporate purposes;

. some of our debt, including borrowings under our credit facilities, will
be at variable rates of interest, which could result in higher interest
expense if interest rates increase;

. our borrowings under the credit facilities are secured by a significant
portion of our assets, including the pledge of the membership interests
of LA Unwired and the capital stock of Unwired Telecom and security
interests in all tangible and intangible assets of LA Unwired and Unwired
Telecom, including assignments of all Sprint PCS agreements and network
contracts;

. we may not be able to adjust to changing market conditions or withstand
competitive pressures;

. we may be inflexible in planning for, or reacting to, changes in our
business and our industry;

. we may be at a competitive disadvantage compared to our competitors that
have less debt; and

. we may be unable to borrow additional funds due to the financial and
other restrictive covenants in our credit agreements, and our failure to
comply with those covenants could result in an event of default which, if
not cured or waived, could impair our ability to repay the Notes.

We will require a significant amount of cash to service our indebtedness. Our
ability to generate cash depends on many factors beyond our control.

Our ability to make payments on our debt, including the Notes, depends upon
our future operating performance, which is subject to general economic and
competitive conditions and to financial, business and other factors, many of
which we cannot control. A substantial portion of our cash flow from operations
will be dedicated to the payment of principal and interest under our credit
facilities. In addition, beginning in 2005, we will have significant cash
interest payment service obligations under the Notes. We cannot assure you that
our business will generate sufficient cash flow from operations or that future
borrowings will be available to us under our credit facilities in an amount
sufficient to enable us to pay our indebtedness, including our obligations
under the Notes, or to fund our other liquidity needs. We may attempt to delay
or reduce capital expenditures, restructure or refinance our debt, sell assets
or operations or seek additional equity capital. We may be unable to take any
of these actions on satisfactory terms, or at all, or in a timely manner.
Further, none of these actions may be sufficient to allow us to service our
debt obligations. Our existing debt agreements limit our ability to take some
of these actions, and the indenture governing the Notes will contain similar
restrictions. Our failure to earn enough to pay our debts or to undertake
successfully any of these actions could, among other things, impair the market
value of the Notes.

In addition, US Unwired is a holding company, and we conduct all of our
operations through subsidiaries. Our ability to meet our debt service
obligations will depend upon our receiving dividends from those operations. The
indenture governing the Notes may allow our subsidiaries to enter into future
loan agreements which restrict or prohibit them from paying dividends. State
law may also limit the amount of the dividends that our subsidiaries are
permitted to pay.

Your right to receive payments on the Notes is junior to our and our guarantor
subsidiaries' existing indebtedness and possibly all of our and our guarantor
subsidiaries' future borrowings.

The Notes and the subsidiary guarantees rank behind all of our and our
guarantor subsidiaries' existing indebtedness (other than trade payables) and
all of our and their future borrowings (other than trade payables), except any
future indebtedness that expressly provides that it ranks equal with, or
subordinated in right of payment to, the Notes and the guarantees. As a result,
upon any distribution to our creditors or the creditors of the guarantors in a
bankruptcy, liquidation or reorganization or similar proceeding relating to us
or the guarantors or our or their property, the holders of our and our
guarantor subsidiaries' senior debt will be entitled to be paid in full in cash
before any payment may be made with respect to the Notes or the subsidiary
guarantees.

In addition, all payments on the Notes and the guarantees will be blocked in
the event of a payment default on senior debt and may be blocked for up to 179
of 360 consecutive days in the event of certain non-payment defaults on senior
debt.

In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantor subsidiaries, holders of the Notes
will participate with trade creditors and all other holders of our and our
guarantor subsidiaries' subordinated indebtedness in the assets remaining after
we and our guarantor subsidiaries have paid all of the senior debt. However,
because the indenture

requires that amounts otherwise payable to holders of the Notes in a bankruptcy
or similar proceeding be paid to holders of senior debt instead, holders of the
Notes may receive less, ratably, than holders of trade payables in any such
proceeding. In any of these cases, we and the guarantor subsidiaries may not
have sufficient funds to pay all of our creditors and holders of Notes may
receive less, ratably, than the holders of senior debt.

Assuming we had completed our financings on September 30, 1999, and applied
the proceeds as intended, the Notes and the subsidiary guarantees would have
been subordinated to $9.9 million of senior debt and approximately $130.0
million would have been available for borrowing as additional senior debt under
our credit facility. We will be permitted to borrow substantial additional
indebtedness, including senior debt, in the future under the terms of the
indenture.

Not all of the subsidiaries will guarantee the Notes.

Subsidiaries that are designated as unrestricted subsidiaries and LEC
Unwired will not guarantee the Notes. In the event of a bankruptcy, liquidation
or reorganization of any of the non-guarantor subsidiaries, holders of their
indebtedness and their trade creditors will generally be entitled to payment of
their claims from the assets of those subsidiaries before any assets are made
available for distribution to us. Assuming we had received the proceeds of our
financings on September 30, 1999 and applied them as intended, the Notes would
have been effectively junior to $9.3 million of indebtedness and other
liabilities (including trade payables) of these non-guarantor subsidiaries, and
approximately $8.7 million would have been available to those subsidiaries for
future borrowing under credit facilities. LEC Unwired generated 7.8% of our
consolidated revenues in the nine months ended September 30, 1999 and held 6.9%
of our consolidated assets as of September 30, 1999.

Unexpected events may cause us to change our financing requirements.

We will make significant capital expenditures to finish the design,
construction, testing and deployment of our PCS network. We estimate that the
combined net proceeds of our financings will be sufficient to:

. fund the planned construction of our network;

. fund operating losses; and

. satisfy debt service requirements for the next several years.

The actual expenditures necessary to achieve these goals may differ
significantly from our estimates. We would have to obtain additional financing
if:

. any of our sources of capital is unavailable or insufficient;

. we significantly depart from our business plan;

. we experience unexpected delays or cost overruns in the construction of
our network, including changes to the schedule or scope of our network
buildout;

. our operating costs increase;

. changes in technology or governmental regulations create unanticipated
costs;

. we acquire additional licenses;

. we experience faster than expected subscriber growth;

. we are granted additional buildout properties by Sprint PCS to construct
and manage;

. our business plans change; or

. our projections prove to be inaccurate.

We cannot predict whether any additional financing will be available or the
terms on which any additional financing would be available. If we cannot obtain
additional financing when needed, we will have to delay, modify or abandon some
of our plans to construct the remainder of our network.

We may be unable to implement a major communications network successfully.

We may not be able to acquire the sites necessary to complete our network.
We must lease or otherwise acquire rights to use sites for the location of base
station transmitter equipment and obtain zoning variances and other
governmental approvals to complete the construction of our network and to
provide wireless communications services to subscribers. In addition to the
sites currently in use, we will need to lease additional sites to complete
construction of our network. Local zoning ordinances may restrict our ability
to obtain sites and construct antennas, and such ordinances may prevent us from
successfully completing the buildout of our network. If we encounter
significant difficulties in leasing or otherwise acquiring rights to these
sites, we may need to alter the design of our network, and this could impair
our ability to complete construction of our network in a timely manner.

We may have difficulty obtaining infrastructure equipment. The demand for
the equipment needed to construct our network is considerable, and
manufacturers of this equipment could have substantial backlogs of orders.
Accordingly, the lead time for the delivery of this equipment may be long. Some
of our competitors purchase large quantities of communications equipment and
may have established relationships with the manufacturers of this equipment.
Consequently, they may receive priority in the delivery of this equipment. Even
though our agreements with vendors contain penalties for their failure to
deliver the equipment according to schedule, the vendors may fail to deliver
the equipment to us in a timely manner. If we do not receive the equipment in a
timely manner, we may be unable to provide wireless communications services
comparable to those of our competitors. In addition, we may be unable to
satisfy the requirements regarding the construction of our network contained in
FCC regulations and our agreements with Sprint PCS. Our failure to construct
our network in a timely manner could limit our ability to compete effectively,
cause us to lose our licenses or cause us to breach our agreements with Sprint
PCS.

We depend on consultants and contractors who could fail to perform their
obligations. We have retained an equipment vendor and other consultants and
contractors to assist in the design and engineering of radio frequency, the
identification and construction of our cell sites, switch facilities and
towers, the leasing or other acquisition of rights to use sites for the
location of cell sites, and the installation, maintenance and support of our
information technology systems. The failure by this vendor or any of these
consultants or contractors to fulfill its contractual obligations could impair
our ability to meet our buildout requirements timely and our operating results.

Our success depends on our relationship with Sprint PCS and its success.

Our business strategy depends on our relationship with Sprint PCS. We depend
on co-branding, traveling and service relationships under our management and
other agreements with Sprint PCS, and these agreements are central to our
business plan. It is important for you to understand that there are
circumstances under which Sprint PCS can terminate our right to use their brand
name as well as the following other important rights under the agreements:

. The agreements may be terminated if we fail to buildout and operate our
network in accordance with Sprint PCS's requirements, if any of Sprint
PCS's FCC licenses is lost or jeopardized or if we become insolvent.

. If our rights to use the Sprint PCS(R) brand name and logo and related
rights are revoked or otherwise become unavailable, or if any of the
agreements we have entered into with Sprint PCS are not renewed or are
terminated, our operations could be impaired.

. We use our relationship with Sprint PCS to obtain, on preferred terms
from Sprint PCS's vendors, the infrastructure equipment and handsets for
the construction and operation of our network. Any disruption in our
relationship with Sprint PCS could impair our ability to obtain this
equipment or our relationship with our vendors.

. Sprint PCS assists us with the design, development and operation of our
network and the compliance with the program requirements of the
management agreements. We depend upon Sprint PCS to provide this
assistance.

. Sprint PCS maintains requirements regarding the construction of our
network, and, in many instances, these requirements are more stringent
than those imposed by the FCC. If we fail to meet these requirements,
some of the exclusivity provisions contained in our agreements with
Sprint PCS could be terminated.

. A significant disruption to the Sprint PCS system or weakening of Sprint
PCS brands and systems could impair our operations and profitability.

Sprint PCS and its other affiliates are subject, to varying degrees, to the
same risks that affect us, and we cannot be sure that Sprint PCS and its
affiliates will be successful in developing their wireless businesses.

The termination or non-renewal of our management agreements with Sprint PCS
may trigger various put and call options, including our right to require Sprint
PCS to purchase all of our operating assets used in connection with our PCS
network, Sprint PCS's right to require us to sell these assets to them, our
right to require Sprint PCS to assign to us, subject to governmental approval,
some of their licensed spectrum and Sprint PCS's right to require us to
purchase, subject to governmental approval, some of their licensed spectrum. If
we sell our PCS network operating assets to Sprint PCS, the proceeds from the
sale may not be sufficient to satisfy the Notes. If we purchase licensed
spectrum from Sprint PCS, we may not have sufficient funds to satisfy the
Notes.

Our relationship with Sprint or its successor may be adversely affected by the
proposed merger of Sprint and MCI WorldCom.

Sprint and MCI WorldCom announced on October 5, 1999 that the boards of
directors of both companies have approved a definitive merger agreement whereby
the two companies would merge to

form a new company called WorldCom. Although the companies have approved the
merger, the completion of the merger is still subject to various conditions,
including the approvals of the shareholders of both companies, the Federal
Communications Commission, the Justice Department, various state governmental
bodies and foreign antitrust authorities. If the merger is not consummated for
these or other reasons, Sprint's business may be adversely affected which could
have a negative impact on us as a Sprint PCS affiliate. If the merger is
successfully completed, we expect our relationship with Sprint and its
successor to continue with little or no adverse effects. However, we cannot be
sure that the merger will not have a negative impact on us as an affiliate of
Sprint PCS.

Our competitors may have more resources or other advantages which may make it
difficult for us to compete effectively.

Competition in the wireless communications services industry is intense.
Many of our competitors have substantially greater financial, technological,
marketing and sales and distribution resources than we do. In addition,
competitors who entered the wireless communications services market before us
may have a significant time-to-market advantage over us. Some of our
competitors may market competitive services, such as local dial tone, long
distance and internet, together with their wireless communications services. We
may not be able to compete successfully with competitors who have substantially
greater resources or a significant "time-to-market" advantage or who offer more
services than we do.

Some of our competitors are current cellular providers and joint ventures of
current and potential wireless communications service providers and have
financial resources and customer bases greater than ours. Some of our
competitors have more established infrastructures, marketing programs and brand
names. In addition, some of our competitors may be able to offer coverage in
areas not served by our PCS network or, because of their calling volumes or
their affiliations with, or ownership of, wireless providers, may be able to
offer roaming rates that are lower than ours. PCS operators will likely compete
with us in providing some or all of the services available through the Sprint
PCS network and may provide services that we do not. Additionally, we expect
that some of the existing cellular providers, who have been operational for a
number of years and have significantly greater financial and technical
resources and customer bases than we do, will continue to upgrade their systems
to provide digital wireless communication services competitive with Sprint PCS.

Our ability to compete effectively with other providers in our service area
will depend on a number of factors, including the continued success of CDMA
technology in providing better call quality and clarity as compared to analog
and digital cellular systems, our competitive pricing with various options
suiting individual subscribers calling needs and the continued expansion and
improvement of the Sprint PCS nationwide network, customer care system and
handset options.

We compete with companies that use other communications technologies,
including enhanced specialized mobile radio, or ESMR, and domestic and global
mobile satellite service. In addition, we expect that in the future providers
of wireless communications services will compete more directly with providers
of traditional landline telephone services, energy companies, utility companies
and cable operators who expand their services to offer communications services.
We will compete also with paging and dispatch companies in our markets.
Potential users of PCS systems may find their

communications needs satisfied by other current and developing technologies.
One or two-way paging or beeper services that feature voice messaging and data
display as well as tone-only service may be adequate for potential subscribers
who do not need to speak to the caller.

Our ability to compete successfully will depend, in part, upon our ability
to anticipate and respond to various competitive factors affecting the
industry, including the introduction of new services and technology, changes to
consumer preferences, demographic trends, economic conditions and competitors'
pricing strategies, all of which could adversely affect our profitability. In
addition, the future level of demand for wireless communications services is
uncertain.

Changes in technology and customer demands could adversely affect us.

Three technological standards are being used by PCS providers in the United
States: IS-136 TDMA, CDMA and GSM. Although all three standards are digital
transmission technologies and thus share certain basic characteristics and
contrasts to analog transmission technology, they are not compatible or
interchangeable with each other.

Sprint PCS has chosen CDMA technology as the digital technology standard for
its systems. Accordingly, we and the other Sprint PCS affiliates will use CDMA
technology as well. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage compared to systems using
other technologies. If Sprint PCS needs to change its technology, we will need
to change ours as well, which will be costly and time consuming. We may not be
able to purchase and install the equipment necessary to allow for migration to
a new or different technology or to do so at an acceptable cost. If we cannot
do so, we may not be able to compete with other systems.

Our agreement with Sprint PCS precludes us from upgrading our cellular
network from analog to digital. If cellular equipment manufacturers cease
making analog cellular equipment, it could impair our ability to service our
existing cellular subscribers and attract new ones.

If the Sprint PCS network is not built out on a nationwide basis, we may not be
able to provide our customers with the traveling services they demand.

Sprint PCS currently intends to cover a significant portion of the
population of the United States, Puerto Rico and the U.S. Virgin Islands with
its CDMA-based system and those of its other affiliates, but it will take some
time, and be subject to some risk, until the entire planned area has been built
out with CDMA systems. Our agreement with Sprint PCS provides that our
customers will be able to travel on other Sprint PCS systems (including those
of other Sprint PCS affiliates), and customers of those other systems will be
able to travel on our systems. Although some other PCS competitors have
selected CDMA technology, others have chosen GSM or TDMA. Some digital cellular
systems use CDMA technology, but on different frequencies from PCS, and no
analog cellular systems use CDMA.

If one of our customers seeks to travel in an area where a CDMA-based PCS
system is not yet operational, the customer will need to use a dual-mode
handset (to travel on a PCS system that does not use CDMA) or a dual-band/dual-
mode handset (to travel on a non-CDMA cellular system).

Generally, such handsets are more costly than single-band/single-mode handsets.
Moreover, the Sprint PCS network does not allow for call hand-off between the
Sprint PCS network (including the areas built by its affiliates) and another
wireless network, which requires a customer to end a call in progress and
initiate a new call when entering an area not served by the Sprint PCS network.
In addition, the quality of the service provided by another network may not be
equal to what the Sprint PCS network affords, and our customers may not be able
to use any of the advanced features such as voicemail notification.

Year 2000 issues could cause interruption or failure of our computer systems.

We use a significant number of computer systems and software programs in our
operations, including applications used in support of our PCS network equipment
and various administrative functions. Because many computers and computer
applications define dates by the last two digits of the year, "00" may not be
properly identified as the year 2000. This error could result in
miscalculations or system errors. Although we believe that our computer systems
and software applications contain source codes that are able to interpret
appropriately dates after December 31, 1999, our failure to make or obtain
necessary modifications to our systems and software could result in systems
interruptions or failures that could impair our business.

We have completed an inventory of our computer systems, network elements,
software applications, products and other business systems. We are assessing
the impact of the Year 2000 on items identified through this inventory process
and are modifying and replacing items as needed for Year 2000 compliance. We
are using both internal and external resources to identify, correct or
reprogram, and test our systems for Year 2000 compliance. We believe that we
have prepared these critical systems for the Year 2000. In addition, we are
contacting third parties with whom we conduct business to receive the
appropriate warranties and assurances that those third parties are or will be
Year 2000 compliant. We cannot assure that full compliance will be achieved as
we and such third parties have planned or that we will receive warranties and
assurances from such third parties. We rely on third party vendors for a
significant number of our important operating and computer system functions and
therefore are highly dependent on such third party vendors for the remediation
of network elements, computer systems, software applications and other business
systems. In addition, we use publicly available services that are acquired
without contract, such as global positioning system timing signals, that may be
subject to Year 2000 issues. While we believe these systems will be Year 2000
compliant, we have no contractual or other right to compel compliance. Based
upon our evaluations to date, we believe that the total cost of modifications
and conversions of our systems will not be material, but we cannot assure that
such cost could not become material.

Our geographical proximity to the Gulf Coast may cause us to face service
interruptions associated with inclement weather conditions.

Much of our service area is on or near the Gulf Coast and could face damage
from inclement weather conditions, including hurricanes and excessive rain.
Even though we believe our insurance coverage is adequate, we may face service
interruptions for indefinite periods if a major hurricane strikes one or more
of our Gulf Coast markets.

Risks Related to the Industry

We are subject to broad and evolving government regulation.

The licensing, construction, operation, acquisition, sale and
interconnection arrangements of wireless telecommunications systems are
regulated to varying degrees by the FCC and, depending on the jurisdiction,
state and local regulatory agencies. In addition, the FCC, in conjunction with
the Federal Aviation Administration, referred to as the FAA, regulates the
marking and lighting of towers, including those used in wireless communications
networks. To the extent that we conduct operations as a competitive local
exchange carrier, we will be subject to further regulation by state authorities
and by the FCC. Our ability to conduct our business is dependent, in part, on
our compliance with the rules and regulations of these governing bodies.

Changes in regulation could impair our financial condition and operating
results. Regulation of the wireless telecommunications industry is continually
evolving and constantly changing. There are a number of issues on which
regulation has been considered or adopted, such as providing enhanced emergency
911 service, making wireless services more available to the hearing-impaired,
allowing subscribers to take their telephone numbers with them when they change
carriers, facilitating interception of wireless calls by law enforcement
authorities, and others. As new regulations are promulgated on these and other
subjects, we may be required to modify our business plans or operations to
comply with such regulations. Furthermore, the Telecommunications Act of 1996
mandated significant changes in existing regulation of the telecommunications
industry to promote competitive development of new service offerings, to expand
public availability of telecommunications services and to streamline regulation
of the industry. The continued implementation of these mandates by the FCC and
state authorities, and the rulings of the courts interpreting them, will
involve numerous changes in established rules and policies, some of which could
materially increase the cost of providing service.

The loss of any of our FCC licenses would impair our business and operating
results.

The FCC licenses that we own and that Sprint PCS owns to provide PCS
services are critical to our business. These licenses each have a term of ten
years and may be renewed upon expiration of their respective terms for a period
of ten years. The FCC may revoke any of the licenses at any time "for cause,"
which includes the failure to comply with the terms of the licenses, the
failure to remain qualified under applicable FCC rules to hold the licenses,
the commission of certain violations of FCC regulations and malfeasance and
other misconduct. We cannot ensure that our licenses or Sprint PCS's licenses
will be renewed upon expiration of their terms, or that our licenses or Sprint
PCS's licenses will not be modified in a way that impairs our operations. The
loss or nonrenewal of any license, or an action that threatens the loss of any
license, would impair our business and our operating results. Additionally, the
threat of nonrenewal or loss of any of our licenses or Sprint PCS's licenses
could diminish the market value of the Notes.

The Sprint PCS agreements reflect an affiliation that the parties believe
meets the FCC requirements for licensee control of licensed spectrum.
Management agreements have been used by FCC licensees to construct and operate
communications systems. If the FCC were to determine that our agreements with
Sprint PCS need to be modified to increase the level of licensee control, we

have agreed with Sprint PCS to use our best efforts to modify the agreements as
necessary to cause the agreements (as modified) to comply with applicable law
and to preserve to the extent possible the economic arrangements set forth in
the agreements. If the agreements cannot be modified, they may be terminated
pursuant to their terms.

Our ongoing operations may also require permits, licenses and other
authorizations from regulatory authorities not currently held by Sprint PCS or
us. None of these licenses can be transferred to another party without the
approval of the regulatory authority that issued them. These regulatory
authorities may not grant such authorizations and approvals in a timely manner,
if at all.

Network buildout requirements. All PCS licenses, including both our own
licenses and those licenses owned by Sprint PCS which we manage, are subject to
the FCC's buildout regulations. These regulations require companies that have
acquired licenses to provide wireless communications services to meet certain
minimum requirements regarding the construction of their networks. For example,
licensees of 30 MHz Blocks (such as the A-Block, B-Block, and C-Block) are
required to offer a signal level that provides adequate service to at least
one-third of the population in their licensed area within five years of receipt
of the license, and to at least two-thirds of such population within ten years
of receipt of the license. Licensees of 10 MHz Blocks (such as the D-Block, E-
Block, and F-Block) are required to offer a signal level that provides adequate
service to at least one-quarter of the population in their licensed area within
five years of receipt of the license, or to show substantial service in the
licensed area within five years of receipt of the license. Even though we have
developed a buildout plan that meets all such FCC requirements, we may be
unable to meet our buildout schedule. If we fail to comply with these
requirements, the FCC could reclaim those portions of our market area that are
not being served, impose fines on us, or, in extreme cases, revoke the related
licenses. Moreover, the population distribution of many of Sprint PCS's
licensed areas is such that even if we comply with our buildout schedule but
Sprint PCS does not buildout a sufficient portion of the licenses within the
required time, the FCC requirements will not be met and the FCC could impose
the sanctions described above.

Foreign ownership limitations. The Communications Act of 1934 prohibits more
than 20% of any licensee's equity being owned of record or voted by non-United
States citizens or their representatives, a foreign government or its
representative, or any corporation organized under the laws of a foreign
country. In addition, the FCC may decline to allow a licensee to be indirectly
controlled by another entity more than 25% of the equity of which is owned of
record or voted by foreign interests, although the FCC presumes that up to 100%
ownership by citizens of countries that have entered into the World Trade
Organization's basic accord on telecommunications will be in the public
interest. If foreign ownership exceeds the permitted level, the FCC may revoke
PCS licenses or require an ownership restructuring. We believe that we comply
with these limitations.

F-Block license requirements. The FCC imposes additional requirements on
holders of its F-Block licenses, such as us. For example, participants in the
F-Block auctions must satisfy certain requirements to qualify as an
"entrepreneur," as defined by the FCC. Then, during the first five years after
a grant of an F-Block license, the licensee can transfer the license only to
another "entrepreneur" eligible to own F-Block licenses. To determine whether
an applicant or licensee meets the qualifications for "entrepreneur" status,
the FCC combines the gross revenues and assets of the applicant or licensee and
the applicants or licensee's "financial affiliates," which can include

entities involved with the applicant or licensee as a result of common
investments, contractual relations, joint venture agreements, voting trusts,
stock ownership, ownership of stock options or convertible securities,
agreements to merge or familial relationships.

We intend to maintain our qualifications to hold our F-block licenses,
structuring any debt and equity offerings in a manner intended to ensure
compliance with the applicable FCC rules, including the restrictions on
ownership and transfer. We have relied on the representations of our investors
to determine our compliance with the FCC's rules applicable to F-Block
licenses. However, we cannot be certain that we or our investors will continue
to satisfy these requirements during the term of any PCS license granted or
transferred to our licensed subsidiaries or that we will be able to implement
successfully any mechanisms designed to ensure compliance with FCC rules. If we
do not comply with FCC rules, the FCC could fine us, revoke our PCS licenses or
require a restructuring of our equity. Any of these events could impair our
business and financing.

The future prospects of the PCS industry remain uncertain.

PCS systems have limited operating history in the United States, and we
cannot assure that the operation of these systems in our markets will become
profitable. In addition, we cannot estimate with any degree of certainty the
potential demand for PCS in our markets or competitive pricing pressures. As a
result, the future prospects of the PCS industry, including our prospects,
remain uncertain.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in consumer requirements and preferences. To remain
competitive, we must develop or gain access to new technologies to increase
product performance and functionality and to increase cost-effectiveness. Given
the emerging nature of the PCS industry, alternative technological and service
advancements could materialize in the future, prove viable and render our
technology obsolete. The development of alternative technologies could
negatively impact our business and operating results.

Subscriber turnover is greater in the PCS industry than in the cellular
industry.

The PCS industry has experienced a higher rate of PCS subscriber turnover,
or churn, than cellular industry averages. The rate of PCS subscriber churn may
be the result of several factors, including network coverage and reliability
issues (blocked calls, dropped calls, and handset problems), non-use of phones,
change of employment, affordability, customer care concerns and other
competitive factors.

We have implemented and plan to implement additional strategies to address
PCS subscriber churn, including expanding network coverage, improving network
reliability, marketing customized service and pricing plans to meet
subscribers' specific calling needs and increasing the number of customer care
representatives. We cannot assure that such strategies will be successful.
Price competition, including roaming fees, and other competitive factors could
also increase our PCS subscriber churn. A high rate of PCS subscriber churn
could negatively impact the competitive position and results of operations of
our PCS services.

Radio frequency emissions may pose health concerns.

Media reports have suggested that some radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. These concerns may discourage the use of wireless handsets
or expose us to potential litigation.

Risks Related to the Notes

We may not be able to satisfy our obligations owed to you if change of control
events occur.

Upon specific kinds of change of control events, we will be required to
offer to repurchase all outstanding Notes. It is possible, however, that we
will not have sufficient funds at the time of the change of control to make the
required repurchase of Notes or that restrictions in our credit facilities will
not allow such repurchases out of our assets and funds. Specific kinds of
important corporate events, such as leveraged recapitalizations that would
increase the level of our indebtedness, would not constitute a change of
control under the indenture governing the Notes.

Federal and state statutes allow courts, under specific circumstances, to void
or modify the Notes and the guarantees of the Notes.

Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of
a guarantee could be subordinated to all other debts of that guarantor, if,
among other things, the guarantor, at the time it incurred the indebtedness
evidenced by its guarantee:

. received less than reasonably equivalent value or fair consideration for
the incurrence of such guarantee;

. was insolvent or rendered insolvent by reason of such incurrence;

. was engaged in a business or transaction for which the guarantors
remaining assets constituted unreasonably small capital; or

. intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor or to a fund for the
benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

. the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets;

. the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or

. it could not pay its debts as they become due.

Based on historical financial information, recent operating history and
other factors, we believe that each guarantor, after giving effect to its
guarantee of the Notes, will not be insolvent, will not have unreasonably small
capital for the business in which it is engaged and will not have incurred
debts beyond its ability to pay such debts as they mature. We cannot assure
you, however, what standard a court would apply in making such determinations
or that a court would agree with our conclusions in this regard.

You may face tax and bankruptcy law concerns.

The Notes will be issued at a substantial discount from their principal
amount at maturity. Although cash interest will not accrue on the Notes prior
to November 1, 2004 and there will be no periodic payments of cash interest on
the Notes prior to May 1, 2005, original issue discount (the difference between
the aggregate principal amount at maturity and the issue price of the Notes)
will accrue from the issue date of the Notes. Consequently, you, as a holder of
Notes, generally will be required to include amounts in gross income for United
States federal income tax purposes in advance of your receipt of the cash
payments to which the income is attributable. These amounts in the aggregate
will be equal to the difference between the stated redemption price at maturity
(inclusive of stated interest on the Notes) and the issue price of the Notes.

If a bankruptcy case is commenced by or against us under the United States
Bankruptcy Code after the issuance of the Notes, your claim as a holder of the
Notes may be limited to an amount equal to the sum of the initial offering
price and that portion of the original issue discount that is not deemed to
constitute unmeasured interest for purposes of the Bankruptcy Code. Any
original issue discount that was not amortized as of the date of any such
bankruptcy filing could constitute unmeasured interest. To the extent that the
Bankruptcy Code differs from the Internal Revenue Code in determining the
method of amortization of original issue discount, you may realize taxable gain
or loss upon payment of your claim in bankruptcy.

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We sold the existing notes on October 29, 1999, to Donaldson, Lufkin &
Jenrette Securities Corporation, First Union Securities, Inc. and BNY Capital
Markets, Inc. pursuant to a purchase agreement. These initial purchasers then
sold the existing notes to qualified institutional buyers in reliance on
exemptions from registration provided by Rule 144A and Regulation S under the
Securities Act. As a condition to the purchase of the existing notes by the
initial purchasers, we and our Subsidiary Guarantors entered into a
registration rights agreement with the initial purchasers, which requires,
among other things, that promptly following the sale of the existing notes, we
and our Subsidiary Guarantors:

. file with the SEC a registration statement related to the exchange notes;

. use our commercially reasonable efforts to cause the registration
statement to become effective under the Securities Act;

. offer to the holders of the existing notes the opportunity to exchange
their existing notes for a like principal amount of exchange notes upon
the effectiveness of the registration statement; and

. use reasonably commercial efforts to issue the exchange notes on the
earliest practicable date and, in any event, within 30 business days of
the effectiveness of the registration statement.

If we fail to satisfy our registration and exchange obligations under the
registration rights agreement, we will be required to pay liquidated damages in
an amount equal to $.05 per week per $1,000 principal amount of existing notes.
The liquidated damages will be increased by $.05 per week per $1,000 principal
amount of exiting notes, up to a maximum amount of $.50 per week per $1,000
principal amount of existing notes, for each 90-day period during which the
exchange notes are not issued.

A copy of the registration rights agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part.

The exchange notes will be issued in a transaction registered under the
Securities Act and the transfer restrictions and registration rights relating
to the existing notes do not apply to the exchange notes. If you fail to
exchange your existing notes in the exchange offer, you will be subject to
risks described under the heading "Risk Factors--Risks Related to the Exchange
Offer."

The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of existing notes in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction. Each holder of existing notes
that wishes to exchange existing notes for exchange notes is required to make
the representations in the letter of transmittal accompanying this prospectus.

Resale of the Exchange Notes

Under existing interpretations of the staff of the SEC contained in several
no-action letters to third parties, the exchange notes would in general be
freely transferable after the exchange offer without further registration under
the Securities Act. However, any holder of existing notes who is

our "affiliate" or who intends to participate in the exchange offer for the
purpose of distributing the exchange notes or any broker-dealer who purchased
existing notes from us (like the initial purchasers of the existing notes) to
resell under Rule 144A or any other available exemption under the Securities
Act:

. will not be permitted to rely on the interpretation of the staff of the
SEC,

. will not be permitted to tender its existing notes in the exchange offer,
and

. must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any sale or transfer of the Notes
unless such sale or transfer is made pursuant to an exemption from such
requirements.

If you own existing notes, you should not be our affiliate or a person who
intends to participate in a distribution of the exchange notes because you have
represented to us, as a condition to purchasing existing notes, that you are
not our affiliate and that you do not intend to participate in a distribution
of the exchange notes. Nevertheless, we have pointed out the limitations that
apply to our affiliates and persons who intend to participate in a distribution
of the exchange notes because they are the same limitations that apply to
initial purchasers of existing notes who purchased existing notes from us to
resell under Rule 144A or another available exemption under the Securities Act.

By executing, or otherwise becoming bound by, the letter of transmittal,
you will represent that:

. you are not our "affiliate,"

. any exchange notes to be received by you were acquired in the ordinary
course of your business, and

. you have no arrangement with any person to participate in a distribution,
within the meaning of the Securities Act, of the exchange notes.

In addition, in connection with any resales of exchange notes, any broker-
dealer participating in the exchange offer who acquired notes for its own
account as a result of market-making or other trading activities must deliver a
prospectus meeting the requirements of the Securities Act. The letter of
transmittal states that a broker-dealer that acknowledges that it will, and
does, deliver a prospectus meeting the requirements of the Securities Act will
not be deemed to have admitted that it is an "underwriter" within the meaning
of the Securities Act. The SEC has taken the position that these broker-dealers
may fulfill their prospectus delivery requirements with respect to the exchange
notes, other than a resale of an unsold allotment from the original sale of the
existing notes, with this prospectus. Under the registration rights agreement,
we are required to allow these broker-dealers and other persons, if any,
subject to similar prospectus delivery requirements to use this prospectus as
it may be amended or supplemented from time to time, in connection with the
resale of such exchange notes.

We do not intend to seek our own no-action letter, and there is no assurance
that the staff of the SEC would make a similar determination regarding the
exchange notes as it has in these no-action letters to third parties.

Following the closing of the exchange offer, holders of existing notes not
tendered will not have any further registration rights except in limited
circumstances requiring the filing of a shelf

registration statement, and the existing notes will continue to be subject to
restrictions on transfer. Accordingly, the liquidity of the market for the
existing notes could be impaired.

Terms of the Exchange Offer; Period for Tendering Existing Notes

This prospectus and the accompanying letter of transmittal contain the terms
and conditions of the exchange offer. Upon the terms and subject to the
conditions included in this prospectus and in the letter of transmittal, which
together constitute the exchange offer, we will accept for exchange existing
notes which are properly tendered on or prior to the expiration date, unless
you have withdrawn them as permitted below:

. when you tender to us existing notes as provided below, our acceptance of
the existing notes will constitute a binding agreement between you and us
upon the terms and subject to the conditions in this prospectus and in
the accompanying letter of transmittal.

. you may tender some or all of your existing notes in denominations of
$1,000 principal amount or any integral multiple of $1,000. For each
$1,000 principal amount of existing notes properly tendered to us
pursuant to the exchange offer, we will issue you $1,000 principal amount
of exchange notes. The exchange notes, like the existing notes, will
accrete in value at a rate of 13 3/8% per annum until November 1, 2004,
compounded semi-annually. At that time, interest will begin to accrue and
will be payable semi-annually on May 1 and November 1 of each year,
commencing on May 1, 2005. No additional interest will be paid, and no
additional accretion will occur, on existing notes tendered and accepted
for exchange.

. we have agreed to use commercially reasonably efforts to cause the
registration statement of which this prospectus is a part to be effective
continuously during, and to keep the exchange offer open for, a period of
not less than 20 business days (or longer if required by applicable law)
from the effective date of the registration statement, which is
approximately the same as the date of this prospectus. We are sending
this prospectus, together with the letter of transmittal, on or about the
date of this prospectus to all of the registered holders of existing
notes at their addresses on the list maintained by the trustee with
respect to existing notes.

. the exchange offer expires at 5:00 p.m., New York City time, on ,
2000. We, in our sole discretion, may extend the period of time for which
the exchange offer is open. The term "expiration date" means ,
2000 or, if extended by us, the latest time and date to which the
exchange offer is extended.

. as of the date of this prospectus, $400,000,000 in aggregate principal
amount of the existing notes were outstanding. The exchange offer is not
conditioned upon any minimum principal amount of existing notes being
tendered.

. our obligation to accept existing notes for exchange pursuant to the
exchange offer is subject to conditions that we describe under the
heading "--Certain Conditions to the Exchange Offer."

. we expressly reserve the right, at any time, to extend the period of time
during which the exchange offer is open, and thereby delay acceptance of
any existing notes, by giving oral or written notice of such extension to
the exchange agent and notice of such extension to the holders as
described below. During any such extension, all existing notes previously
tendered will remain subject to the exchange offer and may be accepted
for exchange by us. Any

existing notes not accepted for exchange for any reason will be returned
without expense to the tendering holder thereof as promptly as
practicable after the expiration or termination of the exchange offer.

. we expressly reserve the right to amend or terminate the exchange offer,
and not to accept for exchange any existing notes that we have not yet
accepted for exchange, upon the occurrence of any of the conditions of
the exchange offer specified below under the heading "--Certain
Conditions to the Exchange Offer."

. we (directly or through DTC) will give oral or written notice of any
extension, amendment, termination or non-acceptance described above to
holders of the existing notes as promptly as practicable. If we extend
the expiration date, we will give notice by means of a press release or
other public announcement no later than 9:00 a.m., New York City time, on
the business day after the previously scheduled expiration date. Without
limiting the manner in which we may choose to make any public
announcement and subject to applicable law, we will have no obligation to
publish, advertise or otherwise communicate any such public announcement
other than by issuing a release to the Dow Jones News Service.

. neither holders nor beneficial owners of existing notes have appraisal or
dissenters' rights in connection with the exchange offer.

. existing notes which are not tendered for exchange or are tendered but
not accepted in connection with the exchange offer will remain
outstanding and be entitled to the benefits of the indenture, but will
not be entitled to any further registration or exchange rights under the
registration rights agreement.

. we intend to conduct the exchange offer in accordance with the applicable
requirements of the Exchange Act and the rules and regulations of the SEC
thereunder, including Rule 14e-1 to the extent applicable. Rule 14e-1
describes unlawful tender practices under the Exchange Act and requires
us, among other things:

. to hold our exchange offer open for at least 20 business days;

. to give 10 days notice of any change in the terms of the exchange
offer; and

. to issue a press release in the event of an extension of the exchange
offer.

. by executing, or otherwise becoming bound by, the letter of transmittal,
you will be making representations to us.

The form and terms of the exchange notes will be substantially identical to
the form and terms of the existing notes except that:

. the exchange notes will be issued in a transaction registered under the
Securities Act;

. the exchange notes will not be subject to transfer restrictions; and

. provisions relating to the payment of liquidated damages will be
eliminated.

The exchange notes will evidence the same debt as the existing notes. The
exchange notes will be issued under and entitled to the benefits of the
indenture.

Neither we nor our Board of Directors makes any recommendation to holders or
beneficial owners of existing notes whether to tender or refrain from tendering
all or any portion of their existing notes under the exchange offer. Moreover,
no one has been authorized to make any recommendation of this type. Holders and
beneficial owners of existing notes must make their own decision whether to
tender in the exchange offer and, if so, the amount of existing notes to tender
after reading this prospectus and the letter of transmittal and consulting with
their advisors, if any, based on their own financial positions and
requirements.

You are advised that we may extend the exchange offer in the event that some
portion of the existing notes have not been tendered on a timely basis. We may
elect to do this to give holders of existing notes the ability to participate
in the exchange offer and to avoid the significant reduction in liquidity they
might experience by holding an unexchanged note.

Important rules concerning the exchange offer.

You should note that:

. we will determine all questions as to the validity, form, eligibility,
including time of receipt, and acceptance of existing notes tendered for
exchange in our sole discretion, which determination shall be final and
binding.

. we reserve the absolute right to reject any and all tenders of any
particular existing notes not properly tendered or to not accept any
particular existing notes which acceptance might, in our judgment or the
judgment of our counsel, be unlawful.

. we reserve also the absolute right to waive any defects or irregularities
or conditions of the exchange offer as to any particular existing notes
either before or after the expiration date, including the right to waive
the ineligibility of any holder who seeks to tender existing notes in the
exchange offer. Unless we agree to waive any defect or irregularity in
connection with the tender of existing notes for exchange, such waiver
must be cured within such reasonable period of time as we shall
determine.

. our interpretation of the terms and conditions of the exchange offer as
to any particular existing notes either before or after the expiration
date, including the letter of transmittal and the instructions thereto,
shall be final and binding on all parties.

. neither we, the exchange agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to
any tender of existing notes for exchange, nor shall any of us incur any
liability for failure to give such notification.

Procedures for Tendering Existing Notes

What to submit and how.

If you, as the registered holder of an existing note, wish to tender your
existing notes for exchange pursuant to the exchange offer, you must transmit a
properly completed and duly executed

letter of transmittal, including all other documents required by such letter of
transmittal, to State Street Bank and Trust Company at one of the addresses set
forth below under "--Exchange Agent" on or prior to the expiration date.

In addition,

. certificates for such existing notes must be received by the exchange
agent along with the letter of transmittal,

. a timely book-entry confirmation of such existing notes, if such
procedure is available, into the exchange agent's account at DTC pursuant
to the procedure for book-entry transfer described below, must be
received by the exchange agent prior to the expiration date,

. you must comply with the guaranteed delivery procedures described below.

The method of delivery of existing notes, letters of transmittal and all
other required documents is at your election and risk. If delivery is by mail,
we recommend that you use registered mail, properly insured, with return
receipt requested. In all cases, sufficient time should be allowed to assure
timely delivery. No letters of transmittal or existing notes should be sent to
us.

If you are the registered holder of existing notes that you hold for a
beneficial owner other than yourself, you should, upon receipt of this
prospectus, seek instructions from the beneficial owner whether the beneficial
owner would like for you to tender in the exchange offer any or all of the
existing notes that you hold for the account of the beneficial owner. We have
included a form of letter to a beneficial owner in the letter of transmittal
accompanying this prospectus.

How to sign your letter of transmittal and other documents.

Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed unless the existing notes surrendered for exchange
pursuant thereto are tendered:

. by a registered holder of the existing notes who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal, or

. for the account of an Eligible Institution (as defined below).

If signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be by:

. a member of or participant in the Securities Transfer Agents Medallion
Program or the New York Stock Exchange Medallion Signature Program, or

. an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act (an "Eligible Institution"), which includes a
bank; a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; a credit union; a national
securities exchange, registered securities association or clearing
agency; and specified savings associations, as each is defined in Rule
17Ad-15.

If existing notes are registered in the name of a person other than the
person signing the letter of transmittal, the existing notes surrendered for
exchange must be endorsed by, or be accompanied by, a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by us
in our sole discretion, duly executed by the registered holder with the
signature thereon guaranteed by an Eligible Institution.

If the letter of transmittal is signed by a person or persons other than the
registered holder or registered holders of existing notes, such existing notes
must be endorsed or accompanied by appropriate powers of attorney, in either
case signed exactly as the name or names of the registered holder or registered
holders that appear on the existing notes.

If the letter of transmittal or any existing notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing and, unless waived by us,
proper evidence satisfactory to us of the person's authority to so act must be
submitted.

Acceptance of Existing Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all existing notes properly
tendered and will issue the exchange notes promptly after acceptance of the
existing notes, subject to the discussion under the heading "--Certain
Conditions to the Exchange Offer." For purposes of the exchange offer, we shall
be deemed to have accepted properly tendered existing notes for exchange when,
as and if we have given oral or written notice thereof to the exchange agent.

In all cases, we will only issue exchange notes in exchange for existing
notes that are accepted for exchange after timely receipt by the exchange agent
of:

EITHER:

. certificates for such existing notes, or

. a timely book-entry confirmation of the transfer of such existing notes
into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures described below;

AND

. a properly completed and duly executed letter of transmittal and all
other required documents.

If we do not accept any tendered existing notes for any reason included in
the terms and conditions of the exchange offer or if you submit certificates
representing existing notes in a greater principal amount than you wish to
exchange, we will return such unaccepted or non-exchanged existing notes
without expense to the tendering holder or, in the case of existing notes
tendered by book-entry transfer into the exchange agent's account at DTC
pursuant to the book-entry transfer procedures described below, such non-
exchanged existing notes will be credited to an account maintained with DTC as
promptly as practicable after the expiration or termination of the exchange
offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account in its name
with respect to the existing notes at DTC for purposes of the exchange offer
promptly after the date of this prospectus. Any financial institution that is a
participant in DTC's systems may make book-entry delivery of existing notes by
causing DTC to transfer such existing notes into the exchange agent's account
in accordance with DTC's Automated Tender Offer Program procedures for
transfer. However, the exchange for the existing notes so tendered will only be
made after timely confirmation of such book-entry transfer of existing notes
into the exchange agent's account, and timely receipt by the exchange agent of
an agent's message (as defined in the next sentence) and any other documents
required by the letter of transmittal. The term "agent's message" means a
message, transmitted by DTC and received by the exchange agent and forming a
part of a book-entry confirmation, which states that DTC has received an
express acknowledgment from a participant tendering existing notes that are the
subject of such book-entry confirmation that such participant has received and
agrees to be bound by the terms of the letter of transmittal, and that we may
enforce such agreement against such participant. Although delivery of existing
notes may be effected through book-entry transfer into the exchange agent's
account at DTC, the letter of transmittal, or facsimile thereof, properly
completed and duly executed, with any required signature guarantees and any
other required documents, must in any case be delivered to and received by the
exchange agent at one of its addresses set forth under the heading "--Exchange
Agent" on or prior to the expiration date, or the guaranteed delivery procedure
set forth below must be complied with.

Delivery of documents to DTC in accordance with its procedures does not
constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you are a registered holder of existing notes and you want to tender such
existing notes but your existing notes are not immediately available, or time
will not permit your existing notes or other required documents to reach the
exchange agent before the expiration date, or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if

. the tender is made through an Eligible Institution,

. prior to the expiration date, the exchange agent receives from such
Eligible Institution a properly completed and duly executed letter of
transmittal, or a facsimile thereof, and notice of guaranteed delivery,
substantially in the form provided by us by facsimile transmission, mail
or hand delivery, stating:

. the name and address of the holder of existing notes,

. the amount of existing notes tendered, and

. that the tender is being made by delivering such notice and
guaranteeing that within five New York Stock Exchange trading days
after the date of execution of the notice of guaranteed delivery, the
certificates of all physically tendered existing notes, in proper form
for transfer, or a book-entry confirmation, as the case may be, and
any other documents required by the letter of transmittal will be
deposited by that Eligible Institution with the exchange agent; and

. the certificates for all physically tendered existing notes, in proper
form for transfer, or a book-entry confirmation, as the case may be, and
all other documents required by the letter of transmittal, are received
by the exchange agent within five New York Stock Exchange trading days
after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

You can withdraw your tender of existing notes at any time prior to the
expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent at one of the addresses listed below under
the heading "--Exchange Agent." Any such notice of withdrawal must specify:

. the name of the person having tendered the existing notes to be
withdrawn,

. the existing notes to be withdrawn, including the principal amount of
such existing notes,

. if certificates for existing notes have been delivered to the exchange
agent, the name in which such existing notes are registered, if different
from that of the person tendering the existing notes to be withdrawn,

. if certificates for existing notes have been delivered or otherwise
identified to the exchange agent, the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless you are an
Eligible Institution, and

. if existing notes have been tendered pursuant to the procedure for book-
entry transfer described above, the name and number of the account at DTC
to be credited with the withdrawn existing notes. Any notice of
withdrawal must otherwise comply with the procedures of such facility.

Please note that all questions as to the validity, form and eligibility,
including time of receipt, of such notices of withdrawal will be determined by
us, and our determination shall be final and binding on all parties. Any
existing notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the exchange offer.

If you have properly withdrawn existing notes and wish to re-tender them,
you may do so by following one of the procedures described under the heading
"--Procedures for Tendering Existing Notes" above at any time on or prior to
the expiration date.

Certain Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in exchange for,
any existing notes and may terminate or amend the exchange offer, if at any
time before the acceptance of such existing notes for exchange or the exchange
of the exchange notes for such existing notes, such acceptance or issuance
would violate applicable law or any interpretation of the staff of the SEC.

The foregoing condition is for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to such condition. Our failure at
any time to exercise the foregoing rights

shall not be deemed a waiver by us of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time.

In addition, we will not accept for exchange any existing notes tendered,
and no exchange notes will be issued in exchange for any such existing notes,
if at such time any stop order shall be threatened or in effect with respect to
the exchange offer or the qualification of the indenture under the Trust
Indenture Act of 1939.

Exchange Agent

State Street Bank and Trust Company has been appointed as the exchange agent
for the exchange offer. All executed letters of transmittal should be directed
to the exchange agent at one of the addresses set forth below. Questions and
requests for assistance, requests for additional copies of this prospectus or
of the letter of transmittal and requests for notices of guaranteed delivery
should be directed to the exchange agent, addressed as follows:

Deliver To:

By Overnight Courier or Hand By Registered or Certified
Delivery: Mail:

State Street Bank and Trust Company State Street Bank and Trust
Corporate Trust Department Company
2 Avenue de Lafayette Corporate Trust Department
Corporate Trust Window, Fifth Floor P.O. Box 778
Boston, Massachusetts 02111-1724 Boston, Massachusetts 02102-
Attn: Kellie Mullen 0078
Attn: Kellie Mullen
Telephone: (617) 664-5587
Facsimile: (617) 662-1452 Telephone: (617) 664-5587
Attn: Kellie Mullen Facsimile: (617) 662-1452
Attn: Kellie Mullen

Delivery to an address other than as listed above or transmission of
instructions via facsimile other than as listed above does not constitute a
valid delivery.

Fees and Expenses

The principal solicitation is being made by mail; however, additional
solicitation may be made by telegraph, telephone or facsimile transmission or
in person by our officers, regular employees and affiliates. We will not pay
any additional compensation to any such officers and employees who engage in
soliciting tenders. We will not make any payment to brokers, dealers or others
soliciting acceptances of the exchange offer. We will, however, pay all
expenses incident to our performance of and compliance with the registration
rights agreement, including all registration and filing fees and expenses, all
fees and expenses of compliance with securities laws, all printing expenses,
all fees and expenses of our legal counsel and independent accountants and
certain other expenses. In addition, we have agreed to reimburse the initial
purchasers of the existing notes and holders who are tendering existing notes
and/or selling or reselling existing notes or exchange notes pursuant to the
discussion under the heading "Plan of Distribution" for the reasonable fees and
disbursements of not more than one counsel.

Transfer Taxes

Holders who tender their existing notes for exchange will not be obligated
to pay any transfer taxes in connection therewith, except that holders who
instruct us to register exchange notes in the name of, or request that existing
notes not tendered or not accepted in the exchange offer be returned to, a
person other than the registered tendering holder will be responsible for the
payment of any applicable transfer tax thereon.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the
existing notes as reflected in our accounting records on the date of the
exchange. Accordingly, no gain or loss for accounting purposes will be
recognized by us upon the closing of the exchange offer. We will amortize the
expenses of the exchange offer over the term of the exchange notes.

U.S. Federal Tax Considerations

Because the economic terms of the exchange notes and the existing notes are
identical, your exchange of existing notes for exchange notes under the
exchange offer will not constitute a taxable exchange of the existing notes. As
a result:

. you will not recognize taxable gain or loss when you receive exchange
notes in exchange for existing notes;

. your holding period in the exchange notes will include your holding
period in the existing notes; and

. your basis in the exchange notes will equal your basis in the existing
notes.

You should read the discussion under the heading "Certain U.S. Federal Tax
Considerations" before deciding to exchange your existing notes for exchange
notes.

Participation in the Exchange Offer; Untendered Notes

Participation in the exchange offer is voluntary. Holders and beneficial
owners of the existing notes are urged to consult their financial and tax
advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all
existing notes tendered under the terms of, this exchange offer, we will have
fulfilled a covenant contained in the terms of the registration rights
agreement. Holders of the existing notes who do not tender their existing notes
in the exchange offer will continue to hold the existing notes and will be
entitled to all the rights, and subject to the limitations applicable to the
existing notes, under the indenture, except for any rights under the
registration rights agreement that by their term terminate or cease to have
further effect as a result of the making of this exchange offer. All untendered
existing notes will continue to be subject to the restrictions on transfer
described in the indenture. To the extent that existing notes are tendered and
accepted in the exchange offer, the trading market, if any, for untendered
existing notes

could be impaired. This is because there will probably be many fewer remaining
existing notes outstanding following the exchange, thereby significantly
reducing the liquidity of the untendered notes.

We may in the future seek to acquire untendered existing notes in the open
market or through privately negotiated transactions or subsequent exchange
offers or otherwise. We intend to make any acquisitions of existing notes
following the applicable requirements of the Exchange Act, and the rules and
regulations of the SEC under the Exchange Act, including Rule 14e-1, to the
extent applicable. We have no present plan to acquire any existing notes that
are not tendered in the exchange offer or to file a registration statement to
permit resales of any existing notes that are not tendered in the exchange
offer, but we may be required, under certain circumstances in accordance with
the registration rights agreement, to file a registration statement to permit
resales of existing notes that are not permitted to be tendered in the exchange
offer.

USE OF PROCEEDS

The combined net proceeds from our financings were approximately $378.5
million after deducting the discount payable to the initial purchasers of the
existing notes and the estimated offering fees and expenses of the existing
notes. We intend to use the net proceeds of our financings together with our
existing cash balance of $17.0 million:

. to fund the buildout of our PCS operations and fund anticipated
operating losses in the estimated initial amount of $294.7 million.

. to repay $95.4 million of our existing credit facilities at US Unwired
and LA Unwired, which mature on varying dates between June 30, 2005 and
September 30, 2007 and which bear interest at our option at floating
rates tied to the London Interbank Offering Rate, the U.S. Treasury
Securities rate or the prime rate; and

. for other general corporate purposes.

We will not receive any cash from the issuance of the exchange notes. In
consideration for issuing the exchange notes as contemplated in this
prospectus, we will receive in exchange existing notes in like principal
amount. The existing notes surrendered in exchange for exchange notes will be
retired and canceled and cannot be reissued. Issuance of the exchange notes
will not result in a change in our amount of outstanding debt.

CAPITALIZATION

In the table below, we provide as of September 30, 1999, (1) the actual cash
and capitalization of US Unwired and (2) the cash and capitalization of US
Unwired as adjusted based on the assumption that the offering of the Notes and
the preferred stock investment by The 1818 Fund had been completed on September
30, 1999. You should read this table in conjunction with our consolidated
financial statements and related notes, all of which are included elsewhere in
this prospectus.

As of September
30, 1999
-----------------
As
Actual Adjusted
-------- --------
(In thousands)

Cash and cash equivalents.................................... $ 16,966 $170,123
======== ========
Debt, including current maturities:
New US Unwired Senior Credit Facilities.................... $ -- $ --
Existing US Unwired Senior Credit Facilities............... 28,500 --
Existing LA Unwired Senior Credit Facilities............... 66,890 --
Notes...................................................... -- 209,224
Other debt(/1/)............................................ 9,844 9,844
-------- --------
Total debt............................................... 105,234 219,068
-------- --------
Mandatory redeemable convertible preferred stock............. -- 50,000
--------
Stockholders' equity:
Common stock............................................... 113 113
Additional paid-in capital................................. 1,835 1,835
Retained earnings.......................................... 41,129 39,653
-------- --------
Total stockholders' equity............................... 43,077 41,601
-------- --------
Total capitalization..................................... $148,311 $310,669
======== ========

- --------
(/1/) Of the balance shown, $9.3 million comprises non-recourse obligations to
US Unwired.
46

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

In the table below, we provide our selected historical financial data based
on our audited consolidated financial statements for each of the five years in
the period ended December 31, 1998 and our unaudited consolidated financial
statements for the nine-month periods ended September 30, 1998 and 1999. You
should read this selected historical financial data along with our consolidated
financial statements and the related notes and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," all of which are included elsewhere in this prospectus.

In reading the information in this table, you should be aware that results
for otherwise comparable periods are not directly comparable because:

. in July 1998, we sold all of our cellular assets related to our
Mississippi, Alabama and Kansas markets, including our majority interest
in Mississippi 34 Cellular Corporation;

. in August 1998, we ended our practice of reselling Meretel's PCS service
when we sold our wholesale PCS subscribers to Meretel; and

. the results for LA Unwired and LEC Unwired are consolidated with those of
US Unwired for the nine months ended September 30, 1999 due to US
Unwired's increased equity ownership in both companies in the first nine
months of 1999, but results are presented on the equity method for the
nine months ended September 30, 1998.

Nine Months
Year Ended December 31, Ended September 30,
------------------------------------------------- ----------------------
1994 1995 1996 1997 1998(/1/)(/2/) 1998 1999(/3/)
------- ------- -------- -------- -------------- --------- ------------
Statement of Operations
Data: (In thousands)

Total revenues.......... $22,553 $39,252 $ 61,893 $ 74,668 $71,711 $ 58,923 $ 45,561
Net income (loss)....... 1,750 2,603 3,854 (1,509) 28,921 33,013 (9,773)

Other Financial Data:

Ratio of earnings to
fixed charges(/4/)..... 4.5 2.0 1.9 -- 8.8 N/A --

At December 31, At September 30,
------------------------------------------------- ----------------------
1994 1995 1996 1997 1998(/2/) 1998 1999
------- ------- -------- -------- -------------- --------- ------------

Balance Sheet Data: (In thousands)
Total assets............ $35,640 $78,754 $132,328 $142,133 $89,914 $ 110,421 $ 167,701
Long-term debt,
including current
maturities............. 13,686 52,051 95,901 100,066 29,067 29,079 105,234

- --------
(1) In July 1998, in anticipation of the Sprint PCS buildout, US Unwired sold
all of its cellular assets related to its Mississippi, Alabama and Kansas
markets, along with its majority ownership interest in Mississippi 34
Cellular Corporation, for $161.5 million. This transaction resulted in a
gain of approximately $57.4 million which is included in net income (loss).
(2) In June 1998, Meretel entered into an agreement with the FCC to surrender
its current licenses in exchange for extinguishment of all outstanding debt
and related accrued interest due to the FCC. Meretel surrendered its PCS
licenses because it entered into an agreement with Sprint PCS to use Sprint
PCS's licenses in the service areas in which Meretel operates. This
transaction resulted in a loss of $3.5 million, and our partnership share
of that loss, which is approximately $850,000, is included in net income
(loss).

(3) In the first nine months of 1999, US Unwired made a series of capital
contributions to LA Unwired and LEC Unwired which increased its ownership
percentage in LA Unwired to 71% and in LEC Unwired to 53%. As a result, the
operating results for the nine months ended September 30, 1999 include the
operations of LA Unwired and LEC Unwired on a consolidated basis.
(4) For purposes of calculating the ratio of earnings to fixed charges,
earnings represent income before income taxes, plus the equity in loss of
affiliates, plus fixed charges. Earnings are reduced by the equity in loss
of affiliates related to Meretel because US Unwired guarantees a portion of
Meretel's debt. Fixed charges consist of interest expense on all
indebtedness plus the interest portion of rental expense, which US Unwired
estimates to be representative of an interest factor, and amortization of
debt issuance costs. Earnings were insufficient to cover fixed charges by
approximately $2.0 million for the year ended December 31, 1997, and by
approximately $23.7 million for the nine months ended September 30, 1999.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes, all of which are
included elsewhere in this prospectus . The discussion contains forward-looking
statements that involve some risk and uncertainties. Our actual results could
differ materially from the results anticipated in these forward-looking
statements as a result of factors including, but not limited to, those under
Risk Factors and elsewhere in this prospectus.

Overview

We have the largest population coverage and the most subscribers of any
affiliate of Sprint PCS and intend to be a leading provider of wireless PCS
services throughout the Gulf States region. We have entered into management
agreements with Sprint PCS whereby we became a Sprint PCS affiliate with the
exclusive right to provide 100% digital, 100% PCS services in our service area
under the Sprint(R) and Sprint PCS(R) brand names. Sprint and MCI WorldCom
announced on October 5, 1999 that the boards of directors of both companies
have approved a definitive merger agreement whereby the two companies would
merge to form a new company called WorldCom. The merger is subject to various
conditions, including the approvals of the shareholders of both companies, the
Federal Communications Commission, the Justice Department, various state
government bodies and foreign antitrust authorities. We do not expect the
merger to have a negative impact on our affiliation with Sprint or its
successor if the merger is completed.

Our service area includes 38 contiguous markets with an aggregate resident
population of approximately 9.9 million and covers portions of eastern Texas,
southern Oklahoma, significant portions of Louisiana, Mississippi and Alabama,
southern Arkansas, the Florida panhandle and southern Tennessee. We believe
that our service area is important to Sprint PCS's strategy of providing a
nationwide, seamless PCS network, as our service area is contiguous with Sprint
PCS's recently launched markets of Houston, Dallas, Little Rock, New Orleans,
Birmingham, Tallahassee and Memphis. We estimate that Sprint PCS paid over $100
million for the PCS licenses in our service area (including additional expenses
for microwave clearing). In addition, we are purchasing our network and
subscriber equipment under Sprint PCS's vendor contracts at Sprint PCS's volume
discounts. Our agreements with Sprint PCS enable us to provide PCS services to
subscribers through an exclusive distribution agreement with Radio Shack and
other agreements with national retailers such as Circuit City, Office Depot,
Dillard's, Sam's Wholesale Club, Office Max and Best Buy.

Our management agreements with Sprint PCS require total collected revenue
sharing of 8% to Sprint PCS and 92% to US Unwired, except for amounts collected
with respect to taxes. US Unwired retains 100% of revenues from non-US Unwired
Sprint PCS customers traveling in our service area, sales of handsets and
accessories and proceeds from sales not in the ordinary course of business. In
addition, we retain 100% of revenues from services provided outside the scope
of the management agreements with Sprint PCS.

We are currently offering PCS service in nine markets covering an aggregate
population of 3.0 million (assuming completion of the Meretel transaction
described below). These markets are

Beaumont, Longview-Marshall, Texarkana and Tyler, Texas, and Alexandria, Houma,
Lake Charles, Monroe and Shreveport, Louisiana. As of September 30, 1999, we
had approximately 33,000 subscribers within these nine markets (assuming
completion of the Meretel transaction described below). This phase of our
buildout represents 218 constructed and co-located towers. In addition, we have
begun radio frequency design, network design and cell site engineering in the
remaining markets to be built out. We expect to complete network construction
of our markets and be providing PCS service (with 55% to 75% population
coverage in a majority of our markets) to a licensed population of
approximately 3.4 million by December 1999, to a licensed population of
approximately 8.4 million by December 2000 and to our entire service area
licensed population of approximately 9.9 million by June 2001. Thereafter, we
will continue buildout coverage as needed.

Beginning in 1987, we acquired 14 cellular rural markets and one cellular
metropolitan market located in Louisiana, Mississippi, Alabama and Kansas. In
July 1998, we sold our cellular markets in Mississippi, Alabama and Kansas for
a total of $161.5 million. We retained the Lake Charles, Louisiana cellular
market and had approximately 61,000 cellular subscribers and 24,000 paging
subscribers as of September 30, 1999.

In 1995, US Unwired formed Meretel Communications Limited Partnership, a
Louisiana partnership in commendum, with Fort Bend Telephone Company, Inc.,
EATELCORP, Inc., Meretel Wireless, Inc., XIT Leasing, Inc. and Wireless
Management Corporation to bid for, develop and operate PCS licenses in
specified markets. Under the initial partnership agreement, Meretel's general
partner, Wireless Management Corporation, owned 2%; US Unwired, Fort Bend, and
EATEL each owned 24 1/3%; XIT owned 5%; and Meretel Wireless owned 20%. Meretel
was the successful bidder in the FCC auction and was awarded PCS licenses for
the Baton Rouge, Lafayette and Hammond, Louisiana and Beaumont and Lufkin,
Texas markets. US Unwired and EATEL jointly managed Meretel from inception
through the completion of the buildout of the Beaumont, Lafayette and Baton
Rouge markets in November 1997. The Hammond and Lufkin markets were scheduled
for buildout at a later date. After completing buildout of the first three
markets, Meretel sold wholesale wireless minutes to US Unwired and EATEL, both
of which resold the minutes to the general public. On June 8, 1998, Meretel
returned the PCS licenses for the five markets described above to the FCC under
an amnesty program promoted by the FCC. Meretel simultaneously executed a
management agreement with Sprint PCS for Meretel to manage Sprint PCS's
spectrum in the five markets in which Meretel formerly owned PCS licenses. On
August 1, 1998, we sold our wholesale PCS subscriber base in the Beaumont,
Lafayette and Baton Rouge markets to Meretel to enable Meretel to operate as a
retailer of PCS services. At the same time, Meretel contracted with US Unwired
to manage Meretel's retail operations including sales, customer care and back
end services for Meretel. EATEL continued to buy wholesale wireless minutes
from Meretel. The owners of Meretel have agreed to restructure the partnership.
Under the new agreement, Meretel will transfer ownership of the Beaumont-Port
Arthur and Lufkin-Nacogdoches markets to Texas Unwired, a general partnership
of which US Unwired owns 80% and is the managing partner. As part of the new
agreement, we will transfer to Meretel the Biloxi, Mississippi market, and
EATEL will sell its wholesale PCS subscriber base to Meretel. After the
transactions are completed, we will retain an approximately 13.5% interest in
Meretel, which will continue to manage the Lafayette, Hammond, Baton Rouge and
Biloxi markets for Sprint PCS. We are terminating our present management
agreement with Meretel.

As of September 30, 1999, we held a 71% ownership interest in LA Unwired.
Since September 30, 1999, we have continued to make capital contributions to LA
Unwired, and we plan to make additional contributions from our financings to
increase our ownership interest in LA Unwired to 95%.

We recently changed our corporate structure. Previously, US Unwired was our
operating cellular company, and LA Unwired and LEC Unwired were its
subsidiaries. In late September 1999, we formed a holding company named US
Unwired, and all of the stockholders of old US Unwired became stockholders of
the new holding company. This was effected by an exchange of all of the issued
and outstanding capital stock of old US Unwired, the operating cellular
company, for an equal number of shares of new US Unwired, the holding company.
Old US Unwired was renamed Unwired Telecom and became a wholly owned subsidiary
of new US Unwired. Unwired Telecom is in the process of making a stock dividend
to US Unwired of all of its ownership interest in each of LA Unwired and LEC
Unwired, thereby making LA Unwired and LEC Unwired subsidiaries of the holding
company.

Results of Operations

Nine months ended September 30, 1999 compared to nine months ended September
30, 1998.

The results from the nine months ended September 30, 1999 are not directly
comparable to the results for the nine months ended September 30, 1998 because:

. in July 1998, we sold all of our cellular assets related to our
Mississippi, Alabama and Kansas markets and our majority interest in
Mississippi 34 Cellular Corporation. Accordingly, the results for the
nine months ended September 30, 1998 include the operating results of the
sold assets, but the results for the nine months ended September 30, 1999
do not;

. in August 1998, we ended our practice of reselling Meretel's PCS service
when we sold our wholesale PCS subscribers to Meretel. Thus, the results
for the nine months ended September 30, 1998 include PCS reseller
activity, but the results for the nine months ended September 30, 1999 do
not; and

. results for LA Unwired and LEC Unwired are consolidated with those of US
Unwired for the nine months ended September 30, 1999 due to US Unwired's
increased equity ownership in both companies in the first nine months of
1999, but results are presented on the equity method for the nine months
ended September 30, 1998.

We had approximately 60,500 cellular subscribers at September 30, 1999 as
compared to approximately 62,800 at September 30, 1998. Our Louisiana cellular
market had 2,300 fewer subscribers at September 30, 1999 as compared to
September 30, 1998. In addition to our cellular operations, we had
approximately 23,400 PCS subscribers at September 30, 1999 as compared to
approximately 600 at September 30, 1998. We launched our PCS operations in
September 1998.

Revenues

Nine Months
Ended
September 30,
---------------
1998 1999
------- -------
(In thousands)

Subscriber revenues....................................... $39,920 $32,671
Roaming revenues.......................................... 10,210 7,553
Merchandise sales......................................... 3,463 3,670
Other revenues............................................ 5,330 1,667
------- -------
Total revenues.......................................... $58,923 $45,561

Subscriber revenues were $32.7 million for the nine months ended September
30, 1999 as compared to $39.9 million for the nine months ended September 30,
1998. This decrease of $7.2 million was primarily the result of our 1998 sale
of selected cellular markets, which had generated subscriber revenues of $13.5
million for the nine months ended September 30, 1998, and the loss of
subscriber revenues related to the conclusion of our PCS reseller activity of
$2.1 million. Additionally, subscriber revenue relating to our Louisiana
cellular properties decreased $1.7 million. Offsetting the decreased subscriber
revenues from our Louisiana cellular properties, the sale of the cellular
properties and the conclusion of PCS reseller activity was the consolidation of
LA Unwired, which generated $6.5 million in subscriber revenues, and LEC
Unwired, which generated $3.6 million in subscriber revenues.

Roaming revenues were $7.6 million for the nine months ended September 30,
1999 as compared to $10.2 million for the nine months ended September 30, 1998.
This decrease of $2.6 million was primarily the result of our 1998 sale of
selected cellular markets, which had generated roaming revenues of $5.3 million
for the nine months ended September 30, 1998. This decrease was offset by the
consolidation of LA Unwired roaming revenues of $2.4 million for the nine
months ended September 30, 1999 and an increase in roaming revenues in our
Louisiana cellular markets of $291,000.

Merchandise sales were $3.7 million for the nine months ended September 30,
1999 as compared to $3.5 million for the nine months ended September 30, 1998.
This increase of $200,000 primarily resulted from the consolidation of LA
Unwired's merchandise sales, which totaled $2.7 million for the nine months
ended September 30, 1999. Offsetting the increase from the consolidation of LA
Unwired's merchandise sales was the conclusion of our PCS reseller activity,
which had generated merchandise sales of $1.6 million for the nine months ended
September 30, 1998, and the sale of selected cellular markets, which had
generated merchandise sales of $500,000 for the nine months ended September 30,
1998. We incurred also a decrease of $400,000 in merchandise sales relating to
our Louisiana cellular properties for the nine months ended September 30, 1999.

Other revenues were $1.7 million for the nine months ended September 30,
1999 as compared to $5.3 million for the nine months ended September 30, 1998.
This decrease of $3.6 million was primarily the result of the conclusion of our
PCS reseller activity, which had generated $2.2 million of other revenues for
the nine months ended September 30, 1998. The majority of other revenues from
our PCS reseller activities in 1998 reflected marketing subsidies paid to US
Unwired by our affiliate, Meretel. The remaining decrease primarily relates to
management fees charged to LA Unwired and LEC Unwired for the nine months ended
September 30, 1998 for which similar management fees for the nine months ended
September 30, 1999 were eliminated in consolidation.

Operating Expenses

Cost of service was $15.8 million for the nine months ended September 30,
1999 as compared to $15.2 million for the nine months ended September 30, 1998.
The increase in cost of service of $600,000 was primarily a result of the
consolidation of LA Unwired and LEC Unwired. Cost of service for the nine
months ended September 30, 1999 was $6.0 million for LA Unwired and $2.5
million for LEC Unwired. This increase was offset by our 1998 sale of selected
cellular markets, the conclusion of our PCS reseller activity and a decrease of
$0.3 million in cost of service in our Louisiana cellular markets. Cost of
service for the nine months ended September 30, 1998 was $6.2 million for the
selected cellular markets sold and $1.5 million for our PCS reseller activity.

Merchandise cost of sales was $7.6 million for the nine months ended
September 30, 1999 as compared to $9.1 million for the nine months ended
September 30, 1998, representing a decrease of $1.5 million. The decrease in
merchandise cost of sales was primarily a result of our 1998 sale of selected
cellular markets and the conclusion of our PCS reseller activity. Merchandise
cost of sales for the nine months ended September 30, 1998 was $4.2 million for
our PCS reseller activities and $1.5 million for the selected cellular markets
sold. Also, merchandise cost of sales related to our Louisiana cellular markets
decreased $1.4 million. This decrease was offset primarily by the consolidation
of the merchandise cost of sales for LA Unwired of $5.6 million for the nine
months ended September 30, 1999.

General and administrative costs were $16.1 million for the nine months
ended September 30, 1999 as compared to $12.4 million for the nine months ended
September 30, 1998. This increase of $3.7 million was primarily the result of
the consolidation of LEC Unwired, which reported total general and
administrative expenses of $3.1 million for the nine months ended September 30,
1999, and LA Unwired, which reported general and administrative expenses of
$2.3 million for the nine months ended September 30, 1999. Additionally,
corporate general and administrative costs increased by $2.3 million. This
increase was offset by our 1998 sale of selected cellular markets and
conclusion of our PCS reseller activity. General and administrative costs for
the nine months ended September 30, 1998 were $2.4 million for the selected
cellular markets sold and $1.6 million for our PCS reseller activities.

Sales and marketing expenses were $9.5 million for the nine months ended
September 30, 1999 as compared to $9.3 million for the nine months ended
September 30, 1998. The increase in sales and marketing expenses of $200,000
was primarily the result of the consolidation of the sales and marketing
expenses of $4.5 million for LA Unwired and $1.7 million for LEC Unwired for
the nine months ended September 30, 1999 and an increase of $800,000 in our
Louisiana cellular markets. This increase was offset by our 1998 sale of
selected cellular markets and the conclusion of our PCS reseller activity.
Sales and marketing expenses for the nine months ended September 30, 1998 were
$3.2 million for the selected cellular markets sold and $3.6 million for our
PCS reseller activities.

Depreciation and amortization was $14.9 million for the nine months ended
September 30, 1999 as compared to $8.1 million for the nine months ended
September 30, 1998, representing an increase of $6.8 million. This increase was
primarily the result of LA Unwired and LEC Unwired being consolidated for the
nine months ended September 30, 1999 and an increase in our Louisiana cellular
markets of $1.5 million. Depreciation and amortization for the nine months
ended September 30, 1999 was $9.1 million for LA Unwired and $1.4 million for
LEC Unwired. This increase was offset

by the depreciation and amortization for the nine months ended September 30,
1998 for the selected cellular markets sold of $5.2 million.

Operating Income/(Loss)

Total operating loss was $18.2 million for the nine months ended September
30, 1999 as compared to operating income of $4.9 million for the nine months
ended September 30, 1998. This decrease of $23.1 million was primarily the
result of the reduction of income associated with our 1998 sale of selected
cellular markets of $800,000; losses of $15.9 million associated with the
start-up of LA Unwired; losses of $5.1 million associated with the start-up of
LEC Unwired; and a decrease in operating income of $6.3 million related to our
Louisiana cellular markets. These decreases were offset by the conclusion of
our PCS reseller activity which resulted in operating losses of $5.0 million
for the nine months ended September 30, 1998.

Other Income/(Expense)

Nine Months
Ended
September 30,
----------------
1998 1999
------- -------
(In thousands)

Interest expense...................................... $(5,484) $(5,691)
Interest income....................................... 780 1,396
Gain on sale of markets............................... 57,364 --
Gain on sale of PCS reseller customer base to
affiliate............................................ 2,285 --
------- -------
Total other income/(expense).......................... $54,945 $(4,295)

Interest expense was $5.7 million for the nine months ended September 30,
1999 as compared to $5.5 million for the nine months ended September 30, 1998.
Our outstanding debt was $105.2 million at September 30, 1999 as compared to
$29.1 million at September 30, 1998. The increase in debt of $76.1 million was
largely the result of the inclusion of existing debt of $66.9 million relating
to LA Unwired and $9.3 million relating to LEC Unwired. Interest income was
$1.4 million for the nine months ended September 30, 1999 as compared to
$800,000 for the nine months ended September 30, 1998. This increase of
$600,000 was the result of our investment of a portion of the proceeds from our
1998 sale of selected cellular markets into interest bearing accounts.

Gain on sale of markets totaled $57.4 million for the nine months ended
September 30, 1998. This was attributable to our 1998 sale of selected cellular
markets. Gross proceeds allocated to us from the sale totaled $161.5 million.

The gain on the sale of PCS reseller customer base to affiliate totaled $2.3
million for the nine months ended September 30, 1998. This was the result of
our conclusion of PCS reseller activity in August 1998 and our sale of certain
PCS subscribers to Meretel.

Minority interest in losses of subsidiaries

Minority interest in losses from subsidiaries was $8.8 million for the nine
months ended September 30, 1999 as compared to $0 for the nine months ended
September 30, 1998. The increase in minority interest in losses of subsidiaries
results from the consolidation of LA Unwired and LEC Unwired for the nine
months ended September 30, 1999 and represents the portion of the losses from
LA Unwired and LEC Unwired allocable to minority shareholders of these
subsidiaries.

Equity in losses of affiliates

Equity in losses from affiliates was $800,000 for the nine months ended
September 30, 1999 as compared to $6.6 million for the nine months ended
September 30, 1998. The decrease in the equity in loss of affiliates is
primarily due to the consolidation of LA Unwired and LEC Unwired for the nine
months ended September 30, 1999 versus reporting the operating results for
these companies under the equity method of accounting for the nine months ended
September 30, 1998.

Net Income/(Loss)

Net loss was $9.8 million for the nine months ended September 30, 1999 as
compared to net income of $33.0 million for the nine months ended September 30,
1998. This decrease in net income of $42.8 million was primarily the result of
the gain from the sale of the selected cellular markets in 1998.

EBITDA

Earnings before interest, taxes, depreciation and amortization, or EBITDA,
was $(3.4) million for the nine months ended September 30, 1999 as compared to
$12.9 million for the nine months ended September 30, 1998. The decrease of
$16.3 million was primarily the result of the consolidation of LA Unwired and
LEC Unwired, which resulted in a reduction of $10.5 million, the decrease of
EBITDA resulting from the sale of the selected cellular markets of $6.2
million; and the decrease in EBITDA of $4.5 million related to our Louisiana
cellular markets offset by the conclusion of the PCS reseller activity which
resulted in an increase of $4.9 million in EBITDA.

EBITDA consists of operating income before depreciation and amortization.
Although EBITDA is not calculated in accordance with generally accepted
accounting principles, we believe that EBITDA is widely used as a measure of
operating performance. Nevertheless, EBITDA should not be considered in
isolation or as a substitute for operating income, cash flows from operating
activities, or any other measure for determining our operating performance or
liquidity that is calculated in accordance with generally accepted accounting
principles. EBITDA is not necessarily indicative of amounts that may be
available for reinvestment in our business or other discretionary uses. In
addition, all companies do not calculate EBITDA in the same manner; therefore,
this measure may not be comparable to similarly titled measures reported by
other companies.

1998 compared to 1997.

The results from 1998 are not directly comparable to the results from 1997
because:

. the 1997 financial information includes 12 months of operating results
from the assets related to our selected cellular markets that we sold in
July 1998, and the 1998 financial information reflects only six months of
operations for those assets along with the gain from the sale of those
assets; and

. the 1998 financial information includes the results of seven months of
PCS reseller activity, and the 1997 financial information includes the
results of only three months of PCS reseller activity.

Revenues

Twelve Months
Ended
December 31,
---------------
1997 1998
------- -------
(In thousands)

Subscriber revenues....................................... $53,255 $48,723
Roaming revenues.......................................... 16,079 11,914
Merchandise sales......................................... 2,685 3,915
Other revenues............................................ 2,649 7,159
------- -------
Total revenues............................................ $74,668 $71,711

Subscriber revenues were $48.7 million for 1998 as compared to $53.3 million
for 1997. The primary reason for this decrease of $4.6 million was our 1998
sale of selected cellular markets. Subscriber revenues for the selected
cellular markets in 1997 was $24.2 million as compared to $13.7 million in
1998, resulting in a decrease of $10.5 million. Offsetting the reduction in
revenues from the sale of selected cellular markets was the increase in
subscriber revenues from our Louisiana cellular markets of $4.0 million and
$1.9 million from our PCS reseller activity.

Roaming revenues were $11.9 million for 1998 as compared to $16.1 million
for 1997. This decrease of $4.2 million was primarily a result of our 1998 sale
of selected cellular markets. Roaming revenues for the selected cellular
markets sold were $10.2 in 1997 million as compared to $5.6 million for 1998,
resulting in a decrease of $4.6 million. Our Louisiana cellular markets had
roaming revenues of $6.3 million for 1998 as compared to $5.8 million for 1997,
representing an increase of $500,000.

Merchandise sales were $3.9 million for 1998 as compared to $2.7 million for
1997. This increase of $1.2 million was primarily the result of an increase of
11,000 in gross additional subscribers from PCS reseller activity resulting in
an increase of $1.2 million in merchandise sales.

Other revenues were $7.2 million for 1998 as compared to $2.6 million for
1997. This increase of $4.6 million was primarily the result of an increase in
management fee revenue of $3.1 million and incentive revenue of $1.0 million
from Meretel for our gross additions of 2,900 PCS reseller subscribers.

Operating Expenses

Cost of service was $18.6 million for 1998 as compared to $20.1 million for
1997. This decrease of $1.5 million was mainly attributable to our 1998 sale of
selected cellular markets, which generated cost of service of $6.7 million for
1998 as compared to $9.7 million for 1997, resulting in a decrease of $3.0
million. An increase of $1.3 million in PCS reseller cost of service and an
increase of $200,000 in our Louisiana cellular markets' cost of service offset
this decrease.

Merchandise cost of sales was $10.8 million for 1998 as compared to $8.9
million for 1997. This increase of $1.9 million was primarily the result of our
gross additional subscribers of 11,000 from our PCS reseller activity,
resulting in an increase of $3.3 million in merchandise cost of sales. We
incurred an additional increase of $400,000 in merchandise cost of sales
relating to our Louisiana cellular markets. This increase was offset by a
decrease of $1.8 million related to our 1998 sale of selected cellular markets.

General and administrative expenses were $17.2 million for 1998 as compared
to $12.7 million for 1997. This increase of $4.5 was attributable to additional
employee costs, despite our having sold the selected cellular markets, as the
majority of our employees were redeployed to manage the expansion of our PCS
activity through LA Unwired and Meretel and to establish our data and CLEC
activities through LEC Unwired. US Unwired manages these subsidiaries, employs
the majority of personnel for these operations and charges a management fee to
these subsidiaries for these management services.

Sales and marketing expenses were $10.9 million for 1998 as compared to
$10.9 million for 1997.

Depreciation and amortization was $9.8 million for 1998 as compared to $12.5
million for 1997. This decrease of $2.7 million was primarily the result of our
1998 sale of depreciable assets related to the selected cellular markets.
Depreciation and amortization for the selected cellular markets was $9.8
million in 1997 as compared to $5.6 million in 1998, resulting in a decrease of
$4.2 million. An increase of $1.5 million in depreciation and amortization of
our Louisiana cellular markets offset this decrease.

Operating Income

Operating income was $4.5 million for 1998 as compared to $9.6 million for
1997. The decrease of $5.1 million was primarily the result of an increase in
losses resulting from our PCS reseller activity of $4.4 million and $4.0
million related to our 1998 sale of selected cellular markets. These decreases
were offset by an increase of $3.3 million in operating income related to our
Louisiana cellular markets.

Other Income/Expense

Twelve Months Ended
December 31,
--------------------
1997 1998
--------- ---------
(In thousands)

Interest expense.................................. $ (8,580) $ (6,157)
Interest income................................... 1,690 1,778
Other costs....................................... (1,082) --
Losses on sale of assets.......................... -- (114)
Gain on sale of markets........................... -- 57,364
Gain on sale of PCS reseller customer base to
affiliate........................................ -- 2,285
--------- ---------
Total other income/(expense)...................... $ (7,972) $ 55,156

Interest expense was $6.2 million for 1998 as compared to $8.6 million for
1997. This decrease of $2.4 million was the result of our application of a
portion of the proceeds from our 1998 sale of selected cellular markets to our
outstanding debt obligations. Total long-term debt decreased from $100.1
million at December 31, 1997 to $29.1 million at December 31, 1998.

Interest income was $1.8 million for 1998 as compared to $1.7 million for
1997. Interest income for 1998 was primarily generated from our investment of
proceeds from our 1998 sale of selected cellular markets in interest bearing
accounts.

Other costs totaled $1.1 million in 1997 for US Unwired's preparation for an
initial public offering that was canceled due to unfavorable market conditions.

Gain on sale of markets totaled $57.4 million for 1998. This was
attributable to our 1998 sale of selected cellular markets. Gross proceeds
allocated to us from the sale totaled $161.5 million.

The gain on the sale of PCS reseller customer base to affiliate totaled $2.3
million for 1998. This was the result of our conclusion of PCS reseller
activity in August 1998 and our sale of certain PCS subscribers to Meretel.

Minority interest in losses of subsidiaries

Minority interest in losses of subsidiaries was $0 for 1998 as compared to
$134,000 for 1997. The 1997 amount relates to the portion of the losses from
Mississippi 34 Cellular Corporation allocable to the minority shareholders of
that corporation. No minority interest in subsidiary is reflected in 1998 due
to the sale of Mississippi 34 Cellular Corporation in July 1998.

Equity in losses of affiliates

Equity in losses of affiliates was $13.0 million for 1998 as compared to
$3.1 million for 1997 resulting in an increase of $9.9 million. US Unwired's
proportionate share of Meretel's losses increased from $3.5 million for 1997 to
$7.2 million for 1998. In their first year of operations in 1998, LA Unwired
contributed losses of $4.7 million, and LEC Unwired contributed losses of $1.2
million. Neither LA Unwired nor LEC Unwired reported any losses in 1997 due to
their commencement of operations in 1998.

Net Income/(Loss)

Net income was $28.9 million for 1998 as compared to a net loss of $1.5
million for 1997. This significant increase of $30.4 million was largely the
result of a one-time gain of $57.4 million from our 1998 sale of selected
cellular markets. This increase was offset by an increase in income tax
expenses of $17.6 million primarily resulting from the gain on sale of selected
cellular markets.

EBITDA

EBITDA was $14.3 million for 1998 as compared to $22.0 million for 1997.
This decrease of $7.7 million was primarily the result of losses of $8.1
million related to our 1998 sale of selected cellular markets and of $4.4
million related to our PCS reseller activity. An increase in EBITDA of $4.8
million related to our Louisiana cellular markets offset the decrease.

1997 compared to 1996.

Revenues

Twelve Months Ended
December 31,
-------------------
1996 1997
--------- ---------
(In thousands)

Subscriber revenues................................... $ 45,572 $ 53,255
Roaming revenues...................................... 13,727 16,079
Merchandise sales..................................... 1,885 2,685
Other revenues........................................ 709 2,649
--------- ---------
Total revenues........................................ $ 61,893 $ 74,668

Subscriber revenues were $53.3 million for 1997 as compared to $45.6 million
for 1996. This increase of $7.7 million was primarily the result of
approximately 22,400 net additions in our cellular markets.

Roaming revenues were $16.1 million for 1997 as compared to $13.7 million
for 1996. This increase of $2.4 million was primarily the result of our 1996
purchase of the Alabama cellular market. The Alabama market had $2.4 million of
roaming revenues for the partial year of 1996.

Merchandise sales were $2.7 million for 1997 as compared to $1.9 million for
1996. This increase of $800,000 was attributable to an increase in 1997 in
gross additional cellular subscribers of 6,400 and gross additional PCS
reseller subscribers of 2,900.

Other revenues were $2.6 million for 1997 as compared to $709,000 for 1996.
This increase of $1.9 million was primarily the result of management fees
charged to Meretel in 1997 of $1.1 million and a commission paid to US Unwired
from Meretel of $1.2 million for the gross additions of 2,900 PCS reseller
subscribers.

Operating Expenses

Cost of service was $20.1 million for 1997 as compared to $16.5 million for
1996. This increase of $3.6 million was primarily the result of 22,400 net
additions in our cellular markets. Our purchase of the Alabama cellular markets
in 1996 accounted for $1.4 million of the increase in cost of service.

Merchandise cost of sales was $8.9 million for 1997 as compared to $5.4
million for 1996. This increase of $3.5 million was the result of an increase
of 6,400 in gross additional cellular subscribers and 2,900 in gross additional
PCS reseller subscribers.

General and administrative expenses were $12.7 million for 1997 as compared
to $10.6 million for 1996. This increase of $2.1 million was primarily due to
the growth of the subscriber base through the addition of the Alabama cellular
markets and our PCS reseller activity.

Sales and marketing expenses were $10.9 million for 1997 as compared to $8.1
million for 1996, representing an increase of $2.8 million. The purchase of the
Alabama markets accounted for $809,000, and the PCS reseller activity accounted
for $1.0 million of the increase. The remaining increase of $1.0 million was
attributable to our other cellular markets.

Depreciation and amortization expenses were $12.5 million for 1997 as
compared to $9.2 million for 1996, representing an increase of $3.3 million.
The purchase of the Alabama markets accounted for $1.4 million of the increase,
and $1.9 million of the increase was related to our Kansas, Mississippi and
Louisiana cellular markets.

Operating Income

Operating income was $9.6 million for 1997 as compared to $12.2 million for
1996. This decrease of $2.6 million was the result of increased depreciation
and amortization expenses and increased losses from our PCS reseller
activities.

Other Income/(Expense)

Twelve Months Ended
December 31,
--------------------
1996 1997
--------- ---------
(In thousands)

Interest expense................................... $ (6,539) $ (8,580)
Interest income.................................... 317 1,690
Other cost......................................... -- (1,082)
Loss on sale of assets............................. (9) --
--------- ---------
Total other income/(expense)....................... $ (6,231) $ (7,972)

Interest expense was $8.6 million for 1997 as compared to $6.5 million for
1996. This increase of $2.1 million was primarily the result of our incurring
additional debt of $43 million to purchase the Alabama cellular markets.

Interest income was $1.7 million for 1997 as compared to $317,000 for 1996.
The increase primarily resulted from an increase in patronage dividends as a
result of the increased borrowings.

Minority interest in losses of subsidiaries

Minority interest in losses of subsidiary was $134,000 for 1997 as compared
to $308,000 for 1996. This decrease of $174,000 is attributable to the portion
of the losses from Mississippi 34 Cellular Corporation allocable to the
minority shareholders of that corporation.

Equity in income/(losses) of affiliate

Equity in income/(losses) of affiliate was $(3.1) million for 1997 as
compared to income of $35,000 for 1996. The increase in losses of $3.1 million
was primarily the result of US Unwired's proportionate share of losses by
Meretel increasing from $38,000 for 1996 to $3.5 million for 1997.

Net Income/(Loss)

Net loss was $1.5 million for 1997 as compared to net income of $3.9 million
for 1996. This decrease of $5.4 million was the result of increased
depreciation and amortization, resulting primarily from the acquisition of the
Alabama cellular markets and increased interest expense.

EBITDA

EBITDA was $22.0 million for 1997 as compared to $21.3 million for 1996.
This increase of $0.7 million resulted primarily from our 1996 purchase of the
Alabama cellular market and internal cellular subscriber growth.

Liquidity and Capital Resources

The buildout of our PCS network and the marketing and distribution of our
products and services will require substantial capital. Assuming substantial
completion of our network buildout with coverage of 55% to 75% of the
population in a majority of markets in our service area by June 2001, we
currently estimate our capital requirements, including capital expenditures,
working capital, debt service requirements and anticipated operating losses for
the period from July 1999 through December 2001 to be approximately $294.7
million. Costs associated with the network buildout include switches, base
stations, towers and antennae, radio frequency engineering, cell site
acquisition and construction and microwave relocation. The actual funds
required to buildout our PCS network may vary materially from these estimates,
and funds could be required in the event of significant departures from the
current business plan if unforeseen delays, cost overruns, unanticipated
expenses, regulatory expenses, engineering design changes and other
technological risks occur.

Historically, we have funded our working capital requirements, acquisitions,
capital expenditures and debt service through bank financing and retained
earnings from on-going operations and the one-time gain from our 1998 sale of
selected cellular markets.

We have $130.0 million available under our new credit facility to fund the
buildout of our PCS network and anticipated operating losses.

Contemporaneously with the issuance of the existing notes, we issued $50
million of Series A preferred stock to The 1818 Fund. The preferred stock is
convertible into our common stock, subject to certain conditions, at a price of
$26.55 per share, representing 13.8% of the common equity of US Unwired,
assuming the exercise of options granted to management to purchase 500,000
shares of the common equity. The holders of the preferred stock have certain
dividend conversion, registration and voting rights.

We believe that the proceeds from our financings and internally generated
cash will provide sufficient funds to buildout our network as planned, cover
anticipated operating losses and meet our debt service requirements through
December 2001.

On September 30, 1999, US Unwired had an aggregate amount of $28.5 million
outstanding under a credit facility with certain lenders. This credit facility
was entered into on August 15, 1997 and matures on June 30, 2005.

On September 30, 1999, LA Unwired had an aggregate amount of $66.9 million
outstanding under a credit facility with certain lenders. This credit facility
was entered into on June 23, 1999 and provides for an $80.0 million reducing
revolving credit facility, which matures on September 30, 2007 and a $50.0
million delay draw term loan, which matures on September 30, 2007.

On September 30, 1999, LEC Unwired had an aggregate amount of $9.3 million
outstanding under two senior credit facilities with a certain lender. These
credit facilities were entered into on July 22, 1998. The first credit facility
is a $15.0 million senior facility with a three year drawdown period and five
year amortization. The second facility is a $3.0 million subordinated facility
with a three year drawdown period and five year amortization. Both facilities
mature on July 1, 2006.

As of September 30, 1999, we had additional borrowing capacity under our
credit arrangements of $15.6 million.

Net cash used in operating activities totaled $14.7 million for 1998,
consisting primarily of net income of $28.9 million, adjustments for
depreciation and amortization of $9.8 million, deferred tax expense of $4.6
million, equity in loss of affiliates of $13.0 million, gain on sale of assets
of $59.5 million and changes in operating assets and liabilities of $(11.9)
million. Net cash provided by operating activities for 1997 totaled $12.0
million and for 1996 totaled $10.6 million.

Net cash provided by investing activities totaled $113.2 million for 1998.
Net cash provided by investing activities consisted primarily of the $154.9
million in proceeds that we received from our 1998 sale of selected cellular
markets. Netted against these cash proceeds were property and equipment
purchases totaling $20.6 million, investments in unconsolidated affiliates of
$15.4 million and an additional investment in Mississippi 34 Cellular
Corporation of $6.5 million prior to its sale in 1998. Net cash used in
investing activities totaled $17.6 million for 1997 and $52.5 million for 1996.

Net cash used in financing activities totaled $71.0 million for 1998. The
net cash used in financing activities resulted from principal payments of
$100.7 million on long-term debt from a portion of the proceeds of our 1998
sale of selected cellular markets and additional borrowings of

$29.7 million. Net cash provided by financing activities totaled $3.9 million
for 1997 and $43.4 million for 1996.

Seasonality

Consistent with the wireless communications industry in general, we have
historically experienced significant subscriber growth during the fourth
quarter. Accordingly, during such quarter we experience greater losses on
merchandise sales and increases in sales and marketing expenses. We have
historically experienced highest usage and revenue per subscriber during the
summer months. We expect these trends to continue.

Impact of Year 2000 Issue on Our Operations and Financial Condition

Many currently installed computer systems and software applications are
encoded to accept only two digit entries in the year entry of the date code
field. Beginning in the year 2000, these codes will need to accept four digit
year entries to distinguish 21st century dates from the 20th century dates.
Because many computers and computer applications define dates by the last two
digits of the year, "00" may not be properly identified as the year 2000. That
inability could cause the failure of those computers or applications or in the
generation of business and financial information. The Year 2000 problem could
potentially affect us due to our own systems and due to the systems of third
parties with whom we conduct business. For purposes of this discussion, systems
means information technology systems, or IT systems, which are systems that
deal with business and financial information, and non-information technology
systems, or non-IT systems, such as microcontrollers, which are embedded in
machinery and equipment and control or affect their function.

We have implemented a Year 2000 program to ensure that our computer systems
and applications, including our systems to provide services to our customers
and our internal systems, will function properly after 1999. Our Year 2000
compliance team, which consists of representatives from each of our
departments, completed an inventory of our IT and non-IT systems in each
department and determined what systems were not Year 2000 compliant. We are
modifying and replacing those non-compliant items identified through this
inventory process, and we are using both internal and external resources to
identify, correct, reprogram and test our IT and non-IT systems for Year 2000
compliance. We believe that we have prepared these systems for the Year 2000.

In addition, we are contacting third parties with whom we conduct business
to receive the appropriate warranties and assurances that those third parties
are or will be Year 2000 compliant. We cannot assure that full compliance will
be achieved as we and such third parties have planned or that we will receive
warranties and assurances from such third parties. We rely on third party
vendors for a significant number of our important operating and computer system
functions and therefore are highly dependent on such third party vendors for
the remediation of network elements, computer systems, software applications
and other business systems. In addition, we use publicly available services
that are acquired without contract, such as global positioning system timing
signals, that may be subject to Year 2000 issues. While we believe these
systems will be Year 2000 compliant, we have no contractual or other right to
compel compliance.

We have not yet incurred any monetary costs to modify our existing systems
or to convert to new systems. We have, however, expended internal hours
addressing and remedying our Year 2000

issues. We expect to incur costs to make our switches Year 2000 compliant, but
we do not expect these costs to exceed $1.0 million.

We believe that our most significant exposure from Year 2000 issues lies in
the compliance of our switches. Our operations depend on the functioning of our
switches. The failure of our switches to function would materially impair our
operations and financial condition. Even though we have no information that
causes us to expect a failure of our switches to function, we cannot assure
that such a failure will not occur. We do not believe that we can develop
adequate contingency plans for any prolonged disruption caused by the failure
of our switches to function.

We routinely receive inquiries from our suppliers and customers as to our
state of readiness for the Year 2000 problem, just as we seek similar
information from others. We believe, and therefore respond, that our systems
will be ready. We could incur liability to persons to whom we respond if our
response turns out to be incorrect and those persons are damaged. We do not
expect this liability, if any, to be significant, but we cannot assure that it
will not be. We are not insured against this type of loss and, even if we were
not ultimately held liable, we could be subjected to significant costs for
defense. In addition, we cannot possibly verify all of the information that we
have gathered or will gather about the systems of third parties, and we cannot
compel third parties to respond at all. We cannot predict the extent to which
our financial condition and operations could be affected if third persons are
not prepared for the Year 2000 on a timely basis.

We believe that we have allocated adequate resources for our Year 2000
issues and expect to complete our Year 2000 compliance program successfully and
on a timely basis. We cannot assure, however, that this will be the case.

Quantitative and Qualitative Disclosure about Market Risk

We are not exposed to fluctuations in currency exchange rates, as all of our
services are invoiced in U.S. dollars. We are exposed to the impact of interest
rate changes on our short-term cash investments, consisting of U.S. Treasury
obligations and other investments in respect of institutions with the highest
credit ratings, all of which have maturities of three months or less. These
short-term investments carry a degree of interest rate risk. We believe that
the impact of a 1% increase or decline in current average investment rates
would not have a material impact on our investment income.

We use interest rate swaps to hedge the effects of fluctuations in interest
rates on our credit facilities. These transactions meet the requirements for
hedge accounting, including designation and correlation. These interest rate
swaps are managed in accordance with our policies and procedures. We do not
enter into these transactions for trading purposes. The resulting gains or
losses, measured by quoted market prices, are accounted for as part of the
transactions being hedged, except that losses not expected to be recovered upon
the completion of hedged transactions are expensed. Gains or losses associated
with interest rate swaps are computed as the difference between the interest
expense per the amount hedged using the fixed rate compared to a floating rate
over the term of the swap agreement. Considering the amount of outstanding
indebtedness at December 31, 1998, a 1% change in interest rates would cause a
change in interest expense of approximately $291,000 for the year ended
December 31, 1998.

Inflation

We believe that inflation has not impaired, and will not impair, our results
of operations.

THE WIRELESS COMMUNICATIONS INDUSTRY

Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging or beeper services, and
two-way radio applications, such as cellular, PCS and enhanced specialized
mobile radio networks. Historically, each application has been licensed and
operates in a distinct radio frequency block.

In the wireless communications industry, there are two principal services
licensed by the FCC for transmitting two-way, real time voice and data signals:
cellular and PCS. Cellular, which uses the 800 MHz frequency block, is the
predominant form of wireless voice communications service utilized by
subscribers today. Cellular systems are predominantly analog-based systems,
although digital technology has been introduced in most metropolitan markets.
Analog-based systems send signals in which the transmitted signal resembles the
input signal; in digital systems the input signal is coded into a binary form
before the signal is transmitted.

In 1993, the FCC allocated the 1900 MHz frequency block of the radio
spectrum for the provision of a new wireless personal communications service,
commonly known as PCS. PCS differs from traditional analog cellular telephone
service principally in that PCS systems operate at a higher frequency and
employ advanced digital technology. Digital systems convert voice or data
signals into a stream of digits that permit a single radio channel to carry
multiple simultaneous transmissions. Digital systems also achieve greater
frequency reuse than analog systems resulting in greater capacity than analog
systems. This enhanced capacity, along with enhancements in digital protocols,
allows digital-based wireless technologies (whether using PCS or cellular
frequencies) to offer new and enhanced services and more robust data
transmission such as greater clarity, better security, facsimile, electronic
mail and connecting notebook computers with computer/data networks.

Cellular service was first introduced in the United States in 1983. As of
December 31, 1998, according to the Cellular Telecommunications Industry
Association, known as CTIA, there were 69.2 million wireless subscribers in the
United States, representing an overall wireless penetration rate of 25.5% and a
subscriber growth rate of 25.1% from December 31, 1997.

The following table sets forth certain statistics for the domestic wireless
telephone industry as a whole:

Year Ended December 31,
----------------------------------------------
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------

Total service revenues (in
billions).................... $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5 $ 33.1
Ending wireless subscribers
(in millions)................ 16.0 24.1 33.8 44.0 55.3 69.2
Subscriber growth............. 45.1% 50.8% 40.0% 30.4% 25.6% 25.1%
Average monthly revenue per
subscriber/(1)/.............. $67.13 $59.08 $54.91 $50.61 $46.11 $44.35
Average monthly revenue per
subscriber/(2)/.............. $58.74 $51.48 $47.59 $44.66 $41.12 $39.66
Ending penetration............ 6.2% 9.2% 12.8% 16.5% 20.6% 25.5%

- --------
Source: Cellular Telecommunications Industry Association; U.S. Census Bureau.

(1) Including roaming revenues.
(2) Excluding roaming revenues.

Paul Kagan Associates, Inc., an independent media and telecommunications
association, estimates that the number of wireless users will increase to
approximately 151 million by 2002 and 198 million by 2005. This growth is
driven largely by a substantial projected increase in PCS users, who are
forecast to account for approximately 34% of total users in 2002 and 43% in
2005, representing a significant increase over the approximately 10% of total
wireless customers using PCS as of the end of 1998. Paul Kagan Associates, Inc.
projects that total wireless industry penetration, defined as the number of
wireless subscribers nationwide divided by total United States population, will
grow to an estimated 53% in 2002 and 68% in 2005.

We believe that a significant portion of the predicted growth in the
consumer market for wireless telecommunications will result from anticipated
declines in costs of service, increased functional versatility and increased
awareness of the productivity, convenience and privacy benefits associated with
the services offered by PCS providers. Additionally, we believe that the rapid
growth of notebook computers and personal digital assistants, combined with
emerging software applications for delivery of electronic mail, fax and
database searching, will contribute to the growing demand for wireless service.

We believe that our markets are well positioned to benefit from the growth
predicted for the wireless industry as forecast by the CTIA. We believe that
our markets and other markets similar to ours will experience the fastest
growth in subscriber additions due to the relatively low wireless penetration
currently.

The following chart illustrates the annual growth in wireless subscribers
and total industry revenues during the periods indicated:

[Chart appears here]

Wireless communications systems, whether PCS or cellular, are divided into
multiple geographic areas, known as cells. In both PCS and cellular systems,
each cell contains a transmitter, a receiver and signaling equipment, together
referred to as the cell site. The cell site is connected by microwave or
landline telephone lines to a switch that uses computers to control the
operation of the cellular or PCS communications system for the entire service
area. The system controls the transfer of calls from cell to cell as a
subscriber's handset travels, coordinates calls to and from handsets, allocates
calls among the cells within the system and connects calls to the local
landline telephone system or to a long distance carrier. Wireless
communications providers establish interconnection agreements with local
exchange carriers and interexchange carriers, thereby integrating their system
with the existing landline communications system. Because the signal strength
of a transmission between a handset and a cell site declines as the handset
moves away from the cell site, the switching office and the cell site monitor
the signal strength of calls in progress. When the signal strength of a call
declines to a predetermined level, the switching office may "hand off" the call
to another cell site where the signal strength is stronger.

Wireless digital signal transmission is accomplished through the use of
various forms of frequency management technology, or air interface protocols.
The FCC has not mandated a universal air interface protocol for PCS systems.
PCS systems operate under one of three principal air interface protocols: CDMA,
TDMA and GSM. TDMA and GSM are both time division multiple access systems but
are incompatible with each other and with CDMA. CDMA is a code division
multiple access system and is incompatible with both GSM and TDMA. Accordingly,
a subscriber of a system that utilizes CDMA technology is unable to use a CDMA
handset when traveling in an area not served by CDMA-based PCS operators,
unless the customer carries a dual band/dual-mode handset that permits the
customer to use the analog cellular system in that area. The same issue would
apply to users of TDMA or GSM systems.

BUSINESS

General

We have the largest population coverage and most subscribers of any
affiliate of Sprint PCS, the fastest growing wireless company in the
United States. We intend to be a leading provider of wireless PCS service
throughout the Gulf States region by marketing our services under the Sprint
PCS name. Sprint and MCI WorldCom announced on October 5, 1999 that the boards
of directors of both companies have approved a definitive merger agreement
whereby the two companies would merge to form a new company called WorldCom.
The merger is subject to various conditions, including the approvals of the
shareholders of both companies, the Federal Communications Commission, the
Justice Department, various state government bodies and foreign antitrust
authorities. We do not expect the merger to have a negative impact on our
affiliation with Sprint or its successor if the merger is completed.

. strong brand recognition and national marketing campaigns;

. exclusive Sprint PCS traveling partner;

. access to Sprint PCS products and services;

. availability of Sprint PCS "Free and Clear" one-rate pricing plans;

. nationwide coverage;

. established direct and indirect distribution channels;

. volume-driven vendor discounts;

. access to Sprint PCS engineering and network design;

. reduced startup costs;

. long-term management agreement; and

. availability of technology and service advances developed by Sprint PCS.

Cellular and Paging Services

In addition to our wireless PCS service, we provided cellular and paging
service in Lake Charles, Leesville, Jennings, Sulphur and Cameron, Louisiana
through our subsidiary, Unwired Telecom. At September 30, 1999, we had
approximately 61,000 cellular subscribers and approximately 24,000 paging
subscribers. Our Louisiana cellular and paging business had $39.8 million in
revenues for the 12 months ended September 30, 1999.

CLEC Services

Through our subsidiary, LEC Unwired, LLC, we are building a state-of-the-art
facilities-based CLEC company offering digital subscriber lines, internet,
data, local telephone service, long distance and web hosting services. CLEC
refers to the business of providing local telephone and data services in
competition with the incumbent local service provider. Our strategy is to be
the first or second to offer to business and residential customers integrated
voice, internet and digital subscriber line services, primarily in second or
third tier markets in the Gulf States region. LEC Unwired's network consists of
circuit-based Lucent switches to handle voice traffic and multiple vendors to
offer digital subscriber line and internet services. Additionally, LEC Unwired
is physically co-locating with the incumbent local exchange service provider to
use the incumbent's unbundled network elements to provide service to LEC
Unwired's customers. To date, seven physical co-locations have been completed
and 13 are in process. LEC Unwired currently offers local service in three
markets and dedicated dial-up service in seven markets.

As of the third quarter of 1999, LEC Unwired had recruited an experienced
core group of CLEC/internet professionals, deployed facilities-based service
and had in place the necessary operational support systems to scale operations
rapidly. LEC Unwired has been selected by Cisco Systems, Inc. to be a Cisco
Powered Network Partner(R) and is actively working with Cisco's jump start
marketing group to launch internet related service throughout the region. LEC
Unwired commenced commercial operations in March 1998. LEC Unwired reported
revenues of approximately $570,000 for the year ended December 31, 1998 and
approximately $3.6 million for the nine months ended September 30, 1999. Our
CLEC services are marketed under the name US Unwired.

We are currently in the process of exploring strategic alternatives for LEC
Unwired which could include a merger, sale or other disposition of our interest
in LEC Unwired. If we do not dispose of our interest in LEC Unwired, we may
need to seek a waiver of certain provisions in the indenture to permit LEC
Unwired to acquire additional financing. As of September 30, 1999, we owned 53%
of LEC Unwired and our affiliate, Cameron Communications Corporation, owned 47%
of LEC Unwired.

Sprint PCS

Sprint is a diversified telecommunications service provider whose principal
activities include long distance service, local service, wireless telephone
products and services, product distribution and directory publishing activities
and other telecommunication activities, investments and alliances. Sprint PCS,
a group of subsidiaries of Sprint, operates the only 100% digital, 100% PCS
wireless network in the United States and holds licenses to provide service
nationwide on PCS frequencies. The Sprint PCS network uses the same CDMA
technology nationwide.

Sprint, through an affiliate, launched the first commercial PCS service in
the United States in November 1995. Since then, Sprint PCS has experienced
rapid subscriber growth, providing service to nearly 4.7 million customers as
of September 30, 1999. In the fourth quarter of 1998, Sprint PCS added
approximately 836,000 new subscribers, representing the largest single quarter
of customer growth ever recorded by a wireless provider in the United States.
In the first three quarters of 1999, Sprint PCS added approximately 2.1 million
new wireless subscribers, including 20,000 subscribers in Hawaii acquired from
PrimeCo Personal Communications. As of September 30, 1999, Sprint PCS, together
with its affiliated companies, operated PCS systems within the United States
and its territories covering approximately 180 million people in more than 280
metropolitan markets. The chart below illustrates Sprint PCS's subscriber
growth from the beginning of 1997 to the end of the third quarter of 1999.

[Graph appears here]
Sprint PCS currently provides nationwide service through:

. operation of its own digital network;

. strategic affiliations with other companies, primarily in and around
smaller metropolitan areas;

. roaming on analog cellular networks of other providers using dual-
band/dual-mode handsets; and

. roaming on digital PCS networks of other CDMA-based providers.

Sprint PCS has adopted a strategy to extend rapidly its 100% digital, 100%
PCS network by entering into agreements with independent wireless companies,
such as US Unwired, to construct and manage Sprint PCS markets and market
Sprint PCS services. Through these affiliations, Sprint PCS services will be
available in key cities contiguous to current and future Sprint PCS markets.
Our service area connects to Sprint PCS markets including Houston, Dallas,
Little Rock, New Orleans, Memphis, Tallahassee and Birmingham and is the
largest service area of all of the Sprint PCS affiliates in the United States
and its territories. The buildout of our service area will extend Sprint PCS's
coverage in the Gulf States region and is important to Sprint PCS's nationwide
strategy.

Our Affiliation with Sprint PCS

. each agreement has a term of 50 years with an initial period of 20 years
and three automatic, successive 10-year renewal periods;

We believe that our service area is important to Sprint PCS's plan to have
a 100% digital, 100% PCS network with nationwide coverage. To date, Sprint PCS
has made considerable investments in the licenses covering our service area.
We estimate that Sprint PCS paid over $100 million to acquire the PCS licenses
in our service area and to clear the licensed markets for microwave radio
frequency service.

Benefits of Our Affiliation with Sprint PCS

Our exclusive relationship with Sprint PCS provides us with many
operational and business advantages, including:

Exclusive access to Sprint PCS products and services. We are the exclusive
provider of Sprint PCS's 100% digital, 100% PCS products and services in our
service area. We have the right to market Sprint PCS products and services in
our service area and provide these products and services under the Sprint(R)
and Sprint PCS(R) brand names.

Strong brand recognition and national advertising support. We expect to
benefit from the strength and reputation of the Sprint(R) and Sprint PCS(R)
brands. In our local markets, we have the royalty-free use of the Sprint(R) and
Sprint PCS(R) brands and logos, and we benefit from Sprint PCS's national
advertising campaigns and developed marketing programs at no additional cost.

Sprint PCS "Free and Clear" one-rate pricing plans. We offer to our
customers the same strategic free long distance, free traveling on the Sprint
PCS network and accompanying promotional campaigns, including handset and
accessory promotions, that Sprint PCS offers to all of its customers throughout
the United States.

Established distribution channels. We have access to all the national
distribution channels used by Sprint PCS. These channels include:

. major national third party retailers such as Radio Shack, Office Depot,
Circuit City, Dillard's, Sam's Wholesale Club, Office Max and Best Buy;

. Sprint PCS's national inbound telemarketing sales program;

. Sprint PCS's Business-to-Business and national accounts sales programs;
and

. Sprint PCS's electronic commerce sales platform.

Nationwide coverage. We operate our PCS network seamlessly with the Sprint
PCS network. This provides our customers with the ability to place calls in any
Sprint PCS service area throughout the United States without incurring charges
for traveling on Sprint PCS's network or, under certain pricing plans,
incurring long distance charges.

Exclusive traveling partner to Sprint PCS. We are the exclusive provider of
traveling services for all non-US Unwired Sprint PCS customers in our service
area and benefit from the increased traffic created by other Sprint PCS
customers who travel in our service area.

Economies of scale of a nationwide network. We have access to network and
subscriber equipment under Sprint PCS's vendor contracts that provide for
volume discounts. These discounts will reduce the overall capital required to
build our PCS network and will lower the cost of subscriber equipment.

Reduced startup costs. We estimate that Sprint PCS spent over $100 million
to purchase a substantial portion of the licenses covering our service area and
for microwave clearing. As a Sprint PCS affiliate, we did not have to acquire
most of the licenses, and this reduced our start-up costs.

Availability of technology and service advances developed by Sprint
PCS. Sprint PCS's extensive research and development effort produces ongoing
benefits through both new technological products as well as enhanced service
features. We have immediate access to any developments produced by Sprint PCS
for use over the nationwide PCS network.

Our Competitive Strengths

In addition to the advantages provided by our strategic affiliation with
Sprint PCS, we have the following competitive strengths:

Extensive territorial reach. With a population of approximately 9.9 million
in our service area, we cover a significant percentage of the population in the
Gulf States region (which includes Louisiana, Mississippi, Alabama, eastern
Texas, and the Florida panhandle), southern Tennessee, southern Arkansas and
southern Oklahoma. Our service area possesses characteristics that are
favorable to wireless communications, which include:

. extensive highway miles and commuter zones;

. high commuter activity;

. concentration of major industries;

. major regional tourist destinations; and

. a large number of higher education institutions.

Existing corporate infrastructure. We retained most of our corporate staff
following the sale of our non-Louisiana cellular assets to assist in the
buildout of our Sprint PCS network. Accordingly, we have internal capabilities
to handle billing, customer care, accounting, treasury and legal services in
our markets where we currently offer PCS service and a substantial majority of
our new markets. We believe that providing these functions ourselves is more
cost-effective than outsourcing them to third parties. In a limited number of
markets, however, Sprint PCS will provide us on a contract basis with selected
back office functions such as billing and customer care.

Cash flow from cellular and paging operations. Our cellular and paging
operations provide a significant source of funding for the buildout of our PCS
network. Our internally-generated cash flow reduces our need to access outside
capital to fund our business plan.

Significant number of owned licenses. In addition to the licenses provided
to us through our agreements with Sprint PCS, we own thirteen 10 MHz PCS
licenses and three 25 MHz cellular licenses within our service area and nine 10
MHz PCS licenses outside our service area. Combining the Sprint PCS licenses
with our own licenses, we have access to 40 MHz of bandwidth in many of our
markets. We believe that this access positions us well for the possible future
introduction of wireless internet and data transmission service.

High-quality customer care. We are committed to building strong customer
relationships by providing high-quality customer care. We serve our customers
from our state-of-the-art call center facility in Lake Charles, Louisiana. Our
customer care representatives are accessible from any of our handsets at no
charge to the customer. Additionally, we are staffing each of our retail
outlets with full-time customer care representatives to interface directly with
the customers concerning billing and service issues. Our web-based services
include online account information that allows customers to check billing or
otherwise manage their accounts.

Our Business Strategy

Leverage relationship with Sprint PCS. We intend to capitalize on the
benefits from our relationship with Sprint PCS:

. strong brand recognition and national marketing campaigns;

. exclusive Sprint PCS traveling partner;

. access to Sprint PCS products and services;

. availability of Sprint PCS "Free and Clear" one-rate pricing plans;

. nationwide coverage;

. established direct and indirect distribution channels;

. volume-driven vendor discounts;

. access to Sprint PCS engineering and network design;

. reduced startup costs;

. long-term management agreement; and

. availability of technology and service advances developed by Sprint PCS.

Execute integrated marketing plan. Our marketing approach leverages Sprint
PCS's nationwide presence and brand name. We emphasize the improved quality,
enhanced features and favorable pricing of Sprint PCS service. In addition, we
leverage the clout of the Sprint PCS organization through Sprint PCS's:

. household name recognition;

. dynamic national advertising campaigns;

. reputation for providing high-end quality product and service;

. organized national accounts sales force;

. e-commerce website; and

. pre-negotiated contracts with national retail chain outlets.

On the local level, we offer a complementary strategy through:

. multi-media marketing efforts, including point-of-sale, print, television
and radio campaigns for our own co-branded US Unwired(R) and Sprint
PCS(R) retail outlets;

. our network of approximately 270 independent agent representatives; and

. direct mail efforts and our website, www.usunwired.com.

Execute high-quality buildout plan. We are constructing a state-of-the-art,
high quality 100% PCS network utilizing 100% digital technology.

. Our network design has a high density of cell sites which, together with
the use of digital PCS technology, allow our system to handle higher
traffic demand than cellular operators, thereby allowing us to offer
lower per-minute rates.

. Our network design allows extensive use of micro- and mini-cell sites to
service expensive, difficult to reach locations and coverage gaps within
our wireless network.

. We will maintain low construction costs for our network by planning to
co-locate on existing towers as our primary strategy and developing our
radio frequency design around this strategy.

Our Service Area

Our Sprint PCS service area contains 38 contiguous markets encompassing over
153,000 square miles with a population of approximately 9.9 million. Our
service area is the largest in the United States by measure of population for
all of the Sprint PCS territories assigned to affiliates.

We believe that our service area contains many regional characteristics that
are positive for wireless communication, including the following:

Extensive highway miles and commuter zones. Our service area includes high
traffic corridors traversed by major interstate highways. Overall, our
footprint covers 4,509 total highway miles, of which 2,073 are interstate.

High commuter activity. Our high commuter activity is reflected in the
millions of vehicle miles traveled with over 24% of the average commute time
taking greater than 30 minutes.

Concentration of major industries. The Gulf States region is home to many
large businesses in the oil and gas, gaming and agriculture industries. These
businesses comprise the primary economic infrastructure of the region and
provide the majority of business travelers who visit our service area.

Major regional tourist destinations. According to major tourist publication
guides, the Gulf Coast region is a major tourist and vacation destination. The
Gulf Coast beaches in Mississippi, Alabama and Florida draw millions of
visitors annually. Our service area contains many historical sites, and the
numerous casino gaming establishments in our service area are major travel
destinations. The Mississippi casino market alone is ranked as the largest
casino market in the United States between Las Vegas and Atlantic City.

Large number of higher education institutions. There are 86 colleges and
universities located in and around our service area, including the University
of Alabama, the University of Southern Mississippi, Mississippi State
University and Louisiana State University. The undergraduate and graduate
student population of these institutions exceeds 415,000.

The following table sets forth some key information about our PCS markets
(population in thousands):

Basic Total Expected Sprint Spectrum Total
Trading Market % Population Online Spectrum (Owned Spectrum
Market(/1/) Area # Population(/1/) Owned(/2/) Owned Date (Managed MHz) MHz) (MHz)
----------- ------- ---------- ---------- ---------- -------- ------------ -------- --------

Anniston, AL..................... 17 164.0 100% 164.0 Mar-00 30 -- 30
Chilton Area Counties,
AL(/3/)(/4/)................... 459 242.5 100 242.5 Dec-00 30 -- 30
Decatur, AL...................... 108 142.8 100 142.8 Dec-00 30 -- 30
Florence, AL..................... 146 183.5 100 183.5 Dec-00 30 -- 30
Gadsen, AL....................... 158 183.5 100 183.5 Dec-00 30 -- 30
Huntsville, AL................... 198 496.4 100 496.4 Dec-00 30 -- 30
Mobile, AL....................... 302 653.9 100 653.9 Jun-00 30 -- 30
Montgomery, AL................... 305 475.3 100 475.3 Mar-00 30 -- 30
Selma, AL........................ 415 74.1 100 74.1 Sep-00 30 -- 30
Tuscaloosa, AL................... 450 253.1 100 253.1 Sep-00 30 10 40
El Dorado, AR.................... 125 103.1 100 103.1 Jun-01 30 10 40
Hot Springs, AR.................. 193 133.4 100 133.4 Jun-00 30 -- 30
Nevada Area Counties,
AR(/3/)(/5/)................... 257 57.1 100 57.1 Jun-00 30 -- 30
Pine Bluff, AR................... 348 147.5 100 147.5 Jun-01 30 10 40
Fort Walton Beach, FL............ 154 216.5 100 216.5 Sep-00 30 -- 30
Jackson Area County, FL(/3/)..... 439 50.5 100 50.5 Mar-00 10 -- 10
Panama City, FL.................. 340 202.6 100 202.6 Sep-00 10 -- 10
Pensacola, FL.................... 343 414.2 100 414.2 Jun-00 30 -- 30
Alexandria, LA................... 9 264.8 100 264.8 Online 30 10 40
Houma, LA........................ 195 271.8 100 271.8 Online 30 -- 30
Lake Charles, LA................. 238 278.5 100 278.5 Online 10 10 20
Monroe, LA....................... 304 330.7 100 330.7 Online 30 10 40
Shreveport, LA................... 419 592.7 100 592.7 Online 30 10 40
Columbus, MS..................... 94 171.0 100 171.0 Jun-01 10 10 20
Greenville, MS................... 175 210.5 100 210.5 Jun-01 10 -- 10
Grenada Area Counties,
MS(/3/)(/6/)................... 290 62.1 100 62.1 Mar-01 10 -- 10
Hattiesburg, MS.................. 186 181.0 100 181.0 Dec-00 30 -- 30
Jackson, MS...................... 210 657.8 100 657.8 Sep-00 10 -- 10
Laurel, MS....................... 246 81.3 100 81.3 Jun-01 30 -- 30
McComb, MS....................... 269 110.1 100 110.1 Jun-01 30 -- 30
Meridian, MS..................... 292 205.9 100 205.9 Jun-01 10 -- 10
Natchez, MS...................... 315 71.8 100 71.8 Jun-01 10 10 20
Tupelo, MS....................... 449 312.5 100 312.5 Mar-01 10 10 20
Vicksburg, MS.................... 455 61.7 100 61.7 Jun-01 10 -- 10
Maury Area Counties,
TN(/3/)(/7/).................... 314 101.0 100 101.0 Dec-00 30 -- 30
Longview, TX..................... 260 317.8 100 317.8 Online 30 10 40
Paris, TX........................ 341 92.6 100 92.6 Jun-01 30 10 40
Texarkana, TX.................... 443 265.8 100 265.8 Online 30 10 40
Tyler, TX........................ 452 303.9 100 303.9 Online 30 -- 30
Beaumont, TX..................... 34 459.1 80 367.3 Online 10 -- 10
Lufkin, TX....................... 265 157.5 80 126.0 Dec-99 10 -- 10
-------- -------
Subtotal....................... 9,755.9 9,632.6
Minority Interests:
Baton Rouge, LA................. 32 676.1 14 94.7 Online 30 -- 30
Hammond, LA..................... 180 106.3 14 14.9 Dec-99 30 -- 30
Lafayette, LA................... 236 532.1 14 74.5 Online 30 -- 30
Biloxi, MS...................... 42 399.0 14 55.9 Dec-99 30 -- 30
-------- -------
Subtotal....................... 1,713.5 240.0

Total........................ 11,469.4 9,872.6
======== =======

- -------
(1) Source: Paul Kagan Associates, Inc., 1999 PCS Atlas and Databook.
(2) Our 100% ownership represents 95% ownership by LA Unwired and 5% ownership
by our affiliate, Cameron Communications Corporation.
(3) County based information.
(4) Includes Chilton, Cullman, Talladega, Coosa and Tallapoosa Counties.
(5) Includes Nevada, Clark, Dallas, and Grant Counties.
(6) Includes Grenada, Yalobusha, Tallahatchie and Montgomery Counties.
(7) Includes Maury and Giles Counties.

The following table sets forth some information about our cellular markets
(population in thousands):

Metropolitan Total Spectrum
or Rural Market % Population Online (Owned
Market Service Area # Population (1) Owned Owned Date MHz)
------ -------------- -------------- ----- ---------- ------ --------

Beauregard, LA.......... RSA 5 B-1 147.0 100% 147.0 Online 25
De Soto, LA............. RSA 3 B-1 54.0 100% 54.0 Online 25
Lake Charles, LA........ MSA 197 179.9 100% 179.9 Online 25
Chambers, TX............ RSA 21 23.3 25% 5.8 Online 25
----- -----
Total................... 404.2 386.7
===== =====

- --------
(/1/Source:)Paul Kagan Associates, Inc., Cellular Telephone Atlas 1998.

Network Buildout Plan

As of September 30, 1999, we had launched our PCS service in the following
nine markets covering an aggregate population of approximately 3.0 million:
Alexandria, Houma, Lake Charles, Monroe and Shreveport, Louisiana and Beaumont,
Longview-Marshall, Texarkana and Tyler, Texas. When we complete our network
buildout, we expect to cover 55% to 75% of the population in a majority of
markets in our service area.

We expect that the combined proceeds of our financings will be sufficient to
meet our funding requirements of $294.7 million to complete construction of our
network buildout plan and to fund anticipated operating losses for the period
from July 1999 through December 2001. We anticipate that we will complete
network construction of our markets and will be providing PCS service to a
licensed population of approximately 3.4 million by December 1999, to a
licensed population of approximately 8.4 million by December 2000, and to our
entire service area, covering a licensed population of approximately 9.9
million, by June 2001.

In our network construction, we are focusing initially on the concentrated
population and business centers of the major metropolitan areas in our service
area and the adjoining interstate highways. We intend next to buildout the
smaller markets surrounding the existing built out areas and will continue to
buildout interstate and state highways. We intend to launch service only after
a significant portion of the planned buildout for a given major city has been
completed. In addition, prior to launching service, we will perform extensive
field testing to ensure comprehensive and reliable coverage within a particular
market. We are providing the overall project and construction management of the
design, site acquisition, installation and testing of our PCS transmission
system.

Initial radio frequency design. Lucent Technologies, Inc. and the
engineering firm of 3Ngineering, L.L.C. are performing the initial radio
frequency design for our network. Lucent or 3Ngineering determines the required
number of cell sites to operate our network and identifies the general
geographic areas for proposed cell site locations. The initial radio frequency
design has been completed for all of our markets that are expected to be
completed by December 2000, and 30% of the design has been completed for our
markets that are expected to be completed by June 2001.

Site identification, acquisition and construction. For those sites that we
do not identify and acquire ourselves, we use Faulk and Foster to identify and
acquire the sites on which we will locate the towers, antennae and other
equipment necessary for the operation of our PCS system. After a general
geographic area for a cell site is identified, Faulk and Foster, or we, survey
potential sites to identify two potential tower sites within each geographic
location and evaluate them based on various engineering criteria and economic
desirability.

We obtain cell sites in three ways: (1) co-location, (2) construction of a
tower by an independent build-to-suit company, or (3) construction of a tower
by us. We prefer to co-locate with another wireless company by leasing space on
an existing tower or building. The advantages of co-location are lower
construction costs and the likelihood that any zoning difficulties have been
resolved. We believe that approximately 833 cell sites are needed to achieve
65% to 75% coverage of the population in our service area. Based on our work to
date, we expect that approximately 40% of our cell sites will be co-located on
existing sites, 10% will be built-to-suit by tower construction companies and
50% will be constructed by us.

Microwave relocation. Prior to the FCC's auction of PCS licenses in the
1850-1970 MHz frequency bandwidths, these frequencies were used by various
fixed microwave operators. The FCC has established procedures for PCS licensees
to relocate these existing microwave paths, generally at the PCS licensee's
expense. We have completed relocation of all microwave paths that currently use
bandwidth owned by us. Sprint PCS is assisting us in relocating the microwave
paths that use bandwidth owned by Sprint PCS and is analyzing these relocations
as we continue the buildout of our network. Including cost sharing for
relocations performed by other PCS licensees and considering cost sharing
reimbursements from other PCS licensees, we expect to spend a net total of less
than $20.0 million for microwave relocation expenses. We plan to complete the
microwave relocation for all paths that use Sprint PCS-owned spectrum prior to
our targeted buildout completion date.

Switching centers. To cover our service area population of approximately 9.9
million, we will use five switching centers located in our four markets of
Shreveport and Lake Charles, Louisiana, Jackson, Mississippi and Montgomery,
Alabama. The Shreveport location has been leased, and construction has been
completed. The Lake Charles, Jackson and Montgomery locations are expected to
be leased and built on a timely basis in conjunction with the scheduled launch
for the markets that are expected to be completed by June 2001. Each switching
center will serve several purposes, including, among other things, routing
calls, managing call handoff, managing access to landlines and providing access
to voice mail.

Interconnection. Our digital PCS network will connect to the landline
telephone system through local exchange carriers. Prior to entering the Sprint
PCS agreements, we entered into interconnection agreements with BellSouth.
Through our agreements with Sprint PCS, we have the opportunity to benefit from
Sprint PCS-negotiated interconnection agreements.

Long distance and back haul. We have entered into a long distance agreement
with our affiliate, Cameron Communications Corporation, which provides
preferred rates for long distance services; however, we also have the option to
purchase long distance services from Sprint PCS at favorable wholesale rates.

Network communications equipment. Lucent will supply the radio base
stations, switches and other related PCS transmission equipment, software and
services necessary for our markets that are expected to be built out by
December 2000. Lucent has assigned a dedicated project management team to
assist us in the installation and testing of the transmission equipment. We are
currently entertaining competing bids for the provision of these products and
services for our markets that are expected to be completed by June 2001.

Network monitoring systems. Our network operations center in Lake Charles,
Louisiana will provide around-the-clock monitoring and maintenance of our
entire network, including the constant monitoring of all base stations,
switches and system quality (for blocked or dropped calls, call clarity and
evidence of tampering, cloning or fraud), the recording of network traffic and
the overseeing of interface among customer usage, data collected at switch
facilities and billing.

Services and Features

We offer established Sprint PCS products and services throughout our service
area. Our products and services are designed to mirror the service offerings of
Sprint PCS and to integrate seamlessly with the Sprint PCS nationwide network.
Our 100% digital, 100% PCS network has significant advantages over competing
digital networks.

Improved quality and technology. As the quality of digital wireless
telephony networks continues to approach that of wireline systems, increased
customer usage is expected. We believe that PCS providers will be first to be
able to offer mass market wireless applications in competition with switched
and direct access local telecommunications services.

100% digital wireless mobility. Our PCS network is part of the largest 100%
digital, 100% PCS network in the nation. We offer customers in our service area
enhanced voice clarity, advanced features, and simple, affordable Sprint PCS
"Free and Clear" pricing plans. These plans include long distance and wireless
airtime minutes for use throughout the Sprint PCS network at no additional
charge. Our basic wireless service includes voice mail, caller ID, enhanced
call waiting, three-way conferencing, call forwarding, distinctive ringing and
call blocking.

Nationwide service. Sprint PCS customers in our service area can use Sprint
PCS services throughout our markets and seamlessly throughout the Sprint PCS
nationwide network. Dual-band/dual-mode handsets allow analog roaming on
wireless networks where CDMA coverage is not available.

Caller ID, voicemail, message waiting indicator, short messaging,
paging. Caller ID enables users to choose which calls to accept and which to
send to voicemail, a feature that boosts customer willingness to leave the
phone on for incoming calls. Digital voicemail is available at a very cost
effective rate and allows for fewer missed calls. Digital handset displays with
message waiting indicators eliminate the need to "dial-in" to check voicemail
and permit the delivery of short messages similar to e-mail or alpha-numeric
paging.

Advanced handsets. Our dual-band/dual-mode PCS handsets allow customers to
make and receive calls on both PCS and cellular frequency bands using both
digital and analog technology. These advanced handsets allow seamless roaming
on cellular networks where compatible PCS service is not offered, and they can
be equipped for a variety of enhanced features and applications.

Extended battery life. Our digital handsets are capable of operating in
sleep mode while powered on but not in use, thus improving efficiency and
extending battery life by an estimated five to six times of that of analog
handsets. We expect that this feature will increase usage, especially for
incoming calls, as the phone can be left on for longer periods.

Improved voice quality. Our technology offers significantly improved voice
quality, more powerful error correction, less susceptibility to call fading and
enhanced interference rejection, all of which result in fewer dropped calls.

Voice privacy. We use technology that provides secure voice transmissions
encoded into a digital format for greater privacy and fraud protection as a
result of the increased difficulty in decoding a call.

We believe that new features and services will be developed on the Sprint
PCS nationwide network to take advantage of CDMA technology. As a leading
wireless provider, Sprint PCS conducts ongoing research and development to
produce innovative services that give Sprint PCS a competitive advantage. We
offer a portfolio of products and services developed by Sprint PCS to
accommodate the growth in, and the unique requirements of, high speed data
traffic. We plan to provide, when available, a number of applications for
wireless data services including facsimile, internet access and point-of-sale
terminal connections.

Marketing Strategy

We use a two-tiered marketing approach that leverages Sprint PCS's
nationwide presence, brand name and proven strategies which have enabled Sprint
PCS to become a leading provider of PCS service in the United States and
simultaneously capitalizes on our regional focus, our history of providing
communications services and our ability to respond quickly and creatively to
changing customer needs.

Use of Sprint PCS's brand name and marketing. We capitalize on the marketing
opportunities derived from our Sprint PCS relationship, including exclusive use
of the Sprint(R) and Sprint PCS(R) logos in our service area, nationwide
coverage, favorable vendor contracts, long-term traveling arrangements with
prescribed pricing (including exclusive carrier status for Sprint PCS
affiliated traveling traffic), access to Sprint PCS's technological
developments, use of Sprint PCS's national marketing plan and an expansive home
calling area.

Pricing. Our use of the Sprint PCS pricing strategy offers customers in our
service area simplified, customer-friendly service plans with preferred options
and features. Under our agreements with Sprint PCS, we offer Sprint PCS's
consumer pricing plans, including the "Free and Clear" price plans. Sprint
PCS's consumer pricing plans typically offer service features such as
voicemail, enhanced caller ID, call waiting, three-way calling and low per-
minute rates. Lower per-minute rates relative to analog cellular services are
possible because the CDMA technology that we and Sprint

PCS use has greater capacity, which enables us to market high-use customer
plans at significantly lower prices.

Sprint PCS's "Free and Clear" price plans offer a suite of simple and
affordable rate plans for every consumer and business customer. These plans
include large numbers of base minutes which can be used anywhere in the United
States that is part of Sprint PCS's 100% digital network and in areas covered
under Sprint PCS's numerous traveling agreements with other Sprint PCS
affiliates. These plans also include free long distance calling from anywhere
on Sprint PCS's nationwide network. All of Sprint PCS's current national plans:

. include minutes in any Sprint PCS market (with no traveling charges);

. are feature-rich and generally require no annual contracts and contain no
hidden charges;

. offer a wide selection of phones to meet the needs of consumers and
businesses; and

. provide the first incoming minute free.

Advertising. Our ability to benefit from the Sprint PCS name and reputation
allows us to achieve customer growth more efficiently than competitors with low
brand awareness. Sprint PCS has launched a national advertising campaign to
promote its products, and we benefit from this national advertising in our
service area at no additional cost to us. Sprint PCS also runs numerous
promotional campaigns which provide customers with benefits such as additional
features at the same rate or free ancillary services. We are able to purchase
promotional materials related to these programs from Sprint PCS at their cost.

In addition, Sprint PCS is a sponsor of numerous selective, broad-based
national, regional and local events. These sponsorships provide Sprint PCS with
brand name and product recognition in high profile events, provide a forum for
sales and promotional activities and enhance our promotional efforts in our
service area.

Prepaid Subscribers. US Unwired is a leading proponent of prepaid products
in the wireless industry. Industry experts believe that 70% of all new wireless
activations will be prepay by 2002. We have developed a proprietary real time
debit system that permits us to track minutes of use, replenish minutes and
extinguish minutes not used within 30 days.

Our prepaid services include a pre-packaged wireless handset, marketed under
the brand name Chatpak(TM), that is pre-activated and includes a pre-set number
of minutes. US Unwired has been able to capture substantial market share by
simplifying the phone activation process and allowing the subscriber to control
pre-set spending limits. A key component of any prepaid product is the
carrier's ability to encourage the subscriber to purchase minutes. We have
implemented three key strategies designed to promote high levels of prepaid
usage: handset pricing, airtime replenishment and dedicated customer care.

We believe that the handsets should be priced at a level that encourages the
subscriber to regard the handset as a reusable asset and not an impulse
purchase. We do not subsidize the phone sales to prepay subscribers to the same
extent as we do for sales to post-pay subscribers. We price prepaid minutes at
effectively the same rates as our post-pay plans.

The subscriber may recharge the handset at hundreds of US Unwired's
convenient locations, including our stores, indirect retailers and vending
machines located in high traffic areas. Other options include inbound telesales
with credit card purchases of airtime through our customer care department or
our computerized interactive voice response unit. The dedicated customer care
team contacts each prepaid subscriber within 30 days following the purchase of
the handset to welcome the subscriber and to validate the subscriber's
knowledge of the handset and how to replenish airtime.

Finally, we have focused our efforts toward subscriber retention. We receive
weekly and monthly reports of prepay usage which allow us to turn our attention
to those subscribers who show less than normal usage patterns.

Regional focus and customer care. Our regional focus enables us to
supplement Sprint PCS's marketing strategies with our own strategies tailored
to each of our specific markets. This includes attracting local businesses to
enhance our distribution and drawing on our management team's local experience.
Our large local sales force executes our marketing strategy through our retail
stores and kiosks. Our outside sales force targets business sales.
Additionally, we are staffing our retail outlets with full-time customer care
representatives to interface directly with the customers concerning billing and
service issues.

We direct our media and promotional efforts at the community level by
advertising Sprint PCS's products and services through television, radio, print
advertisements, outdoor advertising, billing inserts and promotional displays
in our retail stores. We market our products and services under the name US
Unwired co-branded with the Sprint(R) and Sprint PCS(R) logos. Also, we sponsor
local and regional events. In addition, Sprint PCS's existing agreements with
national retailers provide us with access to over 250 national retail locations
in our service area.

In the area of pricing, we offer the business user substantial economic
savings on such features as:

. home regional roaming rates;

. free long distance throughout the contiguous United States;

. voicemail; and

. reduced rates for incoming calls.

In addition, we offer shared minute pools, which are available for businesses
and families who have multiple wireless users who want to share the base plan
of minutes.

We are committed to building strong customer relationships by providing
customer care that exceeds expectations. Our customer care representatives are
accessible from any of our handsets at no charge. Our web-based services
include online account specific information that allows customers to check
billing or otherwise manage their accounts.

Bundling and affinity marketing. We bundle our wireless communications
services with our other communications services, including discounted long
distance services, internet access and CLEC services.

Sales and Distribution

We target a broad range of consumer and business markets through a multiple
channel sales and distribution plan. Our plan uses traditional cellular
channels, such as our own retail stores, mass merchandisers and other national
retail outlets, independent agents and an outside sales force, as well as
lower-cost channels such as direct marketing and a corporate website.

Retail stores. We currently have 14 retail stores and six kiosks in
operation and plan to open between 30 and 40 additional retail stores. Our
retail stores are located in the principal retail districts in each market.
Kiosks, which are located in Walmart stores, maximize our retail presence in
some of our markets and take advantage of high traffic areas. We make extensive
use of our stores and kiosks for the distribution and sale of our handsets and
services. Sales representatives in these stores and kiosks receive in-depth
training which allows them to explain PCS service in an informed manner. We
believe that these representatives will foster effective and enduring customer
relationships.

Independent agents. We have a network of over 270 independent agents which
create additional opportunities for local distribution. Most of these
businesses are family-owned consumer electronics dealers and wireless
telecommunication retailers.

Mass merchandisers and outlets. We complement our retail store and
independent agent strategies with mass market retail outlets. We are
negotiating distribution agreements based on Sprint PCS's arrangements with
national and regional mass merchandisers and consumer electronic retailers,
including Radio Shack, Office Depot, Circuit City, Dillard's, Sam's Wholesale
Club, Office Max and Best Buy. There are over 250 national retail outlet
locations where our customers can purchase our services. These distributors are
chosen based upon their ability to target customers in our service area. We
support their dedication of valuable floor space to wireless communications
products through a local team of retail merchandisers, attention-grabbing point
of sale materials and consumer appeal.

Outside sales force. We participate in Sprint PCS's national accounts
program, which targets Fortune 1000 companies. Under this program, when a
Sprint PCS representative reaches an agreement with the corporate headquarters
of a Fortune 1000 company, we service the offices of that corporation that are
located within our service area. We generate additional subscribers through
Sprint PCS's Business to Business Accounts Teams, which call on businesses of
all sizes below the Fortune 1000 tier. In addition, our own outside corporate
sales force targets businesses that are not covered by Sprint PCS's national
accounts program or its Business to Business Account Teams.

Inbound telemarketing. Sprint PCS provides inbound telemarketing sales when
customers call from our service area. As the exclusive provider of Sprint PCS
products and services in our market, we expect to use the national Sprint PCS
(800) 480-4PCS number campaigns that generate call-in leads. These leads are
then handled by a US Unwired retail outlet.

Electronic commerce. Sprint PCS launched an internet site in December 1998
which contains information on Sprint PCS products and services. A visitor to
Sprint PCS's internet site who is interested in purchasing a handset for postal
zip codes in our service area is referred to our toll free

customer care telephone number for assistance. Customers in our service area
who will purchase products and services over the Sprint PCS internet site
become customers of our PCS network.

Direct marketing and website. In addition to Sprint PCS's efforts, we use
direct marketing efforts through direct mail and our own website. We are
developing these less expensive and more innovative sales channels to
complement the retail presence within our service area as the buildout
continues. Our website, www.usunwired.com, provides current information about
us, our markets and our product offerings and includes an online store. Our
web-based services include online account specific information that allows
customers to check billing or otherwise manage their accounts.

CDMA Technology

Sprint PCS's nationwide network and its affiliates' networks all use
digital CDMA technology. CDMA technology is fundamental to accomplishing our
business objective of providing high volume, high quality airtime at a lower
cost. We believe that CDMA provides important system performance benefits.

Voice quality. CDMA systems offer more powerful error correction, less
susceptibility to fading and reduced interference than analog systems. Using
enhanced voice coding techniques, CDMA systems achieve voice quality that is
comparable to the typical wireline telephone. This CDMA voice coding
technology also employs adaptive equalization which filters out distracting
background noise more effectively than existing wireline, analog cellular or
other digital PCS phones.

Greater capacity. CDMA technology allows a greater number of calls within
one allocated frequency and reuses the entire frequency spectrum in each cell.
CDMA systems are expected to provide capacity gains of up to seven to ten
times over the current analog system and up to three times greater than TDMA
and GSM systems. We believe that by the end of 1999 a new voice coding
technology will be available for CDMA networks and is expected to increase the
capacity of the system by approximately 40%. This new voice coding standard is
referred to as Enhanced Variable Rate Coding, or EVRC, and will allow the
network to support additional capacity while maintaining the high level of
voice quality associated with digital networks. We will utilize the EVRC
technology throughout our PCS network to increase capacity. Additional
capacity improvements are expected for CDMA networks over the next two years
as new third generation standards are approved and implemented that will allow
for high-speed data and an even greater increase in the voice traffic
capacity.

CDMA technology is designed to provide flexible, or soft, capacity that
permits a system operator temporarily to increase the number of telephone
calls that can be handled within a cell. When capacity limitations in analog,
TDMA and GSM systems are reached, additional callers in a given cell must be
given a busy signal. Using CDMA technology, the system operator can allow a
small degradation in voice quality to provide temporary increases in capacity.
This reduces blocked calls and increases the probability of a successful cell-
to-cell hand-off.

Soft hand-off. CDMA systems transfer calls throughout the network using a
technique referred to as a soft hand-off, which connects a mobile customer's
call with a new cell site while maintaining a connection with the cell site
currently in use. CDMA networks monitor the quality of the

transmission received by both cell sites simultaneously to select a better
transmission path and to ensure that the network does not disconnect the call
in one cell until it is clearly established in a new one. As a result, fewer
calls are dropped compared to analog, TDMA and GSM networks, all of which use a
"hard hand-off" and disconnect the call from the current cell site as it
connects with a new one.

Integrated services. CDMA systems permit us to offer advanced features,
including voice mail, caller ID, enhanced call waiting, three-way conferencing,
call forwarding, paging and text-messaging.

Privacy and security. One of the benefits of CDMA technology is that it
combines a constantly changing coding scheme with a low power signal to enhance
security and privacy. Vendors are currently developing additional encryption
capabilities which will further enhance overall network security.

Simplified frequency planning. Frequency planning is the process used to
analyze and test alternative patterns of frequency use within a wireless
network to minimize interference and maximize capacity. Currently, cellular
service providers spend considerable money and time on frequency planning.
Because TDMA and GSM based systems have frequency reuse constraints similar to
present analog systems, frequency reuse planning for TDMA and GSM based systems
is expected to be comparable to planning for the current analog systems. With
CDMA technology, however, the same subset of allocated frequencies can be
reused in every cell, substantially reducing the need for costly frequency
reuse patterning and constant frequency plan management.

Longer battery life. Due to their greater efficiency in power consumption,
CDMA handsets can provide up to two days of standby time and four hours of talk
time availability. This generally exceeds the battery life of handsets using
alternative digital or analog technologies.

Competition

We will compete in our service area with the incumbent cellular providers
and new PCS providers. The cellular providers in our service area serve
different geographic segments of our service area, but no one cellular carrier
provides complete coverage throughout our service area. Some of these cellular
providers offer a digital product also, but typically covering only a small
segment of our service area. Of our PCS competitors, only PrimeCo, TeleCorp
PCS, Inc., Tritel PCS, Inc. and Alltel Corp. will provide service comparable to
ours in our service area. PrimeCo, like we do, uses CDMA technology. PrimeCo is
licensed to offer PCS services in all of our Louisiana and Texas markets but
has not indicated any intention to buildout a network in these markets.
TeleCorp is expected to be a competitive PCS provider in our Monroe, Louisiana
market and in our Arkansas markets. Tritel will compete with us in our
Mississippi and Alabama markets. TeleCorp and Tritel both employ TDMA
technology and are members of the AT&T wireless network. Alltel is a current
PCS provider in several of our markets. Our ability to compete effectively with
these other providers will depend on a number of factors, including the
continued success of CDMA technology in providing better call quality and
clarity as compared to analog and digital cellular systems, our competitive
pricing with various options suiting individual subscriber's calling needs and
the continued expansion and improvement of the Sprint PCS nationwide network,
customer care system and handset options.

We will compete also with paging, ESMR and dispatch companies in our
markets. Potential users of PCS systems may find their communications needs
satisfied by other current and developing technologies. One or two-way paging
or beeper services that feature voice messaging and data display as well as
tone-only service may be adequate for potential subscribers who do not need to
speak to the caller.

In the future, we expect to face increased competition from entities
providing similar services using other communications technologies, including
satellite-based telecommunications and wireless cable systems. Although some of
these technologies and services are currently operational, others are being
developed or may be developed in the future.

We do not currently face competition from resellers on our facilities. A
reseller buys blocks of wireless telephone numbers and capacity from a licensed
carrier and resells service through its own distribution network to the public
but does not hold FCC licenses or own facilities. Thus, a reseller is both a
customer of a wireless licensee's services and also a competitor of that and
other licensees. We expect to continue to be subject to the FCC rule that
requires most cellular and PCS licensees to permit resale of carrier service.

Over the past several years the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
PCS services. Based upon increased competition, we anticipate that market
prices for two-way wireless services generally will decline in the future. We
will compete to attract and retain subscribers principally on the basis of
services and features, the size and location of our service areas, network
coverage and reliability, customer care and pricing. Our ability to compete
successfully will also depend, in part, on our ability to anticipate and
respond to various competitive factors affecting the industry, including new
services that may be introduced, changes in consumer preferences, demographic
trends, economic conditions and discount pricing strategies by competitors.

Government Regulation

The FCC and, depending on the jurisdiction, state and local regulatory
agencies, regulate the licensing, construction, operation, acquisition and sale
of PCS and cellular systems in the United States. To the extent that we conduct
operations as a competitive local exchange carrier, we are subject to further
regulation by the FCC and state authorities.

Licensing of PCS systems. A broadband PCS system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband PCS service. Narrowband PCS
is for non-voice applications such as paging and data service and is separately
licensed. The FCC has segmented the United States into PCS markets as follows:
51 large regions called major trading areas, or MTA's, which in turn are
composed of 493 smaller regions called basic trading areas, or BTA's. Two
licenses are awarded for each MTA and four for each BTA, so that generally six
licensees will be authorized to compete in each area. The two MTA licenses
authorize the use of 30 MHz of spectrum. One of the BTA licenses is for 30 MHz
of spectrum, and the other three are each for 10 MHz of spectrum. The FCC
permits licensees to split their licenses and assign a portion, on either a
geographic or frequency basis or both, to a third party.

The FCC awards all PCS licenses by auction. Due to defaults in payment of
the bid price, many FCC licenses have been re-auctioned.

We hold certain F-Block PCS licenses, which we obtained from the FCC through
a competitive bidding process in which we were required to qualify as a
"designated entity." Our "designated entity" status may impose some limitations
on our ability to accept additional equity investments in the future.

All PCS licenses have a 10-year term and must thereafter be renewed. The FCC
will award a renewal expectancy to a PCS licensee that has provided substantial
service during its past license term and substantially complied with applicable
FCC rules and policies and the Communications Act of 1934. All PCS licensees
must satisfy coverage requirements. Licensees that fail to meet the coverage
requirements may be subject to a loss of service area that is not covered or
forfeiture of the license.

For a period of up to five years after the grant of a PCS license (subject
to extension), a PCS license will be required to share spectrum with existing
licensees that operate fixed microwave systems within its license area. To
secure a sufficient amount of unencumbered spectrum to operate our PCS systems
efficiently and with adequate population coverage, we are required to relocate
many of these incumbent licensees. In an effort to balance the competing
interests of existing microwave users and newly authorized PCS licensees, the
FCC has adopted (1) a transition plan to relocate such microwave operators to
other spectrum blocks and (2) a cost sharing plan so that if the relocation of
an incumbent benefits more than one PCS licensee, the benefitting PCS licensees
will share the cost of the relocation. Initially, this transition plan allowed
most microwave users to operate in the PCS spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period. For
public safety entities dedicating a majority of their system communications for
police, fire or emergency medical services operations, the voluntary
negotiation period is three years, with an additional two-year mandatory
negotiation period. The FCC has recently shortened the voluntary negotiation
period by one year (without lengthening the mandatory negotiation period) for
non-public safety PCS licensees in the C, D, E and F Blocks. Parties unable to
reach agreement within these time periods may refer the matter to the FCC for
resolution, but the incumbent microwave user is permitted to continue its
operations until final FCC resolution of the matter. The transition and cost
sharing plans expire on April 4, 2005, at which time remaining incumbents in
the PCS spectrum will be responsible for their costs to relocate to alternate
spectrum locations.

PCS systems are subject to certain FAA regulations governing the location,
lighting and construction of transmitter towers and antennae and may be subject
to regulation under the National Environmental Policy Act and the environmental
regulations of the FCC. State or local zoning and land use regulations also
apply to our activities.

The Communications Act of 1934 preempts state and local regulation of the
entry of, or the rates charged by, any provider of commercial mobile radio
service which includes PCS and cellular service, or any private mobile radio
service, and the FCC does not regulate such rates.

Licensing of cellular telephone systems. FCC regulations specify that two
cellular radio licenses are available for any given area within each of the
FCC-designated markets in the

United States. Frequency B Block licenses were initially awarded to incumbent
landline local exchange carriers, and frequency A Block licenses were initially
awarded to non-incumbents. Apart from the different frequency blocks, there is
no technical difference between A Block and B Block cellular systems, and the
operational requirements imposed on each system are the same. The regulatory
distinction between the two types of systems concerns only an applicant's
eligibility to apply for an initial authorization.

The FCC awards all cellular licenses by auction. Auctions are to be held in
the future for several markets in which the initial selected applicant has been
disqualified. Cellular licenses are issued generally for a 10-year term
beginning on the date of the grant of the initial operating authority and are
renewable upon application to the FCC for periods of up to 10 years. The FCC
may revoke a license prior to the end of its term in extraordinary
circumstances, such as serious violations of FCC rules.

Near the conclusion of the license term, licensees must file applications
for renewal of licenses to obtain authority to operate for up to an additional
10-year term. Applications for license renewal may be denied if the FCC
determines that the grant of an application would not serve the public
interest. In addition, at license renewal time, other parties may file
competing applications for the authorization. In the event that qualified
competitors file applications for a licensee's market, the FCC may be required
to hold a hearing to determine whether the incumbent or the competitor will
receive the license. In 1993, the FCC adopted specific standards for cellular
renewals, concluding that it will award a renewal expectancy to a cellular
licensee that meets specified standards of past performance. If the existing
licensee receives a renewal expectancy, it is very likely that the existing
licensee's cellular license will be renewed without a full comparative hearing.
As with the PCS licenses, the FCC will award a renewal expectancy to a cellular
licensee that has provided substantial service during its past license term and
has substantially complied with applicable FCC rules and policies and the
Communications Act of 1934.

Cellular radio service providers also must satisfy a variety of FCC
requirements relating to technical and reporting matters, including the
coordination of proposed frequency usage with adjacent cellular users,
permittees and licensees to avoid interference between adjacent systems. In
addition, the height and power of base station transmitting facilities and the
type of signals that they emit must fall within specified parameters.

Additionally, the FCC regulates cellular service resale practices and the
terms under which ancillary services may be provided through cellular
facilities. As with the PCS systems, cellular systems are subject to FAA
regulations respecting the location, lighting and construction of cellular
transmitter towers and antennae and may be subject to regulation under the
National Environmental Policy Act and the environmental regulations of the FCC.
State or local zoning and land use regulations may also apply. We use landline
facilities to connect cell sites and to link them to the main switching office.
These landlines are separately licensed by the FCC and are subject to
regulation as to technical parameters and service.

Other regulatory requirements. The FCC imposes a variety of additional
regulatory requirements on all commercial mobile radio service, or CMRS,
operators, which include both PCS and cellular systems as well as certain SMR
systems. These requirements are subject to change

through administrative and judicial proceedings, as well as new legislation,
and several of those described below are currently under reconsideration by
the FCC. Some of the more significant regulatory requirements include the
following:

. Resale. Most CMRS operators, including ourselves, may not restrict the
resale of their services so that resellers may use the facilities of the
CMRS operator to introduce a competitive service.

. Roaming. CMRS carriers must provide service to all qualified roamers,
subscribers of a compatible CMRS service in another geographic region.

. Number portability. CMRS carriers will be required to allow their
customers to take their phone numbers with them if they change to a
competitive service and must be able to deliver calls to ported numbers.

. Enhanced 911. CMRS carriers must be able to transmit 911 calls from any
qualified handset without credit check or validation, will be required to
provide 911 service from individuals with speech or hearing disabilities,
and are required to provide the location of the 911 caller, within an
increasingly narrow geographic tolerance over time.

. Wiretaps. CMRS carriers must provide law enforcement personnel with a
sufficient number of ports and technical assistance in connection with
the wiretaps on the CMRS network.

. Calling party pays. The FCC is considering mechanisms to permit CMRS
operators to charge the party initiating the call (even if not the CMRS
subscriber).

. Customer information. The FCC imposes restrictions, some of which were
recently struck down by a federal appeals court, on a CMRS carrier's use
of "Customer Proprietary Network Information," derived from a customer's
billing records and useful in connection with marketing additional
services.

. Interconnection. All telecommunications carriers, including CMRS
carriers, must interconnect directly or indirectly with other
telecommunications carriers. Both state and federal regulators have
jurisdiction over certain aspects of this interconnection, including
price and quality, although questions of jurisdiction and the content of
the regulations are still being litigated. In general, implementation of
interconnection since the enactment of the Telecommunications Act of 1996
has improved the price and terms on which CMRS carriers can obtain
interconnection from the local telephone companies.

. Universal service and other fees. The FCC imposes universal service
support fees on telecommunications carriers, including CMRS carriers,
which have been significant in magnitude. Other, lesser fees are imposed
by the FCC to support telecommunications relay service, number
portability, the cost of FCC regulation and other matters.

. Spectrum cap. Under the FCC's current rules specifying spectrum
aggregation limits affecting broadband PCS licenses, no entity may hold
attributable interests (generally defined as, (a) 20% or more of the
equity, (b) 40% or more of the equity, if held by a small business, rural
telephone company, or investment company, (c) a general partnership
interest, or (d) an officer or director position) in licenses for more
than 45 MHz of PCS, cellular and some specialized mobile radio, called
SMR, services in Metropolitan Statistical Areas and 55 MHz

in Rural Service Areas where there is significant overlap in any
geographic area. Significant overlap will occur when at least ten percent
of the population of the PCS licensed service area is within the cellular
and/or SMR service area(s). We believe that we are in compliance with
these spectrum aggregation limits.

Transfers and assignments of PCS and cellular licenses. The Communications
Act of 1934 and FCC rules require the FCC's prior approval of the assignment
or transfer of control of a license for a PCS or cellular system. In addition,
the FCC has established transfer disclosure requirements that require
licensees who transfer control of or assign a PCS license with the first three
years of their license term to file associated contracts for sale, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling interests in an entity that holds
an FCC license generally may be bought or sold without FCC approval. Any
acquisition or sale by us of PCS or cellular interests may also require the
prior approval of the Federal Trade Commission and the Department of Justice,
if over a specified size, as well as state or local regulatory authorities
having competent jurisdiction.

Foreign ownership. The Communications Act of 1934 prohibits more than 20%
of any licensee's equity being owned of record or voted by non-United States
citizens or their representatives, a foreign government or its representative,
or any corporation organized under the laws of a foreign country. In addition,
the FCC may decline to allow a licensee to be indirectly controlled by another
entity more than 25% of the equity of which is owned of record or voted by
foreign interests, although the FCC presumes that up to 100% ownership by
citizens of countries that have entered into the World Trade Organization's
basic accord on telecommunications will be in the public interest. If foreign
ownership exceeds the permitted level, the FCC may revoke PCS licenses or
require an ownership restructuring. We believe that we comply with these
limitations.

Intellectual Property

The Sprint(R) and Sprint PCS(R) brand names and logos are service marks
owned by Sprint and registered with the United States Patent and Trademark
Office. Pursuant to license agreements with Sprint, we use, on a royalty free
basis and solely within our service area, the Sprint design logo and "diamond"
symbol and other service marks of Sprint, such as the phrases "The Clear
Alternative to Cellular" and "Clear Across the Nation," in connection with
marketing, offering and providing licensed services to subscribers. Our
license agreements with Sprint grant us the right and license to use some of
their licensed marks on permitted mobile phones. The license agreements
contain numerous restrictions with respect to the use and modification of
their licensed marks. We have the exclusive right to market Sprint PCS
products and services in our service area subject to Sprint PCS national
marketing programs.

Employees

As of September 30, 1999, we employed approximately 580 people. Our
employees are currently not represented by a union. A recent employee survey
conducted by an independent third party reported a high level of job
satisfaction for over 90% of the employees surveyed.

Properties

We lease space for our switches in Lake Charles and Shreveport, Louisiana,
and for our corporate operations, network operators and customer care and data
center in Lake Charles, Louisiana. We presently own two store sites, and we
lease seven store sites in Louisiana and five in Texas. We own 96 cell sites in
Louisiana, and we lease an additional 39 cellular, PCS, paging and microwave
sites in Louisiana. In Texas and parts of Arkansas, we own 69 sites and lease
48.

We are currently negotiating the purchase of an 11-story, 115,300 square
foot office building in downtown Lake Charles to serve as our corporate
headquarters. Although negotiations have not been finalized, we anticipate
purchasing the facility for approximately $2.7 million. Even though we are in
the initial stages of evaluating the project, we expect that additional
expenditures at least equal to the purchase price will be incurred over several
years to upgrade and renovate the facility.

Legal Proceedings

We are from time to time involved in litigation that we believe ordinarily
accompanies the communications business. We do not believe that any of our
pending or threatened litigation will result in an outcome that would
materially impair our business.

SPRINT PCS AGREEMENTS

Summary Overview of Sprint PCS Relationship and Agreements

We will have three management agreements with Sprint PCS. The first
management agreement, as amended, was entered into as of June 8, 1998, and
provides for LA Unwired to be the manager of the Sprint PCS business in the
service areas listed below. We own the PCS licenses for the Alexandria, Lake
Charles, Monroe and Shreveport, Louisiana and Longview-Marshall, Paris and
Texarkana, Texas service areas.

El Dorado-Magnolia-Camden, Arkansas Shreveport, Louisiana
Pine Bluff, Arkansas Longview-Marshall, Texas
Alexandria, Louisiana Paris, Texas
Houma-Thibodaux, Louisiana Texarkana, Texas
Lake Charles, Louisiana Tyler, Texas
Monroe, Louisiana

The second Sprint management agreement, as amended, was entered into as of
February 8, 1999, and gives LA Unwired the right to manage Sprint PCS services
in the following service areas:

Anniston, Alabama Pensacola, Florida
Birmingham, Alabama (Chilton, Tallahassee, Florida (Jackson county
Cullman, Talladega, Coosa and only)
Tallapoosa counties only) Columbus, Mississippi
Decatur, Alabama Greenville, Mississippi
Florence, Alabama Hattiesburg, Mississippi
Gadsen, Alabama Jackson, Mississippi
Huntsville, Alabama Laurel, Mississippi
Mobile, Alabama McComb, Mississippi
Montgomery, Alabama Memphis, Mississippi (Grenada,
Selma, Alabama Montgomery, Tallahatchie and
Tuscaloosa, Alabama Yalobusha counties only)
Hot Springs, Arkansas Meridian, Mississippi
Little Rock, Arkansas (Clark, Natchez, Mississippi
Dallas, Grant and Nevada counties Tupelo, Mississippi
only) Vicksburg, Mississippi
Fort Walton Beach, Florida Nashville, Tennessee (Maury and Giles
Panama City, Florida counties only)

As part of the Meretel transaction described in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," an additional Sprint agreement will be entered into prior to the
end of 1999 that will give Texas Unwired, a Louisiana general partnership, the
right to manage Sprint PCS services in these additional service areas:

Beaumont-Port Arthur, Texas
Lufkin-Nacogdoches, Texas

Our rights with respect to the areas under the 1998 Sprint agreement and all
of the areas under the 1999 Sprint agreements are subject to our obtaining
sufficient financing for the design, construction and management of the
additional service areas covered by these agreements. We currently have in
place financing for the primary service areas covered by the 1998 Sprint
agreement. The following service areas are currently operational: Alexandria,
Lake Charles, Monroe and Shreveport, Louisiana, and Beaumont-Port Arthur,
Longview-Marshall and Tyler, Texas.

The Sprint management agreements authorize us to be the manager of the
Sprint PCS network in the areas covered by the applicable Sprint management
agreement. Sprint PCS owns the PCS licenses for all of the service areas
covered by the Sprint management agreements (other than the Alexandria, Lake
Charles, Monroe and Shreveport, Louisiana and Longview-Marshall, Paris and
Texarkana, Texas service area licenses which we already own) and the right to
use the licenses is afforded to us pursuant to the management agreements.

We are required pursuant to the Sprint management agreements to (1)
construct and manage the service area networks in compliance with the licenses
and the terms of the Sprint management agreements, (2) distribute Sprint PCS
products and services and establish distribution areas in the service areas,
(3) conduct advertising and promotion activities in the service areas
(including mutual decisions to suspend advertising for reasonable periods of
time) and (4) manage the portion of the customer base of Sprint PCS that has an
area code and prefix assigned to the service area network.

Sprint PCS has the unlimited right to access the service area network for
Sprint PCS constructed by us under the agreements. Sprint PCS pays a management
fee to us to use the service area network for sales and marketing costs and for
management of those service areas where we do not use our licenses. In areas
where we use our own licenses, we pay Sprint a fee to be a Sprint PCS
affiliate.

Each Sprint management agreement contains program requirements established
by Sprint PCS that must be adhered to by us. These requirements are intended to
establish uniform and consistent program requirements to be used throughout the
nationwide Sprint PCS network. The program requirements include provisions
regarding the management of the service area network, our participation in
Sprint PCS distribution programs on a national and regional basis, cost sharing
and auditing in connection with distribution programs, handset logistics and
distribution, retail store guidelines, participation in Sprint PCS national
account programs, establishment of integrated networks with Sprint PCS in each
area serviced by us, roaming and inter-service area programs, adherence to
Sprint technical program requirements, customer service requirements regarding
matters related to customer care, invoice presentation, billing cycles,
management of fraud and receivables and disaster contingencies. We are required
to adhere to these various Sprint program requirements as such requirements may
be changed by Sprint PCS from time to time.

In addition to the Sprint PCS management agreements, we have entered into
trademark and service mark license agreements with Sprint Communications
Company, L.P. and trademark and service mark license agreements with Sprint
Spectrum L.P. We plan to enter into a Services Agreement pursuant to which
Sprint will provide us on a contract basis with selected back office functions
such as billing and customer care for a limited number of our markets.

The material terms of our relationship and agreements with Sprint PCS are as
follows.

The Management Agreements

Under our management agreements with Sprint PCS, we have agreed to:

. construct and manage a network in our service area in compliance with our
and Sprint PCS's PCS licenses and the terms of the management agreement;

. distribute Sprint PCS products and services;

. use Sprint PCS's and our own distribution channels in our service area;

. conduct advertising and promotion activities in our service area; and

. manage that portion of Sprint PCS's customer base assigned to our service
area.

Sprint PCS will supervise our PCS network operations and has the right to
unconditional access to our PCS network.

Exclusivity. We have the exclusive right to manage or operate a PCS network
for Sprint PCS in our service area. Sprint PCS is prohibited from owning,
operating, building or managing another wireless mobility communications
network in our service area while our management agreements are in place.
Sprint PCS may make national sales to companies in our service area and, as
required by the FCC, may resell Sprint PCS products and services in our service
area. If Sprint PCS decides to expand the geographic size of our buildout,
Sprint PCS must provide us written notice of the proposed expansion. We have 90
days to determine whether we will buildout the proposed area. If we do not
exercise this right, Sprint PCS can buildout the proposed area or permit
another third party to do so.

Network buildout. The management agreements specify the terms of the Sprint
PCS affiliation, including the required network buildout plan. We have agreed
to cover a specified percentage of the population at coverage levels ranging
from 65% to 75% within each of the 38 markets which make up our service area by
specified dates ending on June 2001.

Products and services. The management agreements identify the products and
services that we can offer in our service area. These services include, but are
not limited to, Sprint PCS consumer and business products and services
available as of the date of the agreement, or as modified by Sprint PCS. We are
allowed to sell wireless products and services that are not Sprint PCS products
and services if those additional products and services do not cause
distribution channel conflicts or, in Sprint PCS's sole determination, consumer
confusion with Sprint PCS's products and services. We may cross-sell services
such as internet access, handsets, and prepaid phone cards with Sprint, Sprint
PCS and other Sprint PCS affiliates. If we decide to use third parties to
provide these services, we must give Sprint PCS an opportunity to provide the
services on the same terms and conditions. We cannot offer wireless local loop
services specifically designed for the competitive local exchange market in
areas where Sprint owns the local exchange carrier unless we name the Sprint-
owned local exchange carrier as the exclusive distributor or Sprint PCS
approves the terms and conditions.

We participate in the Sprint PCS sales programs for national sales to
customers and pay the expenses and receive the compensation from national
accounts located in our service area. We have

entered into a long distance agreement with our affiliate, Cameron
Communications Corporation, which provides preferred rates for long distance
services; however, we also have the option to purchase long distance services
from Sprint PCS at favorable wholesale rates.

Service pricing, traveling and fees. We must offer Sprint PCS subscriber
pricing plans designated for regional or national offerings, including Sprint
PCS's "Free and Clear" plans. We are permitted to establish our own local price
plans for Sprint PCS's products and services only offered in our service area,
subject to Sprint PCS's approval. Our management agreements with Sprint PCS
require total collected revenue sharing of 8% to Sprint PCS and 92% to US
Unwired, except for amounts collected with respect to taxes. US Unwired retains
100% of revenues from non-US Unwired Sprint PCS customers traveling in our
service area, sales of handsets and accessories and proceeds from sales not in
the ordinary course of business. Although many Sprint PCS subscribers will
purchase a bundled pricing plan that allows traveling anywhere on the Sprint
PCS and affiliates' network without incremental traveling charges, we earn
roaming revenues from every minute that a "foreign" subscriber's call is
carried on our PCS network. We earn revenues from Sprint PCS based on an
established per minute rate for Sprint PCS's or its affiliates' subscribers
traveling in our service area. Similarly, we pay for every minute that our own
subscribers use the Sprint PCS nationwide network outside our service area. The
analog roaming rate onto a non-Sprint PCS provider's network is set under
Sprint PCS's third party roaming agreements.

Advertising and promotions. Sprint PCS is responsible for all national
advertising and promotion of Sprint PCS products and services. We are
responsible for advertising and promotion in our service area. Sprint PCS's
service area includes the urban markets around our service area. Sprint PCS
will pay for advertising in these markets. Given the proximity of those markets
to ours, we expect considerable overlap from Sprint PCS's advertising in
surrounding urban markets.

Program requirements. We will comply with Sprint PCS's program requirements
for technical standards, customer service standards, national and regional
distribution, national accounts programs and traveling and inter-service area
services. Sprint PCS can adjust the program requirements from time to time. We
have the right to appeal to Sprint PCS's management adjustments which could
cause an unreasonable increase in cost to us if the adjustment: (1) causes us
to incur a cost exceeding 5% of the sum of our equity plus our outstanding long
term debt, or (2) causes our operating expenses to increase by more than 10% on
a net present value basis. If Sprint PCS denies our appeal and we do not comply
with the program adjustment, Sprint PCS has the termination rights described
below.

Non-competition. We may not offer Sprint PCS products and services outside
our service area without the prior written approval of Sprint PCS. Within our
service area we may offer, market or promote telecommunications products and
services only under the Sprint PCS brands, our own brand, brands of related
parties of ours or other products and services approved under the management
agreements, except that no brand of a significant competitor of Sprint PCS or
its related parties may be used for those products and services. To the extent
we have or obtain licenses to provide PCS services outside our service area, we
may not use the spectrum to offer Sprint PCS products and services without
prior written consent from Sprint PCS.

Inability to use non-Sprint PCS brand. We may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and
services on a non-branded, "private label" basis or under any brand, trademark
or trade name other than the Sprint PCS brand, except for sales to resellers or
as otherwise permitted under the trademark and service mark license agreements.

Termination of management agreements. The management agreements have initial
periods of 20 years with three automatic, successive 10-year renewal periods
which will lengthen each of the agreements to a total term of 50 years. The
management agreements can be terminated as a result of:

. termination of Sprint PCS's PCS licenses;

. an uncured breach under the management agreement;

. bankruptcy of a party to the management agreement;

. the management agreement not complying with any applicable law in any
material respect;

. the termination of either of the trademark and service mark license
agreements; or

. our failure to obtain the financing necessary for the buildout of our PCS
network and for our working capital needs. Sprint PCS has agreed that the
issuance of these Notes and the preferred stock investment by The 1818
Fund will meet the financing requirements of the management agreements.

The termination or non-renewal of the management agreement triggers
specified rights of ours and of Sprint PCS. If we have the right to terminate
the management agreement because of an event of termination caused by Sprint
PCS, generally we may:

. require Sprint PCS to purchase all of our operating assets used in
connection with our PCS network for an amount equal to at least 80% of
our Entire Business Value (as defined below);

. if Sprint PCS is the licensee for 20 MHz or more of the spectrum on the
date we terminate the management agreement, require Sprint PCS to assign
to us, subject to governmental approval, up to 10 MHz of licensed
spectrum for an amount equal to the greater of (1) the original cost to
Sprint PCS of the license plus any microwave relocation costs paid by
Sprint PCS or (2) 9% of our Entire Business Value; or

. sue Sprint PCS for damages, in limited cases, and thereby not terminate
the management agreement.

If Sprint PCS has the right to terminate the management agreement because of
an event of termination caused by us, generally Sprint PCS may:

. require us to sell our operating assets to Sprint PCS for an amount equal
to 72% of our Entire Business Value;

. require us to purchase, subject to governmental approval, the licensed
spectrum for an amount equal to the greater of (1) the original cost to
Sprint PCS of the license plus any microwave relocation costs paid by
Sprint PCS or (2) 10% of our Entire Business Value;

. take any action as Sprint PCS deems necessary to cure our breach of the
management agreement, including assuming responsibility for, and
operating, our PCS network; or

. sue us for damages, in limited cases, and thereby not terminate the
management agreement.

Non-renewal of management agreements. If Sprint PCS gives us timely notice
that it does not intend to renew the management agreement, we may:

. require Sprint PCS to purchase all of our operating assets used in
connection with our PCS network for an amount equal to 80% of our Entire
Business Value; or

If we give Sprint PCS timely notice of non-renewal, or if we both give
notice of non-renewal, or if the management agreement can be terminated for
failure to comply with legal requirements or regulatory considerations, Sprint
PCS may:

. purchase all of our operating assets for an amount equal to 80% of our
Entire Business Value; or

If the Entire Business Value is to be determined, we and Sprint PCS will
each select one independent appraiser and the two appraisers will select a
third appraiser. The three appraisers will determine the Entire Business Value
on a going concern basis using the following assumptions:

. the Entire Business Value is based on the price a willing buyer would pay
a willing seller for the entire on-going business;

. then-current customary means of valuing a wireless telecommunications
business will be used;

. the business is conducted under the Sprint and Sprint PCS brands and the
Sprint PCS agreements;

. that we own the spectrum and frequencies presently owned by Sprint PCS
and subject to the Sprint PCS Agreements; and

. the valuation will not include any value for the business not directly
related to the Sprint PCS products and services.

In those service areas where we own the licenses, in the event of a
nonrenewal or a termination of a management agreement, we may be obligated to
allow Sprint PCS customers to travel in our service areas at favorable prices
and to allow Sprint PCS to sell certain of our products within the areas.

If the management agreement terminates for any reason other than a loss of
the license or regulatory considerations, and if Sprint PCS does not put or
sell the disaggregated licenses for such

area to us, then Sprint PCS is obligated to purchase all of the operating
assets other than with respect to the Shreveport, Alexandria and Monroe service
areas.

The Trademark and Service Mark License Agreements

We have non-transferable, royalty-free licenses to use the Sprint and Sprint
PCS brand names and "diamond" symbol, and several other U.S. trademarks and
service marks such as "The Clear Alternative to Cellular" and "Clear Across the
Nation" on Sprint PCS products and services. We believe that the Sprint and
Sprint PCS brand names and symbols enjoy a very high degree of awareness,
providing us an immediate benefit in the market place. Our use of the licensed
marks is subject to our adherence to quality standards determined by Sprint and
Sprint PCS and use of the licensed marks in a manner which would not reflect
adversely on the image of quality symbolized by the licensed marks. We have
agreed to notify Sprint and Sprint PCS promptly of any infringement of any of
the licensed marks within our service area of which we become aware and to
provide assistance to Sprint and Sprint PCS in connection with Sprint's and
Sprint PCS's enforcement of their respective rights. We have agreed with Sprint
and Sprint PCS to indemnify each other for losses incurred in connection with a
material breach of the trademark license agreements. In addition, we have
agreed to indemnify Sprint and Sprint PCS from any loss suffered by reason of
our use of the licensed marks or marketing, promotion, advertisement,
distribution, lease or sale of any Sprint or Sprint PCS products and services
other than losses arising solely out of our use of the licensed marks in
compliance with certain guidelines.

Sprint and Sprint PCS can terminate the trademark and service mark license
agreements if we file for bankruptcy, materially breach the agreement or our
management agreement is terminated. We can terminate the trademark and service
mark license agreements upon Sprint's or Sprint PCS's abandonment of the
licensed marks, or if Sprint or Sprint PCS files for bankruptcy, or if the
management agreement is terminated.

Consent and Agreement for the Benefit of our Senior Lenders

Sprint PCS has entered into a consent and agreement, which we refer to as
the Lender Consent, with the lenders under our credit facilities, which will be
acknowledged by us, that modifies Sprint PCS's rights and remedies under our
Sprint PCS management agreements for the benefit of the lenders and vendor
guarantor under our credit facilities and any refinancing thereof. The
description below reflects the material terms of the Lender Consent.

The Lender Consent generally provides, among other things, the following:

. Sprint PCS's consent to the pledge of our subsidiary stock and grant of a
security interest in all our assets, including the Sprint PCS management
agreements;

. that the Sprint PCS management agreements generally may not be terminated
by Sprint PCS until our senior financing is satisfied in full pursuant to
the terms of the Lender Consent;

. a prohibition on competing Sprint PCS networks in our territory;

. for Sprint PCS to maintain 10 MHz of PCS spectrum in all our markets;

. for redirection of payments from Sprint PCS to our lenders under
specified circumstances;

. for Sprint PCS and our lenders to provide to each other notices of
default;

. the ability to appoint an interim replacement manager, including Sprint
PCS, to operate our PCS network under the Sprint PCS management
agreements after an acceleration of our financing from our lenders or an
event of termination under the Sprint PCS management agreements;

. the ability of our lenders or Sprint PCS to assign the Sprint PCS
Agreements and sell our assets or stock to a qualified purchaser other
than a major competitor of Sprint PCS or Sprint;

. the ability to purchase spectrum from Sprint PCS and sell our assets or
stock to any qualified purchaser;

. the ability of Sprint PCS to purchase our assets or our debt; and

. the vendor guarantor will have a claim on assets following the payment of
the guarantee.

MANAGEMENT

Executive Officers and Directors

The table below sets forth certain information regarding our directors and
executive officers.

Name(1) Age Office
------- --- ------

William L. Henning,
Jr 46 Chairman, Chief Executive Officer and Director
Robert W. Piper 41 President, Chief Operating Officer and Director
Jerry E. Vaughn 54 Chief Financial Officer
Thomas G. Henning 40 Secretary, General Counsel and Director
William L. Henning, Sr. 76 Director
John A. Henning 44 Director
Lawrence C. Tucker(/1/) 56 Director
Jack J. Blanchard 39 Vice President of Marketing
Don A. Matz 41 Vice President of Information Technologies
Brenda S. McElveen 53 Vice President of Administration
Paul J. Clifton 45 Vice President of Research and Development

- --------
(1) Mr. Tucker was designated as a director by The 1818 Fund, which is
entitled to designate one other individual to become a member of our board
of directors, but has not yet done so.

William L. Henning, Jr. presently serves as a director and Chief Executive
Officer of US Unwired, positions held since 1988. Prior to 1988, he was the
General Manager of US Unwired. He has been involved in the senior management
of Cameron Telephone Company and US Unwired since 1976. Senior management
positions at US Unwired have also included Chairman, President and Vice
President. He served as President of Mercury Information Technologies, Inc.,
which has owned and operated a cable television franchise, a voice mail
service and an internet access service for over five years. From 1991 to 1998,
he served as a director of First National Bank of Lake Charles.

Robert W. Piper has been the President and Chief Operating Officer of all
of our wireless businesses, including US Unwired, since 1995. He served as
Chief Financial Officer of US Unwired from 1994 to 1995 and as Vice President
and General Manager of US Unwired's long distance operations from 1987 to 1990
and of our wireless business (including US Unwired) from 1987 until 1994. He
joined US Unwired in 1985 as comptroller. He served on the Board of Directors
of Cellular Telecommunications Industry Association from 1992 to 1994 and from
1998 to 1999.

Jerry E. Vaughn has served as Chief Financial Officer of US Unwired since
June 7, 1999. He has over 20 years of diversified financial management
experience, the last 11 years of which were focused in the telecommunications
industry. From 1994 until he joined US Unwired, Mr. Vaughn was President of
NTFC Capital Corporation, a subsidiary of GE Capital. Prior to that time, he
was Treasurer of Northern Telecom Finance Corporation and Vice President of
Mellon Bank Corporation.

Thomas G. Henning, has been General Counsel of US Unwired and Cameron
Telephone Company since 1994. He is responsible for general corporate,
regulatory and other legal matters. Prior to becoming General Counsel, Mr.
Henning was a partner with the law firm of Stockwell, Sievert, Viccellio,
Clements and Shaddock, and remains of counsel to this firm. He has been an
officer and director of US Unwired since 1988.

William L. Henning, Sr. has been a US Unwired director since its
incorporation in 1967. He practiced law for ten years after graduating from
law school and has been involved in the

telecommunications industry for over 45 years. He was an executive officer and
director of Cameron Telephone Company for over 40 years. He has also served as
director of the National Rural Telecom Association since 1973. He was President
of the Louisiana Telephone Association in 1955; and a director of the West
Calcasieu Port, Harbor and Terminal District from 1964 to 1978, of the
Calcasieu Parish Industrial Development Board from 1972 to 1986, of the United
States Telephone Association from 1982 to 1988 and of Calcasieu Marine National
Bank from 1985 to 1996; and a commissioner of the Chenault Industrial Airpark
Authority from 1986 to 1988.

John A. Henning has served as an officer and director of US Unwired and as a
director of Cameron State Bank since 1988. He served as President of the entity
that operated the Louisiana cellular cluster from 1987 to 1995. He was a
director of the Louisiana Telephone Association from 1984 to 1995 and its
President from 1993 to 1995.

Lawrence C. Tucker has been a General Partner of Brown Brothers Harriman &
Co. since 1979 and currently serves as a member of the Steering Committee of
the firm's partnership. He co-founded and has supervisory responsibility for
BBH & Co.'s private equity funds (The 1818 Funds) which have raised capital
commitments of $1.5 billion. He is a director of MCI WorldCom, Inc., the MCI
WorldCom Venture Fund, National Healthcare Corporation, Riverwood Holdings,
Inc., VAALCO Energy Inc., World Access, Inc. and National Equipment Services,
Inc.

Jack J. Blanchard has served as Vice President of Marketing for US Unwired
since January 1998 and before that served for at least five years as Sales
Manager and Director of Sales and Marketing. He is responsible for all
marketing and public relations efforts for cellular, PCS, paging, internet and
landline services. He had a leadership role in naming and developing our very
successful wireless prepaid program "Chat Pak." He has been instrumental in our
winning numerous advertising campaign awards such as CLIO's Best Overall
Campaign at the "One Awards" and first place in the television division at the
1998 Cellular Telecommunications Industry Association's EMA awards.

Don A. Matz has served as Vice President of Information Systems since
October 26, 1998. He is responsible for US Unwired's management information
system and support. Prior to joining US Unwired in 1998, he was employed for 18
years with Century Telephone Enterprises, Inc., a national telecommunications
company engaged in wireline and wireless activities. With Century Telephone, he
held various positions within Information Systems, the last seven years of
which were in director-level positions in Applications Development, Systems and
Networks, and Research and Development.

Brenda S. McElveen presently serves as Vice President of Administration of
US Unwired and is responsible for customer care, credit collections, customer
retention and employee training for cellular, paging, PCS, CLEC and internet
services. She joined US Unwired in 1984 as Office Manager.

Paul J. Clifton has served as Vice President of Research and Development
since 1998. From 1994 to 1998, he was Vice President for Engineering and
Technical Services. From 1988 to 1994, he served US Unwired in various
capacities such as manager of network systems and traffic manager.

100

He was first hired by Cameron Telephone Company in 1980 and began to work for
US Unwired in 1988. In those capacities between 1980 and 1994, he was
responsible for design and implementation of projects associated with the
operation of cellular, paging, voicemail, central office, personal computer,
cable television and long distance operations.

William L. Henning, Jr., Thomas G. Henning and John A. Henning are brothers.
William L. Henning, Sr. is their father.

Board of Directors

Our board of directors is divided into three classes serving three-year
staggered terms each. The Class I directors are John A. Henning and Thomas G.
Henning, whose terms expire in 2001. The Class II directors are William L.
Henning, Sr. and Robert Piper, whose terms expire in 2002. The Class III
directors are William L. Henning, Jr. and Lawrence C. Tucker, whose terms
expire in 2000. Mr. Tucker was designated as a director by The 1818 Fund, which
is entitled to designate one other individual to become a member of our board
of directors whose term will expire in 2000, but has not yet done so.

We do not have a compensation committee, and the functions of such a
committee are performed by our board of directors. William L. Henning, Jr.,
Thomas G. Henning and Robert Piper, who are among our executive officers and
serve on our board of directors, participate in deliberations of our board of
directors concerning executive officer compensation.

Under our by-laws, the board of directors may establish an executive
committee which, if appointed, will consist of up to five members and will have
all powers of the board of directors when the board is not in session except
powers expressly reserved to other committees. A unanimous vote of the
executive committee would be required for that committee to authorize the
issuance and sale of any shares of capital stock or any indebtedness other than
trade indebtedness incurred in the ordinary course of our business and other
than indebtedness not in excess of $1.0 million.

No Employment Agreements

We have no employment agreements with any of our officers or employees, each
of whom may terminate his employment, or be terminated, at will. Persons
employed by us within the last five years have agreed to be subject to
restrictions on competing with us and our subsidiaries should the person's
employment with us terminate.

Director Compensation

Our directors are not paid fees for service in their capacity as directors.

101

Executive Compensation

The following table sets forth the compensation earned by our executive
officers for 1996, 1997 and 1998.

Annual Compensation(/1/)
------------------------
Bonus
-----------------
All Other
Name and Principal Position Year Salary Cash Stock Compensation(/1/)
--------------------------- ---- -------- -------- -------- -----------------

William L. Henning, Jr....... 1996 $ 45,750 $142,200 $ 45,000 $ --
Chairman & Chief Executive 1997 $102,750 $ 25,075 -- --
Officer 1998 $135,000 -- -- $950,000(/2/)

Robert W. Piper.............. 1996 $ 71,032 2,120 $ 45,000 $ --
President & Chief Operating 1997 $ 87,951 $ 10,000 -- --
Officer 1998 $105,750 $ 25,000 -- $500,000(/2/)

- --------
(1) Does not include compensation from our affiliates, Cameron Communications
Corporation and Unibill, Inc.
(2) Consideration from third parties for non-competition agreements in
connection with the 1998 sale of selected cellular markets.

1999 Equity Incentive Plan

Our board of directors has adopted, and our stockholders have approved, the
US Unwired Inc. 1999 Equity Incentive Plan. Under the Equity Incentive Plan,
stock options and other equity-based awards may be granted to our and our
subsidiaries' directors, officers, selected employees and consultants. Our
board of directors administers the Equity Incentive Plan.

The board may grant stock options, stock appreciation rights and other
equity-based awards to eligible persons. In no event, however, may the board
grant awards relating to more than 2,300,000 shares of Class A common stock
pursuant to the Equity Incentive Plan. Shares subject to awards that expire or
are terminated or canceled prior to exercise or payment, or forfeited or
reacquired by us pursuant to rights reserved upon issuance, may be issued again
under the Equity Incentive Plan. Awards paid in cash are not counted against
the number of shares that may be issued under the Equity Incentive Plan.

Awards may be satisfied by the delivery of either authorized but unissued
Class A common stock or issued Class A common stock held as treasury shares.
The board may grant one or more types of awards in any combination to a
particular participant in a particular year. Subject to earlier termination by
our board of directors, the Equity Incentive Plan will remain in effect until
all awards have been satisfied in stock or in cash or terminated under the
terms of the Equity Incentive Plan and all restrictions imposed on stock in
connection with its issuance under the Equity Incentive Plan have lapsed.
Except in the case of an award of stock to a participant as additional
compensation for services to us or our subsidiaries, each award will be
confirmed by, and is subject to the terms of, an agreement executed by the
participant and us.

Following is a description of each type of award or grant that may be made
under the Equity Incentive Plan.

Stock options. Stock options may be incentive stock options that comply with
the requirements of Section 422 of the Internal Revenue Code or nonqualified
stock options that do not comply with

102

Section 422 of the Internal Revenue Code. The board will determine the exercise
price and other terms and conditions of options.

The exercise price for an option may be paid in shares of Class A common
stock valued at their then fair market value if the shares have been held by
the optionee for at least six months. To the extent permitted by the board, the
exercise price for an option may be paid in shares of Class A common stock that
have not been held for six months, or in any other manner.

All incentive options must be granted by September 30, 2009 and, unless
sooner exercised, all incentive options expire no later than 10 years after the
date of grant. Incentive options may not be granted to any participant who, at
the time of the grant, would own (as determined by the Internal Revenue Code)
more than 10% of the total combined voting power of all classes of our stock or
of any of our subsidiaries.

Stock appreciation rights and limited stock appreciation rights. A stock
appreciation right is a right to receive, without payment to us, a number of
shares of stock, cash or a combination thereof, as determined by a formula. A
limited stock appreciation right is a right to receive, without payment to us,
cash in amount determined by a formula upon specified change in control events.
Stock appreciation rights may be granted in conjunction with all or any part of
a stock option or independently. Upon the exercise of a stock appreciation
right, the participant will be entitled to receive, for each share of Class A
common stock to which the exercised stock appreciation right relates, the
excess of the fair market value per share of Class A common stock on the date
of exercise over the grant price of the stock appreciation right. Stock
appreciation rights shall have such terms and conditions as may be established
by the board. Upon the exercise of a limited stock appreciation right, the
participant will be entitled to receive a cash payment, for each share of Class
A common stock to which the exercised limited stock appreciation right relates,
equal to excess of the defined change of control value over the grant price of
the limited stock appreciation right.

Other stock-based awards. The board has the authority under the Equity
Incentive Plan to make other awards that are valued in whole or in part by
reference to, or are payable in or otherwise based upon, shares of Class A
common stock, including awards valued by reference to our performance or the
performance of our subsidiaries. The board will determine the participants to
whom and the times at which these awards will be made, the number of shares of
Class A common stock to be awarded and all other terms and conditions of the
awards.

If, with respect to the Class A common stock, there is any recapitalization,
reclassification, stock dividend, stock split, combination of stock or other
similar change in stock, the number of shares of Class A common stock issuable
or issued under the Equity Incentive Plan, including stock subject to
restrictions, options or achievement of performance objectives, shall be
adjusted in proportion to the change in the number of outstanding shares of
Class A common stock. In the event of any of these adjustments, the board will
adjust, to the extent appropriate, the purchase price of any option, the
performance objectives of any award and the stock issuable pursuant to any
award to provide participants with the same relative rights before and after
the adjustment.

In the event of a defined change of control, all outstanding options,
including incentive options, stock appreciation rights and limited stock
appreciation rights granted pursuant to the Equity

103

Incentive Plan will become fully exercisable, all restrictions or limitations
on any award under the Equity Incentive Plan will lapse, and all performance
criteria and other conditions relating to the payment of awards will be deemed
achieved or waived by us without further action.

The Equity Incentive Plan may be amended or terminated at any time by our
board of directors, except that no amendment may be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement.

The Equity Incentive Plan is not subject to any provision of ERISA and is
not qualified under Section 401(a) of the Internal Revenue Code.

We have granted an aggregate of 1,090,000 options pursuant to our Equity
Incentive Plan, including 229,100 options to William L. Henning, Jr., 115,200
options to Robert W. Piper and 24,000 options to Jerry E. Vaughn.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Tax Free Restructuring

Cameron Communications Corporation, which is referred to as Cameron,
completed a restructuring plan pursuant to which the wireless communications
interests of Cameron were separated from its landline telephone business and
combined with the wireless communications interests of US Unwired. To
accomplish this restructuring, US Unwired entered into an Agreement and Plan of
Reorganization on September 19, 1996, and the following transactions occurred
on October 31, 1996:

. Cameron transferred to CCC Holding (Cameron's wholly owned subsidiary
formed to facilitate the restructuring) all of its assets and
liabilities, other than its 96% interest in Mercury Cellular Telephone
Company;

. Cameron "spun off" as a distribution to its stockholders under section
355 of the Internal Revenue Code all of the shares of CCC Holding;

. Cameron was merged into US Unwired, and the stockholders of Cameron
exchanged their shares of Cameron for shares of US Unwired common stock,
which, together with all other then outstanding shares of US Unwired
common stock, were reclassified as US Unwired Class B common stock; and

. CCC Holding was renamed Cameron Communications Corporation.

Pursuant to the Reorganization Agreement, Cameron is responsible for all
obligations and liabilities relating to the landline communications business,
and US Unwired is responsible for those relating to the wireless communications
business. Liabilities of a corporate nature, such as indemnification of
officers and directors and securities law liabilities relating to the issuance
of securities in connection with the restructuring, are allocated to Cameron if
the liability is attributable to Cameron as it existed prior to the
restructuring, and otherwise to US Unwired.

Corporate Restructuring

We recently changed our corporate structure. Previously, US Unwired was our
operating cellular company, and LA Unwired and LEC Unwired were its
subsidiaries. In late September 1999, we formed a holding company named US
Unwired, and all of the stockholders of old US Unwired became stockholders of
the new holding company. This was effected by an exchange of all of the issued
and outstanding capital stock of old US Unwired, the operating cellular
company, for an equal number of shares of new US Unwired, the holding company.
Old US Unwired was renamed Unwired Telecom and became a wholly owned subsidiary
of new US Unwired. Unwired Telecom is in the process of making a stock dividend
to US Unwired of all of its ownership interest in LA Unwired and LEC Unwired,
thereby making LA Unwired and LEC Unwired subsidiaries of the holding company.

Some of our FCC licenses, together with related indebtedness of $2.3 million
to the FCC, are currently held by our affiliate Command Connect, which is
equally owned by US Unwired and Cameron. In connection with our reorganization,
the PCS licenses currently owned by Command Connect, together with the
indebtedness to the FCC, will be transferred to LA Unwired and the LMDS
licenses currently owned by Command Connect will be transferred to LEC Unwired.

105

Command Connect will thereafter be liquidated. We expect to complete these
transfers by December 1999.

Affiliate Transactions

General. For many years prior to the tax restructuring described above, US
Unwired, Cameron and their subsidiaries entered into contractual relationships
with one another and with other companies under common control. Some of those
transactions are summarized below. There have been additional transactions
which have included cost sharing arrangements among the companies and their
affiliates, sharing of services and salary expenses of personnel, including
officers of the companies, and inter-company sales of assets.

Bill processing procedures. Under agreements entered into in 1997 and 1998,
Unibill, Inc., a wholly owned subsidiary of Cameron, provides bill processing
and related services for us and Meretel. We believe that the terms of these
agreements are no less favorable to us than would be available from
unaffiliated third persons. The approximate aggregate amount paid to Unibill in
1996 was $1.6 million, in 1997 was $2.7 million, in 1998 was $2.9 million and
for the nine months ended September 30, 1999 was $2.0 million.

Property leases. In March 1998, US Unwired entered into an agreement with
Unibill to lease office, equipment and warehouse space for 60 months. We
believe that the terms of this lease are no less favorable to us than would be
available from unaffiliated third persons. US Unwired paid Unibill $173,500 in
1998 and $219,300 for the nine months ended September 30, 1999 to lease these
properties.

System management and construction services. On January 1, 1998, US Unwired
agreed to provide Meretel with construction and management services for its
systems. These services include reviewing and modifying system design,
obtaining governmental and regulatory approvals, preparing control point, base
station and business office sites, purchasing and installing switching and base
station equipment, negotiating interconnection to the local exchange switched
telephone network, and generally managing the operations of the system. In
return for these services, Meretel pays US Unwired a management fee of $94,500
per month and reimburses it for all of its expenses. As part of the Meretel
transaction described in the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations," these services will
be terminated. The approximate aggregate amounts paid to US Unwired for such
services, including expense reimbursements, were $624,000 in 1996, $1.4 million
in 1997, $4.5 million in 1998 and $1.5 million for the nine months ended
September 30, 1999. In 1997, Meretel agreed to pay US Unwired a commission for
each customer activated for Meretel. US Unwired received approximately $1.2
million in 1997 and $1.9 million in 1998 in commissions from Meretel.

Long distance services. US Unwired purchases long distance service from
Cameron and resells that service to US Unwired's customers. US Unwired pays
rates for this service that are comparable to rates at similar volumes charged
by Cameron to other customers. These rates are competitive with rates that US
Unwired would expect to pay for similar service from an unaffiliated third
party. US Unwired paid Cameron approximately $803,000 in 1996, $951,000 in
1997, $764,000 in 1998 and $794,600 for the nine months ended September 30,
1999 for long distance.

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Flight services. US Unwired uses, for a rate of $2.75 per air mile, a
Mitsubishi Diamond 1A aircraft owned and operated by Cameron. US Unwired paid
Cameron approximately $88,700 in 1996, $93,800 in 1997, $84,500 in 1998 and
$42,300 for the nine months ended September 30, 1999, for these flight
services. These rates are comparable to what US Unwired would be required to
pay to an unaffiliated third party for equivalent services.

Management and other services.

In 1999, LEC Unwired began providing US Unwired with voicemail services
which US Unwired uses and also resells to its cellular and digital subscribers
and entered into an agreement with Cameron to provide technical support at the
rate of $2,600 per month. We believe that the terms of these arrangements are
no less favorable to US Unwired than would be expected in comparable
arrangements with unaffiliated third persons.

On September 30, 1998, US Unwired purchased from Maas.net all of its
internet assets for approximately $620,000, the amount of its then current
outstanding liabilities, pursuant to a bankruptcy court order authorizing the
sale. Maas.net is a limited liability company owned 63% by MIT, a company in
which two of our directors and one of our officers own interests, and 27% by
our Chairman.

Internet services. Effective October 1, 1998, US Unwired began providing to
Cameron and its affiliates internet services that are resold to Cameron's and
its affiliates' customers.

PCS partnership. MIT owns a 20% interest in Wireless Management Corporation,
the corporation that serves as general partner of the PCS Partnership.

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SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information as of October 30, 1999 regarding
the beneficial ownership of the capital stock of US Unwired by (a) each of our
directors and officers listed in the summary compensation table, (b) all
directors and officers as a group and (c) each person known to us to be the
beneficial owner of 5% or more of any class of our voting securities. Except as
otherwise indicated, the address for each stockholder is c/o US Unwired Inc.,
One Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629.

Series A Preferred
Stock Class B Common Stock(/1/)
----------------------- ----------------------------------------------
Percentage of
Percentage Percentage Class as
Name of Beneficial Owner Shares of Class Shares of Class converted(/9/)
- ------------------------ ------- ---------- ---------- ---------- --------------

William L. Henning, Sr.. -- -- 4,602,983(/2/) 40.9% 35.1%
William L. Henning, Jr.. -- -- 1,043,178(/3/)(/4/) 9.3 7.9
John A. Henning......... -- -- 990,716(/4/)(/5/) 8.8 7.5
Thomas G. Henning....... -- -- 1,357,740(/6/) 12.1 10.3
Thomas D. Henning....... -- -- 779,596 6.9 5.9
Robert W. Piper......... -- -- 33,286(/7/) 0.3 0.3
Lawrence C. Tucker...... 500,000(/8/) 100% 1,883,239(/8/)(/9/) -- 14.3
The 1818 Fund III,
L.P.................... 500,000 100 1,883,239(/9/) -- 14.3

All officers and
directors as a group
(11 persons total, 7
with ownership
interests)............. 500,000(/8/) 100 10,690,738 78.3 81.3

- --------
(/1/) As used in this table "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the disposition
of any security. A person is deemed as of any date to have "beneficial
ownership" of any security that such person has a right to acquire within
60 days after such date. Any security that any person named above has the
right to acquire within 60 days is deemed to be outstanding for purposes
of calculating the ownership percentage of any other person.
(/2/) Includes 9,228 shares held by William L. Henning, Sr. as custodian under
the Uniform Gifts to Minors Act for the benefit of the minor children of
Thomas G. Henning, of which shares William L. Henning. Sr. disclaims
beneficial ownership. The remainder includes the community property
interest of Mrs. William L. Henning, Sr. Also includes William L. Henning,
Sr.'s proportionate interest in 33,286 shares held by a general
partnership comprised of Mr. and Mrs. William L. Henning, Sr., William L.
Henning, Jr., John A. Henning and Thomas G. Henning, based on his interest
in that partnership.
(/3/) Excludes 7,228 shares held by Thomas G. Henning as custodian under the
Uniform Gifts to Minors Act for the benefit of the minor children of
William L. Henning, Jr.
(/4/) Excludes 116,501 shares held in each of two trusts for the benefit of the
minor children of William J. Henning, Jr. and John A. Henning,
respectively, of which shares each of them disclaims beneficial ownership.
Includes each of William L. Henning, Jr.'s and John A. Henning's
proportionate interest in 33,286 shares held by a general partnership
comprised of Mr. and Mrs. William L. Henning, Sr., William L. Henning,
Jr., John A. Henning and Thomas G. Henning, based on each of their
respective interests in that partnership.
(/5/) Excludes 9,760 shares held by Thomas G. Henning as custodian under the
Uniform Gifts to Minors Act for the benefit of the minor children of John
A. Henning.
(/6/) Includes an aggregate of 16,988 shares held by Thomas G. Henning as
custodian under the Uniform Gifts to Minors Act for the benefit of the
minor children of John A. Henning and William L. Henning, Jr. (see

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Notes (3) and (5) above), of all of which shares Thomas G. Henning
disclaims beneficial ownership. Excludes 9,228 shares held by William L.
Henning, Sr. as custodian under the Uniform Gifts to Minors Act for the
benefit of the minor children of Thomas G. Henning (see Note (2) above).
Includes 233,002 shares held by Thomas G. Henning as trustee for the minor
children of William L. Henning, Jr. and John A. Henning (see Note (4)
above), and 116,501 shares held by Thomas G. Henning as trustee for his
own minor children, of all of which shares he disclaims beneficial
ownership. Also includes Thomas G. Henning's proportionate interest in
33,286 shares held by a general partnership comprised of Mr. and Mrs.
William L. Henning, Sr., William L. Henning, Jr., John A. Henning and
Thomas G. Henning, based on his interest in that partnership.
(/7/) Includes the community property interest of Dr. Eileen Piper, the spouse
of Robert W. Piper.
(/8/) Mr. Tucker, a general partner of Brown Brothers Harriman & Co., which is
the general partner of The 1818 Fund, may be deemed to be the beneficial
owner of shares held of record by The 1818 Fund due to his role as a co-
manager of The 1818 Fund. Mr. Tucker disclaims beneficial ownership of the
shares beneficially owned by The 1818 Fund, except to the extent of his
pecuniary interest therein. Mr. Tucker was designated as a director by The
1818 Fund which is entitled to designate one other individual to become a
member of our board of directors, but has not yet done so.
(/9/) Assumes conversion of all shares of Series A preferred stock held by The
1818 Fund.

109

CERTAIN INDEBTEDNESS

Senior Credit Facilities

Pursuant to a credit agreement dated as of October 1, 1999, US Unwired
entered into senior credit facilities for $130.0 million. The senior credit
facilities provide for an $80.0 million reducing revolving credit facility,
which matures on September 30, 2007, and a $50.0 million delay draw term loan,
which matures on September 30, 2007.

The reducing revolver will be permanently reduced in quarterly installments
beginning on June 30, 2000, in amounts which vary between $1.3 million and $6.0
million. The term loan will be amortized in quarterly installments beginning on
June 30, 2003, in quarterly amounts which vary between $1.3 million and $3.7
million.

Interest on all loans made under the senior credit facilities bear interest
at variable rates tied to the prime rate, the federal funds rate or the London
Interbank Offering Rate.

The senior credit facilities require US Unwired to pay an annual commitment
fee of 1.5% of the unused commitment under the senior credit facilities when
the unused portion is greater than or equal to 66.67% of the total amount of
the senior credit facilities, reducing to 1.25% when the unused portion is less
than 66.67% but equal to or greater than 50% of the total amount of the senior
credit facilities, and reducing to 1.00% when the unused portion is less than
50% of the total amount of the senior credit facilities.

All of US Unwired's obligations under the senior credit facilities are
guaranteed by:

. a fully secured guarantee from each of LA Unwired and Unwired Telecom and

. an unsecured partial guarantee from Lucent Technologies, Inc. in the
amount of up to $43.3 million available for principal, together with one-
third of accrued interest and other applicable fees (but excluding
prepayment premiums). If US Unwired (including the Subsidiary Guarantors
and Texas Unwired) demonstrates a defined total leverage ratio (including
subordinated indebtedness) of less than 6:1 for four consecutive
quarters, Lucent will be released from its guarantee.

The senior credit facilities are secured by:

. a first priority security interest in all tangible and intangible assets
of US Unwired (other than the corporate headquarters building), LA
Unwired and Unwired Telecom (including the owned PCS licenses, to the
extent legally permitted);

. a pledge by US Unwired and Cameron of 100% of the ownership interests in
LA Unwired, a pledge by US Unwired of its ownership interest in Unwired
Telecom and a pledge by LA Unwired of its ownership interest in Texas
Unwired; and

. an assignment by LA Unwired of all Sprint PCS agreements and any network
contract (including software rights).

The agreement governing the senior credit facilities contains covenants
customary for facilities similar to the senior credit facilities, including
covenants that restrict, among other things, the incurrence of indebtedness,
liens or contingent obligations, mergers and acquisitions, asset sales,
investments, transactions with affiliates other than at arm's length,
management fees, dividends and

110

distributions, and covenants that, among other things, require compliance with
various financial covenants, the maintenance of existence, records, properties
and insurance, certain conduction of business, compliance with laws, reporting
of regulatory, litigation and other matters, rights of inspection and Year 2000
preparation in each case by US Unwired, LA Unwired, Unwired Telecom and Texas
Unwired.

Other terms of the agreement include annual mandatory prepayments beginning
after December 31, 2002 of 50% of excess cash flow and limitations on a change
in control of US Unwired.

Borrowings under the senior credit facilities are available to finance
working capital requirements and capital expenditures for LA Unwired.

Other Credit

LEC Unwired loan agreements and US Unwired undertaking. On July 22, 1998,
LEC Unwired entered into a loan agreement for $15.0 million and a subordinated
loan agreement for $3.0 million with certain lenders. Under these agreements,
no more than two loans may be made to LEC Unwired in any calendar month, and
each loan must be of a minimum principal amount of $500,000. All loans made
under either of these agreements are represented by notes stated to mature on
July 1, 2006. All loans made under the $15.0 million agreement bear interest at
variable rates tied to the defined Commercial Paper Rate, London Interbank
Offering Rate or U.S. Treasury securities rate, and all loans made under the
$3.0 million agreement bear interest at the U.S. Treasury securities rate plus
the defined Applicable Margin. Both loan agreements contain customary covenants
for similar facilities. Loans made under these agreements are available for LEC
Unwired to build, own and operate its competitive local exchange carrier
systems and for other costs.

As required by these loan agreements, US Unwired entered into an Undertaking
Agreement dated March 31, 1999, which obligates US Unwired to provide cash
capital contributions, not to exceed $4.5 million, to LEC Unwired if LEC
Unwired is not in compliance with specified financial covenants in the loan
agreements, including projected EBITDA and revenue requirements, specified
ratio requirements and minimum cash availability requirements. The amount of
cash that US Unwired is required to provide depends on the covenant with which
LEC Unwired has failed to comply.

Meretel credit agreement and US Unwired guarantee. On May 16, 1997, Meretel
entered into a credit agreement which provides for a $57.0 million reducing
revolving senior credit facility which matures on July 1, 2007.

All loans made under the senior credit facility bear interest at variable
rates tied to the prime rate, the London Interbank Offering Rate or the U.S.
Treasury Rate. The credit agreement contains customary covenants for similar
facilities. Loans made under this agreement are available for Meretel to
construct its network and working capital.

As required by the credit agreement, US Unwired entered into a primary
guaranty agreement on May 16, 1997. The primary guarantors are the owners of
Meretel. The primary guarantors guarantee $19.0 million of Meretel's senior
credit facility. US Unwired's proportionate share of the guarantee is based on
its ownership percentage, which is currently 13.5% or approximately $2.6
million.

111

DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions." In this description, the word "Company"
refers only to US Unwired and not to any of its subsidiaries.

The Company will issue the exchange notes under an Indenture (the
"Indenture") among itself, the Subsidiary Guarantors and State Street Bank and
Trust Company, as trustee (the "Trustee"), that also governs the existing
notes. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act").

The following description is a summary of the material provisions of the
Indenture. It does not restate the Indenture in its entirety. We urge you to
read the Indenture because it, and not this description, defines your rights as
a Holder of the Notes. We have filed a copy of the Indenture as an exhibit to
the registration statement which includes this prospectus. Certain defined
terms used in this description but not defined below under "--Certain
Definitions" have the meanings assigned to them in the Indenture.

As of the date of the Indenture, all of our Subsidiaries will be "Restricted
Subsidiaries." However, under the circumstances described below under the
subheading "--Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate certain of our other
Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will
not be subject to many of the restrictive covenants in the Indenture. Our
Unrestricted Subsidiaries will not guarantee the Notes.

Brief Description of the Notes and the Subsidiary Guarantees

The Notes

The Notes are:

. general unsecured obligations of the Company;

. subordinated in right of payment to all existing and future Senior Debt
of the Company;

. equal in right of payment with any future senior subordinated
Indebtedness of the Company; and

. unconditionally guaranteed by the Subsidiary Guarantors.

The Subsidiary Guarantees

The Notes are guaranteed by all of our Restricted Subsidiaries except LEC
Unwired. Each Subsidiary Guarantee is:

. a general unsecured obligation of the Subsidiary Guarantor;

. subordinated in right of payment to all existing and future Senior Debt
of the Subsidiary Guarantor; and

112

. equal in right of payment with any future senior subordinated
Indebtedness of the Subsidiary Guarantor.

Only our Restricted Subsidiaries (other than LEC Unwired) will guarantee the
Notes. In the event of a bankruptcy, liquidation or reorganization of LEC
Unwired or any of our Unrestricted Subsidiaries, these non-Subsidiary Guarantor
subsidiaries will pay the holders of their debts and their trade creditors
before they will be able to distribute any of their assets to us. The
Restricted Subsidiaries (other than LEC Unwired) generated 92.2% of our pro
forma consolidated revenues in the twelve-month period ended September 30, 1999
and held 93.1% of our pro forma consolidated assets as of September 30, 1999.
See footnote 4 to our Consolidated Financial Statements included in this
prospectus for more detail about the division of our consolidated revenues and
assets between our Restricted Subsidiaries and Unrestricted Subsidiaries.

As of the date of the Indenture, all of our Subsidiaries except Texas
Unwired will be "Restricted Subsidiaries." Under the circumstances described
below under the subheading "Certain Covenants--Designation of Restricted and
Unrestricted Subsidiaries," we will be permitted to designate certain of our
other Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries
will not be subject to many of the restrictive covenants in the Indenture. Our
Unrestricted Subsidiaries will not guarantee these Notes.

Principal, Maturity and Interest

The Company will issue exchange notes with a maximum aggregate principal
amount of $400.0 million. The Company will issue Notes in denominations of
$1,000 and integral multiples of $1,000. The Notes will mature on November 1,
2009.

The existing notes were offered at a substantial discount from their
principal amount at maturity to generate gross proceeds of approximately $209.2
million. See "Certain U.S. Federal Tax Considerations." Until November 1, 2004,
interest will not accrue or be payable on the Notes, but the Accreted Value
will accrete (representing the amortization of the original issue discount)
between the date of issuance and November 1, 2004, on a semi-annual bond
equivalent basis using a 360-day year composed of twelve 30-day months such
that the Accreted Value shall be equal to the full principal amount at maturity
of the Notes on November 1, 2009. Interest on the Notes will accrue at the rate
of 13 3/8% per annum and will be payable semi-annually in arrears on May 1 and
November 1, commencing on May 1, 2005. The Company will make each interest
payment to the Holders of record on the immediately preceding April 15 and
October 15.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to the Company, the Company
will pay all principal, interest and premium and Liquidated Damages, if any, on
that Holder's Notes in accordance with those instructions. All other payments
on Notes will be made at the office or agency of the Paying Agent and Registrar
within the City and State of New York unless the Company elects to make
interest payments by check mailed to the Holders at their addresses set forth
in the register of Holders.

113

Paying Agent and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. The Company
may change the Paying Agent or Registrar without prior notice to the Holders,
and the Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Note
selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

The registered Holder of a Note will be treated as the owner of it for all
purposes, except for certain purposes of the exchange offer, as discussed in
this prospectus.

Subsidiary Guarantees

The Subsidiary Guarantors will jointly and severally guarantee the Company's
obligations under the Notes. Each Subsidiary Guarantee will be subordinated to
the prior payment in full of all Senior Debt of that Subsidiary Guarantor. The
obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be
limited as necessary to prevent that Subsidiary Guarantee from constituting a
fraudulent conveyance under applicable law. See "Risk Factors--Federal and
state statutes allow courts, under specific circumstances, to void or modify
the Notes and the guarantees of the Notes."

A Subsidiary Guarantor may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person), another
Person, other than the Company or another Subsidiary Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or
Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition
or the Person formed by or surviving any such consolidation or
merger assumes all the obligations of that Subsidiary Guarantor
under the Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement pursuant to a supplemental indenture satisfactory
to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in
accordance with the "Asset Sale" provisions of the Indenture.

The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

(1) in connection with any sale or other disposition of all or
substantially all of the assets of that Subsidiary Guarantor (including
by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) a Subsidiary of the
Company, if the

114

Subsidiary Guarantor applies the Net Proceeds of that sale or other
disposition in accordance with the "Asset Sale" provisions of the
Indenture;

(2) in connection with any sale of all of the Capital Stock of a Subsidiary
Guarantor to a Person that is not (either before or after giving effect
to such transaction) a Subsidiary of the Company, if the Company
applies the Net Proceeds of that sale in accordance with the "Asset
Sale" provisions of the Indenture; or

(3) if the Company properly designates any Restricted Subsidiary that is a
Subsidiary Guarantor as an Unrestricted Subsidiary.

See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

The payment of principal, interest and premium and Liquidated Damages, if
any, on the Notes and any other payment Obligations in respect of the Notes
(including any obligation to repurchase the Notes) will be subordinated to the
prior payment in full of all Senior Debt of the Company, including Senior Debt
incurred after the date of the Indenture. The payment of any amounts pursuant
to the Subsidiary Guarantees will be subordinated to the prior payment in full
in cash of all Senior Debt of the applicable Subsidiary Guarantor.

The holders of Senior Debt will be entitled to receive payment in full of
all Obligations due in respect of Senior Debt (including interest after the
commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt) before the Holders of Notes will be entitled to receive
any payment with respect to the Notes or the Subsidiary Guarantees (except that
Holders of Notes may receive and retain Permitted Junior Securities and
payments made from the trust described under "--Legal Defeasance and Covenant
Defeasance"), in the event of any distribution to creditors of the Company or
the Subsidiary Guarantors:

(1) in a liquidation or dissolution of such entity;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to such entity or its property;

(3) in an assignment for the benefit of creditors of such entity; or

(4) in any marshaling of the assets and liabilities of such entity.

In addition, until the Senior Debt is paid in full, any payment or
distribution to which Holders of Notes would be entitled but for the
subordination provisions of the Indenture will be made to holders of Senior
Debt as their interests may appear.

The Company also may not make any payment in respect of the Notes including
any deposit into the trust described under "--Legal Defeasance and Covenant
Defeasance" nor may any Subsidiary Guarantor make any payment in respect of its
Subsidiary Guarantee (except in Permitted Junior Securities or from the trust
described under "--Legal Defeasance and Covenant Defeasance") if:

(1) a failure to make any payment on any series of Designated Senior Debt
when due (including upon any acceleration of any series of Designated
Senior Debt); or

115

(2) any other default occurs and is continuing on any series of Designated
Senior Debt that permits holders of that series of Designated Senior
Debt to accelerate its maturity and the Trustee receives a notice of
such default (a "Payment Blockage Notice") from the Company or the
holders of any Designated Senior Debt.

Payments on the Notes and the Subsidiary Guarantees may and shall be
resumed:

(1) in the case of a payment default, upon the date on which such default
is cured or waived (and, if applicable, any acceleration is rescinded);
and

(2) in case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived or 179 days after the date on
which the applicable Payment Blockage Notice is received, unless the
maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior
Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and
Liquidated Damages, if any, on the Notes that have come due have been
paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice.

If the Trustee or any Holder of the Notes receives a payment in respect of
the Notes (except in Permitted Junior Securities or from the trust described
under "--Legal Defeasance and Covenant Defeasance") when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee or the Holder has actual knowledge that the payment is
prohibited;

the Trustee or the Holder, as the case may be, shall hold the payment in trust
for the benefit of the holders of Senior Debt. Upon the proper written request
of the holders of Senior Debt, the Trustee or the Holder, as the case may be,
shall deliver the amounts in trust to the holders of Senior Debt or their
proper representative.

The Company must promptly notify holders of Senior Debt if payment of the
Notes is accelerated because of an Event of Default. Neither the Company nor
any Subsidiary Guarantor may make any payment with respect to the Notes or the
Subsidiary Guarantees until five Business Days after the holders of the Senior
Debt receive notice of such acceleration and, thereafter, may make payments
with respect to the Notes only if the subordination provisions of the Indenture
otherwise permit payment at the time.

As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of the Company or a Subsidiary
Guarantor, Holders of Notes may recover less ratably than creditors of such
entity who are holders of Senior Debt. See "Risk Factors--Your right to receive
payments on the Notes is junior to our and our guarantor subsidiaries' existing
indebtedness and possibly all of our and our guarantors subsidiaries' future
borrowings."

116

"Designated Senior Debt" means:

(1) any Indebtedness outstanding under or with respect to the Credit
Agreement (whether outstanding on the date of issuance of the Notes or
thereafter incurred), including fees, brokerage costs and related
Hedging Agreements; and

(2) after payment in full of all Obligations under the Credit Agreement,
any other Senior Debt permitted under the Indenture the principal
amount of which is $25.0 million or more and that has been designated
by the Company as "Designated Senior Debt."

"Permitted Junior Securities" means:

(1) Equity Interests in the Company or any Subsidiary Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt
securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Notes and the Subsidiary
Guarantees are subordinated to Senior Debt under the Indenture.

"Senior Debt" means:

(1) all Indebtedness of the Company or any Subsidiary Guarantor outstanding
under Credit Facilities and all Hedging Obligations with respect
thereto;

(2) any other Indebtedness of the Company or any Subsidiary Guarantor
permitted to be incurred under the terms of the Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides
that it is on a parity with or subordinated in right of payment to the
Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding
clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

(1) any liability for federal, state, local or other taxes owed or owing by
the Company;

(2) any Indebtedness of the Company or any Subsidiary Guarantor to any of
their Subsidiaries or other Affiliates (other than the Company or a
Subsidiary Guarantor);

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of the
Indenture.

Pledge With Respect to Texas Unwired

The Notes are secured by: (1) a pledge of LA Unwired's 80% partnership
interest in the Texas Unwired general partnership; and (2) a pledge of any
intercompany notes payable to LA Unwired by Texas Unwired.

LA Unwired has entered into a pledge agreement defining the terms of the
pledges that secure the Notes and the Obligations under the Credit Agreement.
These pledges secure payment and performance when due of all of the Obligations
of LA Unwired under the Credit Agreement and all Obligations of LA Unwired
under the Indenture and the Notes as provided in the pledge agreement.

The security interest created by the pledge agreement in favor of the
Trustee is junior to the security interest in favor of the Obligations under
the Credit Agreement. The pledge agreement

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provides that the agent under the Credit Agreement is entitled to control
virtually all decisions relating to the exercise of remedies under the pledge
agreement. As a result, the Holders of Notes will not be able to force a sale
of collateral or otherwise exercise many of the remedies available to a secured
creditor without the concurrence of the agent under the Credit Agreement. So
long as no event of default shall have occurred and be continuing, and subject
to certain terms and conditions, LA Unwired is entitled to receive all cash
dividends, interest and other payments made upon or with respect to the
collateral pledged by it and to exercise any voting and other consensual rights
pertaining to the collateral pledged by it. The pledge agreement will be
terminated and the pledges will be released if the partnership interests in
Texas Unwired are sold and the Net Proceeds from that sale are applied in
accordance with the terms of the covenant entitled "Assets Sales."

Optional Redemption

At any time prior to November 1, 2002, the Company may on any one or more
occasions redeem up to 35% of the originally issued aggregate principal amount
of Notes issued under the Indenture at a redemption price of 113 3/8% of the
Accreted Value thereof as of the redemption date, and Liquidated Damages, if
any, to the redemption date, with the net cash proceeds of one or more public
equity offerings; provided that:

(1) at least 65% of the aggregate principal amount of the Notes issued
under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and
its Subsidiaries); and

(2) the redemption must occur within 45 days of the date of the closing of
such public equity offering.

Except pursuant to the preceding paragraph, the Notes will not be redeemable
at the Company's option prior to November 1, 2004.

After November 1, 2004, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 1 of the years indicated below:

Year Percentage
---- ----------

2004........................................................... 106.688%
2005........................................................... 104.458%
2006........................................................... 102.229%
2007 and thereafter............................................ 100.000%

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption as follows:

(1) if the Notes are listed, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed;
or

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(2) if the Notes are not so listed, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate.

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days
before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion of
the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on
the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to a Change of
Control Offer on the terms set forth in the Indenture. In the Change of Control
Offer, the Company will offer a Change of Control Payment in cash equal to 101%
of the aggregate Accreted Value of the Notes on the date of purchase (if such
date of purchase is prior to November 1, 2004) or 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the date of purchase (if such date of
purchase is on or after November 1, 2004). Within ten days following any Change
of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the Change of Control Payment Date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures required by the
Indenture and described in such notice. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of the Indenture,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the Change of Control
provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent
lawful:

(1) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the Accreted Value (if
such date of purchase is prior to November 1, 2004) or the aggregate
principal amount of the Notes (if such date or purchase is on or after
November 1, 2004) or portions thereof being purchased by the Company.

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The Paying Agent will promptly mail to each Holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, the
Company will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this covenant. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of the Company and its
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Notes to require the Company to repurchase such Notes as a result of
a sale, lease, transfer, conveyance or other disposition of less than all of
the assets of the Company and its Subsidiaries taken as a whole to another
Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or
otherwise disposed of;

(2) such fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of the Board of Directors set
forth in an Officers' Certificate delivered to the Trustee; and

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(3) at least 75% of the consideration therefor received by the Company or
such Restricted Subsidiary is in the form of cash or Cash Equivalents.
For purposes of this provision, each of the following shall be deemed
to be cash:

(a) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet), of the Company or any
Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any
Subsidiary Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the
Company or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are
contemporaneously (subject to ordinary settlement periods) converted
by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received in that conversion).

Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit
Indebtedness to correspondingly reduce commitments with respect
thereto;

(2) to acquire all or substantially all of the assets of, or a majority of
the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a
Permitted Business.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will
make an Asset Sale offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of the Accreted Value (if such date of purchase is prior to November 1,
2004) and Liquidated Damages, if any, to the date of purchase, or 100% of the
principal amount (if such date of purchase is on or after November 1, 2004)
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount and/or Accreted Value, as the case may be, of Notes and such
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

121

The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

The agreements governing the Company's outstanding Senior Debt currently
prohibit the Company from purchasing any Notes, and also provides that certain
change of control or asset sale events with respect to the Company would
constitute a default under these agreements. Any future credit agreements or
other agreements relating to Senior Debt to which the Company becomes a party
may contain similar restrictions and provisions. In the event a Change of
Control or Asset Sale occurs at a time when the Company is prohibited from
purchasing Notes, the Company could seek the consent of its senior lenders to
the purchase of Notes or could attempt to refinance the borrowings that contain
such prohibition. If the Company does not obtain such a consent or repay such
borrowings, the Company will remain prohibited from purchasing Notes. In such
case, the Company's failure to purchase tendered Notes would constitute an
Event of Default under the Indenture which would, in turn, constitute a default
under such Senior Debt. In such circumstances, the subordination provisions in
the Indenture would likely restrict payments to the Holders of Notes.

Certain Covenants

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution
on account of the Company's or any of its Restricted Subsidiaries'
Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect
holders of the Company's or any of its Restricted Subsidiaries' Equity
Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company or a Restricted Subsidiary of
the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any
direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a
payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set
forth in clauses (1) through (4) above being collectively referred to
as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof;

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(2) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness (other
than Permitted Debt) pursuant to the test set forth in the first
paragraph of the covenant described below under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock"; and

(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of the Indenture is less than the sum,
without duplication, of:

(a) the amount determined by subtracting (x) 2.0 times the aggregate
Consolidated Interest Expense of the Company for the period (taken as
one accounting period) from December 31, 2002 to the last day of the
last full fiscal quarter prior to the date of the proposed Restricted
Payment (the "Computation Period") from (y) Operating Cash Flow of the
Company for the Computation Period, plus

(b) 100% of the aggregate net cash proceeds received by the Company since
the date of the Indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of the Company
(other than Disqualified Stock) or from the issue or sale of
convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted
into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of the Company), plus

(c) 50% of any dividends received by the Company or a Wholly Owned
Restricted Subsidiary after the date of the Indenture from LEC Unwired
or an Unrestricted Subsidiary of the Company, to the extent that such
dividends were not otherwise included in Consolidated Net Income of
the Company for such period, plus

(d) to the extent that any Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary after the date of the
Indenture, the lesser of (i) the fair market value of the Company's
Investment in such Subsidiary as of the date of such redesignation or
(ii) such fair market value as of the date on which such Subsidiary
was originally designated as an Unrestricted Subsidiary.

So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of its
declaration, if on the date of declaration such payment would have
complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition
of any subordinated Indebtedness of the Company or any Subsidiary
Guarantor or of any Equity Interests of the Company in exchange for, or
out of the net cash proceeds of the substantially concurrent sale
(other than to a Restricted Subsidiary of the Company) of, Equity
Interests of the Company (other than Disqualified Stock); provided that
the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (3)(b) of the preceding paragraph;

123

(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Restricted Subsidiary
with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of the Company
to the holders of its common Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value
of any Equity Interests of the Company or any Restricted Subsidiary of
the Company held by any member of the Company's (or any of its
Restricted Subsidiaries') management pursuant to any management equity
subscription agreement or stock option agreement in effect as of the
date of the Indenture; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests (i)
shall not exceed $2.0 million in any fiscal year and (ii) any unused
amount in any twelve-month period may be carried forward to one or more
future periods;

(6) payments not otherwise permitted by clauses (1) through (5) in an
amount not to exceed $10.0 million.

The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be
valued by this covenant shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $5.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Restricted Payments"
covenant were computed, together with a copy of any fairness opinion or
appraisal required by the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company will not issue any Disqualified Stock and will not permit any of its
Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Subsidiary Guarantors may incur Indebtedness
or issue preferred stock, if:

(1) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof; and

(2) the Company's Annualized Operating Cash Flow Ratio after giving effect
to the incurrence of the Indebtedness would have been less than the
ratios set forth below for the calendar year periods indicated:

For the Period Ratio
-------------- -----

1999-2005........................................................... 7.0x
2006 and after...................................................... 6.0x

124

The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

(1) the incurrence by the Company of revolving credit Indebtedness and
letters of credit under the Credit Agreement in an aggregate principal
amount at any one time outstanding under this clause (1) (with letters
of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Restricted Subsidiaries
thereunder) not to exceed $150.0 million less the aggregate amount of
all Net Proceeds of Asset Sales applied by the Company to repay
Indebtedness under the Credit Agreement and effect a corresponding
commitment reduction thereunder pursuant to the covenant described
above under the caption "--Repurchase at the Option of Holders--Asset
Sales";

(2) the incurrence by the Company and the Subsidiary Guarantors of
Permitted Acquisition Indebtedness;

(3) the incurrence by the Company and its Restricted Subsidiaries of the
Existing Indebtedness;

(4) the incurrence by the Company and the Subsidiary Guarantors of
Indebtedness represented by the Notes and the related Subsidiary
Guarantees to be issued on the date of the Indenture and the Exchange
Notes and the related Subsidiary Guarantees to be issued pursuant to
the Registration Rights Agreement;

(5) the incurrence by the Company or any of its Subsidiary Guarantors of
Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for
the purpose of financing all or any part of the purchase price or cost
of construction or improvement of property, plant or equipment used in
the business of the Company or such Subsidiary Guarantor, in an
aggregate principal amount, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness
incurred pursuant to this clause (5), not to exceed $5.0 million at any
time outstanding;

(6) the incurrence by the Company or any of its Subsidiary Guarantors of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds
of which are used to refund, refinance or replace Indebtedness (other
than intercompany Indebtedness) that was permitted by the Indenture to
be incurred under the first paragraph of this covenant or clauses (3)
or (4) of this paragraph;

(7) the incurrence by the Company or any of its Subsidiary Guarantors of
intercompany Indebtedness between or among the Company and any of its
Subsidiary Guarantors; provided, however, that:

(a) if the Company or any Subsidiary Guarantor is the obligor on such
Indebtedness, such Indebtedness must be unsecured and expressly
subordinated to the prior payment in full in cash of all Obligations
with respect to the Notes, in the case of the Company, or the
Subsidiary Guarantee, in the case of a Subsidiary Guarantor; an d

(b) (i) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than the
Company or a Subsidiary Guarantor and (ii) any sale or other transfer
of any such Indebtedness to a Person that is not either the Company or
a Subsidiary Guarantor; shall be deemed, in each case, to constitute
an incurrence of such Indebtedness by the Company or such Subsidiary
Guarantor, as the case may be, that was not permitted by this clause
(7);

125

(8) the incurrence by the Company or any of the Subsidiary Guarantors of
additional Indebtedness in an aggregate principal amount (or accreted
value, as applicable) at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (8), not to exceed $50.0
million;

(9) the incurrence by the Company or any of Subsidiary Guarantors of Hedging
Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of the Indenture to be outstanding;

(10) the Guarantee by the Company or any of the Subsidiary Guarantors of
Indebtedness of the Company or the Subsidiary Guarantors that was
permitted to be incurred by another provision of this covenant;

(11) the accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock; and

(12) the incurrence by LEC Unwired or by the Company's Unrestricted
Subsidiaries of Non-Recourse Debt, provided, however, that if any such
Indebtedness ceases to be Non-Recourse Debt of LEC Unwired or of an
Unrestricted Subsidiary, such event shall be deemed to constitute an
incurrence of Indebtedness by a Restricted Subsidiary of the Company
that was not permitted by this clause (12).

For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (12) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, the Company will
be permitted to classify such item of Indebtedness on the date of its
incurrence in any manner that complies with this covenant. Indebtedness under
the US Unwired Credit Agreement outstanding on the date on which Notes are
first issued and authenticated under the Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt.

No Senior Subordinated Debt

The Company will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Subsidiary Guarantor will incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to the Senior Debt of such Subsidiary
Guarantor and senior in any respect in right of payment to such Subsidiary
Guarantor's Subsidiary Guarantee.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, assume or suffer to exist any Lien
of any kind securing Indebtedness or trade payables on any asset now owned or
hereafter acquired, except Permitted Liens.

126

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any Subsidiary Guarantor to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary
Guarantor to:

(1) pay dividends or make any other distributions on its Capital Stock to
the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or
pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

(1) Existing Indebtedness as in effect on the date of the Indenture and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as
a whole, with respect to such dividend and other payment restrictions than
those contained in such Existing Indebtedness, as in effect on the date of
the Indenture;

(2) the Indenture, the Notes and the Subsidiary Guarantees;

(3) applicable law;

(4) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such
Indebtedness was incurred in connection with or in contemplation of
such acquisition), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired,
provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of the Indenture to be incurred;

(5) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;

(6) purchase money obligations for property acquired in the ordinary course
of business that impose restrictions on the property so acquired of the
nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being
refinanced;

(9) Permitted Liens that limit the right of the Company or any of its
Restricted Subsidiaries to dispose of the assets subject to such
Permitted Lien;

127

(10) provisions with respect to the disposition or distribution of assets
or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business; and

(11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default; provided
that in no event shall the business currently operated by US Unwired, Unwired
Telecom or LA Unwired be transferred to or held by an Unrestricted Subsidiary.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary so designated will be deemed
to be an Investment made as of the time of such designation and will either
reduce the amount available for Restricted Payments under the first paragraph
of the covenant described above under the caption "--Restricted Payments" or
reduce the amount available for future Investments under one or more clauses of
the definition of Permitted Investments, as the Company shall determine. That
designation will only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

Merger, Consolidation or Sale of Assets

The Company may not, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or
other disposition shall have been made is a corporation organized or
existing under the laws of the United States, any state thereof or the
District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made assumes
all the obligations of the Company under the Notes, the Indenture and
the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default
exists; and

(4) the Company or the Person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been
made:

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(a) will have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction; and

(b) will, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Annualized Operating Cash Flow Ratio test set forth in the
first paragraph of the covenant described above under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock."

The sale of the Company's PCS business shall be deemed a sale of
substantially all of the assets of the Company for the purposes of this
covenant. In addition, the Company, Unwired Telecom and LA Unwired may not,
directly or indirectly, lease all or substantially all of their properties or
assets, in one or more related transactions, to any other Person.

This "Merger, Consolidation or Sale of Assets" covenant will not apply to a
sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would
have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$1.0 million, a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has
been approved by a majority of the disinterested members of the Board
of Directors; and

(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, an opinion as to the fairness to the holders of such
Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business;

129

(2) transactions between or among the Company and/or its Restricted
Subsidiaries;

(3) transactions with a Person that is an Affiliate of the Company solely
because the Company owns an Equity Interest in such Person;

(4) payment of reasonable directors fees to Persons who are not otherwise
Affiliates of the Company;

(5) sales of Equity Interests (other than Disqualified Stock) to Affiliates
of the Company; and

(6) Restricted Payments that are permitted by the provisions of the
Indenture described above under the caption "--Restricted Payments."

The following items shall be deemed Affiliate Transactions, but shall not be
subject to the fairness opinion provisions in paragraph (2)(b) above:

(1) transactions involving the leasing or sharing or other use by the Company
or any Restricted Subsidiary of communication network facilities, including,
without limitation, cable or other fiber lines, equipment of transmission
capacity, of any Affiliate of the Company (such Affiliate being a "Related
Party") on terms that are no less favorable, when taken as a whole, to the
Company or such Restricted Subsidiary, as applicable, than those available from
such Related Party to unaffiliated third parties;

(2) transactions involving the provision of telecommunication services,
including billing and related back-office support, by a Related Party in the
ordinary course of business to the Company or any Restricted Subsidiary, or by
the Company or any Restricted Subsidiary to a Related Party, on terms that are
no less favorable, when taken as a whole, to the Company or such Restricted
Subsidiary, as applicable, than those available from such Related Party to
unaffiliated third parties; and

(3) any sales agency agreement pursuant to which an Affiliate has the right to
market any or all of the products or services of the Company or any of the
Restricted Subsidiaries.

Additional Subsidiary Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates
another Restricted Subsidiary after the date of the Indenture, then that newly
acquired or created Restricted Subsidiary must become a Subsidiary Guarantor
and execute a supplemental indenture satisfactory to the Trustee within 10
Business Days of the date on which it was acquired or created.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken
as a whole.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for
the benefit of any Holder of Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of the Indenture or the
Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame
set forth in the solicitation documents relating to such consent, waiver or
agreement.

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Reports

Whether or not required by the Commission, so long as any Notes are
outstanding, the Company will furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations:

(1) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information
only, a report on the annual financial statements by the Company's
certified independent accountants; and

(2) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such
reports.

If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

In addition, following the consummation of this exchange offer, whether or
not required by the Commission, the Company will file a copy of all of the
information and reports referred to in clauses (1) and (2) above with the
Commission for public availability within the time periods specified in the
Commission's rules and regulations (unless the Commission will not accept such
a filing) and make such information available to securities analysts and
prospective investors upon request. In addition, the Company and the Subsidiary
Guarantors have agreed that, for so long as any Notes remain outstanding, it
they will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes whether or not prohibited
by the subordination provisions of the Indenture;

(2) default in payment when due of the principal of, or premium, if any, on
the Notes whether or not prohibited by the subordination provisions of
the Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to comply
with the provisions described under the captions "--Repurchase at the
Option of Holders--Change of Control," "--Repurchase at the Option of
Holders--Asset Sales," "--Certain Covenants--Restricted Payments," "--
Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock" or "--Certain Covenants--Merger, Consolidation or Sale of
Assets;"

131

(4) failure by the Company or any of its Subsidiaries for 60 days after
notice to comply with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries other than LEC Unwired (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries other
than LEC Unwired ) whether such Indebtedness or Subsidiary Guarantee
now exists, or is created after the date of the Indenture, if that
default:

(a) is caused by a failure to pay principal of, or interest or premium, if
any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment
Default"); or

(b) results in the acceleration of such Indebtedness prior to its express
maturity, and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $5.0 million or
more;

(6) failure by the Company or any of its Restricted Subsidiaries other than
LEC Unwired to pay final judgments aggregating in excess of $5.0
million, which judgments are not paid, discharged or stayed for a
period of 60 days;

(7) except as permitted by the Indenture, any Subsidiary Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Subsidiary
Guarantor, or any Person acting on behalf of any Subsidiary Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee;
and

(8) certain events of bankruptcy or insolvency with respect to the Company or
any of its Restricted Subsidiaries other than LEC Unwired.

In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to the Company, any Restricted Subsidiary other
than LEC Unwired that is a Significant Subsidiary or any group of Restricted
Subsidiaries other than LEC Unwired that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest or Liquidated Damages) if it determines that withholding notice is in
their interest.

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event

132

of Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest or Liquidated Damages on, or the
principal of, the Notes.

In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs prior to
November 1, 2004, by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to November 1, 2004, then the
premium specified in the Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company
or any Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or the Subsidiary Guarantors under the Notes, the
Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes and all
obligations of the Subsidiary Guarantors discharged with respect to their
Subsidiary Guarantees ("Legal Defeasance") except for:

(1) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, or interest or premium and Liquidated Damages, if
any, on such Notes when such payments are due from the trust referred to below;

(2) the Company's obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and
the Company's and the Subsidiary Guarantor's obligations in connection
therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company and the Subsidiary Guarantors released with
respect to certain covenants that are described

133

in the Indenture ("Covenant Defeasance") and thereafter any omission to comply
with those covenants shall not constitute a Default or Event of Default with
respect to the Notes. In the event Covenant Defeasance occurs, certain events
(not including non-payment, bankruptcy, receivership, rehabilitation and
insolvency events) described under "Events of Default" will no longer
constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Notes, cash in U.S. dollars, non-
callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal
of, or interest and premium and Liquidated Damages, if any, on the
outstanding Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular
redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (b) since the
date of the Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal
Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing
either: (a) on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such
deposit); or (b) or insofar as Events of Default from bankruptcy or
insolvency events are concerned, at any time in the period ending on
the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material
agreement or instrument (other than the Indenture) to which the Company
or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;

(6) the Company must have delivered to the Trustee an Opinion of Counsel to
the effect that, assuming no intervening bankruptcy of the Company or
any Subsidiary Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an "insider" of
the Company under applicable bankruptcy law, after the 91st day
following

134

the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

(7) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and

(8) the Company must deliver to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating
to the Legal Defeasance or the Covenant Defeasance have been complied
with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the Indenture or
the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other
than provisions relating to the covenants described above under the
caption "--Repurchase at the Option of Holders");

(3) reduce the rate of or change the time for payment of interest on any
Note;

(4) waive a Default or Event of Default in the payment of principal of, or
interest or premium, or Liquidated Damages, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers
of past Defaults or the rights of Holders of Notes to receive payments
of principal of, or interest or premium or Liquidated Damages, if any,
on the Notes;

(7) waive a redemption payment with respect to any Note (other than a
payment required by one of the covenants described above under the
caption "--Repurchase at the Option of Holders"); or

(8) make any change in the preceding amendment and waiver provisions.

135

Notwithstanding the preceding, without the consent of any Holder of Notes,
the Company, the Subsidiary Guarantors and the Trustee may amend or supplement
the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

(3) to provide for the assumption of the Company's obligations to Holders
of Notes in the case of a merger or consolidation or sale of all or
substantially all of the Company's assets;

(4) to make any change that would provide any additional rights or benefits
to the Holders of Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder; or

(5) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture
Act.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Subsidiary
Guarantor, the Indenture limits its right to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage in
other transactions; however, if it acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the Commission for permission
to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

"Accreted Value" means, for each $1,000 face amount of Notes, as of any date
of determination prior to November 1, 2004, the sum of:

(1) the initial offering price of each Note; and

(2) that portion of the excess of the principal amount of each Note over
such initial offering price which shall have been accreted thereon
through such date, such amount to be so accreted on a daily basis and
compounded semi-annually on each May 1 and November 1 at the rate of 13
3/8% per year from the date of issuance of the Notes through the date
of determination.

136

The Accreted Value of any Note on or after November 1, 2004 shall be 100% of
the principal amount thereof.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person
is merged with or into or became a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person shall be deemed to be control. For purposes of
this definition, the terms "controlling," "controlled by" and "under common
control with" shall have correlative meanings.

"Annualized Operating Cash Flow" on any date, means with respect to any
Person the Operating Cash Flow for the Reference Period multiplied by four.

"Annualized Operating Cash Flow Ratio" on any date (the "Transaction Date")
means, with respect to any Person and its Restricted Subsidiaries, the ratio
of:

(1) consolidated Indebtedness of such Person and its Restricted
Subsidiaries (other than LEC Unwired) on the Transaction Date (after
giving pro forma effect to the Incurrence of such Indebtedness) divided
by

(2) the aggregate amount of Annualized Operating Cash Flow of such Person
(determined on a pro forma basis after giving effect to all
dispositions of businesses made by such Person and its Restricted
Subsidiaries from the beginning of the Reference Period through the
Transaction Date as if such disposition has occurred at the beginning
of such Reference Period);

provided, that for purposes of such computation, in calculating Annualized
Operating Cash Flow and consolidated Indebtedness:

(1) the transaction giving rise to the need to calculate the Annualized
Operating Cash Flow Ratio will be assumed to have occurred (on a pro
forma basis) on the first day of the Reference Period;

(2) the incurrence of any Indebtedness during the Reference Period or
subsequent thereto and on or prior to the Transaction Date (and the
application of the proceeds therefrom to the extent used to retire
Indebtedness) will be assumed to have occurred (on a pro forma basis)
on the first day of such Reference Period;

(3) Consolidated Interest Expense attributable to any Indebtedness (whether
existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the Transaction Date had been the
applicable rate for the entire period; and

137

(4) all members of the consolidated group of such Person on the Transaction
Date that were acquired during the Reference Period shall be deemed to
be members of the consolidated group of such Person for the entire
Reference Period.

"Asset Sale" means:

(1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory in the ordinary course of
business consistent with past practices; provided that the sale,
conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole
will be governed by the provisions of the Indenture described above
under the caption "--Repurchase at the Option of Holders--Change of
Control" and/or the provisions described above under the caption "--
Certain Covenants--Merger, Consolidation or Sale of Assets" and not by
the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of the Company's Restricted
Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

(1) any single transaction or series of related transactions that involves
assets having a fair market value of less than $1.0 million;

(2) a transfer of assets to the Company or to any of its Restricted
Subsidiaries that are at least 90%-owned by the Company (other than LEC
Unwired);

(3) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary that is at least 90%-owned
by the Company (other than LEC Unwired);

(4) the sale or lease of equipment, inventory, accounts receivable or other
assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents; and

(6) a Restricted Payment or Permitted Investment that is permitted by the
covenant described above under the caption "--Certain Covenants--
Restricted Payments."

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

"Board of Directors" means:

(1) with respect to a corporation, the board of directors of the
corporation;

(2) with respect to a partnership, the Board of Directors of the general
partner of the partnership; and

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(3) with respect to any other Person, the board or committee of such Person
serving a similar function.

"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however
designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership
or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

"Cash Equivalents" means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof
having maturities of not more than 12 months from the date of
acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of
six months or less from the date of acquisition, bankers' acceptances
with maturities not exceeding six months and overnight bank deposits,
in each case, with any lender party to the Credit Agreement or with any
domestic commercial bank having capital and surplus in excess of $500.0
million and a Thomson Bank Watch Rating of "B" or better;

(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3)
above entered into with any financial institution meeting the
qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Rating Services and in
each case maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (5) of this
definition.

"Change of Control" means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole
to any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) other than the Principal or a Related Party of the
Principal;

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(2) the adoption of a plan relating to the liquidation or dissolution of
the Company;

(3) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as
defined above), other than the Principal and any Related Parties of the
Principal, becomes the Beneficial Owner, directly or indirectly, of
more than 35% of the Voting Stock of the Company, measured by voting
power rather than number of shares; or

(4) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; provided,
however, that changes in specific representatives of existing investors
that are entitled to nominate board representatives shall be excluded
from consideration for purposes of this clause (4).

"Consolidated Interest Expense" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:

(1) interest expensed or capitalized, paid, accrued, or scheduled to be
paid or accrued (including interest attributable to Capitalized Lease
Obligations) of such Person and its Restricted Subsidiaries (other than
LEC Unwired) during such period, on a consolidated basis, including:

(a) original issue discount and non-cash interest payments or accruals
on any Indebtedness;

(b) the interest portion of all deferred payment obligations; and

(c) all commissions, discounts and other fees and charges owed with
respect to bankers' acceptances and letters of credit financings and
currency and Hedging Obligations, in each case to the extent
attributable to such period; plus

(2) the amount of dividends accrued or payable by such Person or any of its
consolidated Subsidiaries in respect of Preferred Stock (other than by
Restricted Subsidiaries (other than LEC Unwired) of such Person to such
Person or such Person's Wholly Owned Subsidiaries).

For purposes of this definition:

(1) interest on a Capitalized Lease Obligation shall be deemed to accrue at
an interest rate reasonably determined by the Company to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance
with GAAP; and

(2) interest expense attributable to any Indebtedness represented by the
guaranty by such Person or a Subsidiary of such Person or an obligation
of another Person shall be deemed to be the interest expense
attributable to the Indebtedness guaranteed.

"Consolidated Net Income" of any Person for any period means the aggregate
of the net income (or loss) of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP,
adjusted to exclude (only to the extent included in computing such net income
(or loss)), and without duplication:

(1) all extraordinary gains and losses and gains and losses that are
nonrecurring (including as a result of Asset Sales outside the ordinary
course of business);

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(2) the net income or loss of LEC Unwired or of any Unrestricted Subsidiary
or any Person that is not a Restricted Subsidiary in which such Person
or any of its Restricted Subsidiaries has an interest;

(3) except as provided in the definition of "Annualized Operating Cash Flow
Ratio," the net income (or loss) of any Subsidiary acquired in a
pooling of interests transaction for any period prior to the date of
such acquisition; and

(4) the net income, (but not loss), of any Subsidiary of such Person to the
extent that the declaration or payment of dividends or similar
distributions is not at the time permitted by operation of the terms of
its charter or any agreement or instrument applicable to such
Subsidiary.

"Consolidated Net Worth" means, with respect to any specified Person as of
any date, the sum of:

(1) the consolidated equity of the common stockholders of such Person and
its Restricted Subsidiaries (other than LEC Unwired) as of such date;
plus

(2) the respective amounts reported on such Person's balance sheet as of
such date with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of
net earnings in respect of the year of such declaration and payment,
but only to the extent of any cash received by such Person upon
issuance of such preferred stock.

"Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of the Indenture;
or

(2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members
of such Board at the time of such nomination or election.

"Credit Agreement" means that certain Credit Agreement, dated as of October
1, 1999, by and among the Company and CoBank, ACB, as Administrative Agent and
a lender; The Bank of New York, a Documentation Agent and a lender; BNY Capital
Markets, Inc., a Co-Arranger; First Union Securities, Inc., a Syndication Agent
and a Co-Arranger; First Union National Bank, a lender; and the other lenders
party thereto, providing for up to $130.0 million of term and revolving credit
borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, modified, renewed, refunded, replaced or refinanced from time to
time.

"Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

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"Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale shall
not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant
to such provisions unless such repurchase or redemption complies with the
covenant described above under the caption "--Certain Covenants--Restricted
Payments."

"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the Indenture, until such amounts are repaid.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of the Indenture.

"Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, issued in accordance with
certain sections of the Indenture.

"Guarantee" means a Guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

"Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.

"Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent, in respect of:

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(1) borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof);

(3) banker's acceptances;

(4) representing Capital Lease Obligations;

(5) the balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or trade
payable; or

(6) representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the
Subsidiary Guarantee by the specified Person of any indebtedness of any other
Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued with
original issue discount; and

(2) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.

"Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the
forms of loans (including Subsidiary Guarantees or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of the covenant described above under the
caption "--Certain Covenants--Restricted Payments." The acquisition by the
Company or any Restricted Subsidiary of the Company of a Person that holds an
Investment in a third Person shall be deemed to be an Investment by the
Company or such Restricted Subsidiary in such third Person in an amount equal
to the fair market value of the Investment held by the acquired Person in such
third Person in an amount determined as provided in the final paragraph of the
covenant described above under the caption "--Certain Covenants--Restricted
Payments."

"Issue Date" means the time and date of the first issuance of the Notes
under the Indenture.

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"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Net Pops" of any Person with respect to any system means the Pops of the
MSA or RSA served by such system multiplied by the direct and/or indirect
percentage interest of such Person in the entity licensed or designated to
receive an authorization by the Federal Communications Commission to construct
or operate a system in that MSA or RSA.

"Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in
each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Senior Debt, secured by a Lien on the
asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

"Non-Recourse Debt" means Indebtedness:

(1) as to which neither the Company nor any Subsidiary Guarantor (a)
provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is
directly or indirectly liable as a Subsidiary Guarantor or otherwise,
or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders
thereof may have to take enforcement action against LEC Unwired or an
Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness (other than the Notes) of the
Company or any Subsidiary Guarantor to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any
Subsidiary Guarantor.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"Operating Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

(1) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries (other than LEC Unwired) for such period, to
the extent that such provision for taxes was deducted in computing such
Consolidated Net Income; plus

144

(2) consolidated interest expense of such Person and its Restricted
Subsidiaries (other than LEC Unwired) for such period, whether paid or
accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-
cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net of the effect of all payments made or received
pursuant to Hedging Obligations), to the extent that any such expense
was deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) and other non-cash expenses
(excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period)
of such Person and its Restricted Subsidiaries (other than LEC Unwired)
for such period to the extent that such depreciation, amortization and
other non-cash expenses were deducted in computing such Consolidated
Net Income; minus

(4) the amount of all cash payments made during such period by such Person
and its Restricted Subsidiaries (other than LEC Unwired) to the extent
such payments relate to non-cash items increasing such Consolidated Net
Income for such period, other than the accrual of revenue in the
ordinary course of business, in each case, on a consolidated basis and
determined in accordance with GAAP; minus

(5) any extraordinary gain (but not loss) of such Person and its Restricted
Subsidiaries (other than LEC Unwired) during such period, together with
any related provision for taxes on such extraordinary gain (but not
loss) to the extent such gains increased Consolidated Net Income.

Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company (other than LEC Unwired)
shall be added to Consolidated Net Income to compute Consolidated Cash Flow of
the Company only to the extent that a corresponding amount would be permitted
at the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior governmental approval (that has not been obtained),
and without direct or indirect restriction pursuant to the terms of its charter
and all agreements, instruments, judgments, decrees, orders, statutes, rules
and governmental regulations applicable to that Restricted Subsidiary or its
stockholders.

"Permitted Acquisition Indebtedness" means,with respect to any Person,
Indebtedness incurred in connection with the acquisition of property,
businesses or assets which, or Capital Stock of a Person all or substantially
all of whose assets, are of a type generally used in a Permitted Business;
provided that, in the case of the Company or its Restricted Subsidiaries, as
applicable, (1) the Company's Annualized Operating Cash Flow Ratio, after
giving effect to such acquisition and such Incurrence on a pro forma basis, is
no greater than such ratio prior to giving pro forma effect to such

145

acquisition and such Incurrence, (2) the Company's consolidated Indebtedness,
divided by the Net Pops of the Company and its Restricted Subsidiaries in each
case giving pro form effect to the acquisition and such Incurrence, does not
exceed $50, (3) the Company's consolidated Indebtedness divided by the Net Pops
of the Company and its Restricted Subsidiaries does not increase as a result of
the acquisition and such Incurrence and (4) after giving effect to such
acquisition and such Incurrence the acquired property, businesses or assets or
such Capital Stock is owned directly by the Company or a Wholly Owned
Restricted Subsidiary of the Company.

"Permitted Business" means any business primarily involved in the ownership,
design, construction, development, acquisition, installation, management or
provision of wireless communications systems, including any business conducted
by US Unwired or any Restricted Subsidiary on the Closing Date.

"Permitted Investments" means:

(1) any Investment in a Restricted Subsidiary of the Company that is at
least 90%-owned by the Company (other than LEC Unwired);

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company that is
at least 90%-owned by the Company (other than LEC Unwired); or

(b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company
that is at least 90%-owned by the Company (other than LEC Unwired);

(4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with the covenant described above under the caption "--
Repurchase at the Option of Holders--Asset Sales";

(5) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company;

(6) Hedging Obligations; and

(7) Permitted Texas Unwired Investments.

"Permitted Liens" means:

(1) Liens securing the Credit Facilities permitted by the Indenture to be
incurred;

(2) Liens in favor of the Company or the Subsidiary Guarantor (other than
with respect to intercompany Indebtedness);

(3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company or any Subsidiary
of the Company; provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with
the Company or the Subsidiary;

146

(4) Liens on property existing at the time of acquisition thereof by the
Company or any Subsidiary of the Company, provided that such Liens were
in existence prior to the contemplation of such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (5) of the second paragraph of the covenant entitled
"--Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock" covering only the assets acquired with such
Indebtedness;

(7) Liens existing on the date of the Indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor; and

(9) Liens incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to obligations that do not exceed
$2.0 million at any one time outstanding;

(10) Liens securing Non-Recourse Debt of LEC Unwired; and

(11) Liens securing Indebtedness, in an aggregate amount not to exceed $7.0
million, permitted by clause (8) of the second paragraph of the
covenant entitled "--Certain Covenants--Incurrence of Indebtedness and
Issuance of Preferred Stock" for the purpose of financing the
construction or acquisition of a headquarters building and associated
rights in real estate and covering only the assets acquired with such
Indebtedness.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries (other than intercompany
Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued
interest thereon and the amount of all expenses and premiums incurred in
connection therewith, including any market premium required to repurchase
such Indebtedness in a transaction where the repurchase price does not
exceed the fair market value of such Indebtedness);

(2) such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded;

147

(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and is subordinated in right of
payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and

(4) such Indebtedness is incurred either by the Company or by the
Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

"Permitted Texas Unwired Investments" means the initial contribution of the
customer base, assets and rights and obligations related to the Beaumont-Port
Arthur and Lufkin-Nacagdoches markets to Texas Unwired and the extension of an
intercompany loan by the Company of up to $20.0 million to Texas Unwired.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

"Pops" means the estimate of the population of a Metropolitan Statistical
Area ("MSA") or Rural Service Area ("RSA") as derived from the most recent
Donnelly Market Service or if such statistics are no longer printed in the
Donnelly Market Service or the Donnelly Market Service is no longer published,
the most recent Rand McNally Commercial Atlas or if such statistics are no
longer printed in the Rand McNally Commercial Atlas or the Rand McNally
Commercial Atlas is no longer published, such other nationally recognized
source of such information.

"Principal" means William Henning, Sr.

"Reference Period" with regard to any Person means the last full fiscal
quarter of such Person for which financial information (which the Company shall
use its best efforts to compile in a timely manner) in respect thereof is
available ended on or immediately preceding any date upon which any
determination is to be made pursuant to the terms of the Notes or the
Indenture.

"Related Party" means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of the
Principal; or

(2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80%
or more controlling interest of which consist of the Principal and/or
such other Persons referred to in the immediately preceding clause (1).

"Restricted Investment" means an Investment other than a Permitted
Investment.

"Restricted Subsidiary" of Persons means any Subsidiary of the referenced
Persons that is not an Unrestricted Subsidiary.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

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"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person (or a combination
thereof); and

(2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

"Subsidiary Guarantors" means each of:

(1) LA Unwired, LLC;

(2) Unwired Telecom; and

(3) any other Subsidiary that executes a Subsidiary Guarantee in accordance
with the provisions of the Indenture;

and their respective successors and assigns.

"Unrestricted Subsidiary" means any Subsidiary of the Company (other than LA
Unwired and Unwired Telecom or any successor to any of them) that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary of the Company unless the
terms of any such agreement, contract, arrangement or understanding are
no less favorable to the Company or such Restricted Subsidiary than
those that might be obtained at the time from Persons who are not
Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or
preserve such Person's financial condition or to cause such Person to
achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries and has at least one executive officer that is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries.

149

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee a certified copy
of the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the preceding
conditions and was permitted by the covenant described above under the caption
"--Certain Covenants--Restricted Payments." If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of the Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
the covenant described under the caption "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock," the Company shall be in default
of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1)
such Indebtedness is permitted under the covenant described under the caption
"--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock," and (2) no Default or Event of Default would be in existence following
such designation.

"Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each
then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such
payment; by

(2) the then outstanding principal amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

Book-Entry, Delivery and Form

Depository Procedures

DTC has advised the Company that DTC is a limited-purpose trust company
created to hold securities for its participating organizations (collectively,
the "Direct Participants") and to facilitate the clearance and settlement of
transactions in those securities between Direct Participants through electronic
book-entry changes in accounts of Direct Participants. The Direct Participants
include securities brokers and dealers (including the initial purchasers of the
existing notes), banks, trust companies, clearing corporations and certain
other organizations. Access to DTC's system is also available to other

150

entities that clear through or maintain a direct or indirect custodial
relationship with a Direct Participant (collectively, the "Indirect
Participants"). Persons who are not Direct Participants may beneficially own
securities held by or on behalf of DTC only through the Direct Participants or
Indirect Participants. The beneficial ownership interest and transfer of
beneficial ownership interest of each actual purchaser of each security held by
or on behalf of DTC are recorded on the records of the Direct Participants and
Indirect Participants.

The exchange notes will initially be represented by one or more permanent
Global Notes in definitive, fully registered book-entry form that will be
registered in the name of Cede & Co., as nominee of DTC. The Global Notes will
be deposited with a custodian for DTC for credit to the respective accounts of
the acquirors of the exchange notes or to the other accounts as the acquirors
may direct at DTC.

DTC has also advised the Company that pursuant to procedures established by
it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of
Direct Participants with portions of the principal amount of Global
Notes; and

(2) ownership of such interests in the Global Notes will be shown on, and
the transfer ownership thereof will be effected only through, records
maintained by DTC (with respect to Direct Participants) or by Direct
Participants and the Indirect Participants (with respect to other
beneficial owners of interests in the Global Notes).

Investors in the Global Notes may hold their interests therein directly
through DTC or indirectly through organizations such as Euroclear and CEDEL.
All interests in a Global Note, including those held through Euroclear or
CEDEL, may be subject to the procedures and requirements of DTC. Those
interests held by Euroclear or CEDEL may also be subject to the procedures and
requirements of such systems. The Euroclear System is a clearance and
settlement system for international securities and operated by the Brussels
office of Morgan Guaranty Trust Company of New York. CEDEL International clears
and settles securities transactions in the Eurobond market.

The laws of some states require that certain persons take physical delivery
in definitive, certificated form of securities they own. This may limit or
curtail the ability to transfer a beneficial interest in a Global Note to such
persons. Because DTC can act only on behalf of Direct Participants, which in
turn act on behalf of Indirect Participants and others, the ability of a person
having a beneficial interest in a Global Note to pledge such interest to
persons or entities that are not Direct Participants in DTC, or to otherwise
take actions in respect of such interests, may be affected by the lack of
physical certificate evidencing such interests. For certain other restrictions
on the transferability of the Notes, see "--Book-Entry, Delivery and Form--
Transfer of Interests in Global Notes for Certificated Notes" and "--Book-
Entry, Delivery and Form--Exchanges of Global Notes."

Except as described in "--Transfer of Interests in Global Notes for
Certificated Notes," beneficial owners of interests in the Global Notes will
not have Notes registered in their names, will not receive physical delivery of
Notes in certificated form and will not be considered the holders thereof under
the Indenture for any purpose.

Under the terms of the Indenture, the Company and the Trustee will treat the
persons in whose names the Notes are registered (and not holders of book-entry
interests in the Notes or other

151

beneficial owners) as the owners thereof for the purpose of receiving payments
in respect of the principal and premium, if any, and interest on the Notes and
for any and all other purposes whatsoever, except for certain purposes of the
exchange offer, as discussed in this prospectus. Payments in respect of the
principal and premium, if any, and interest on Global Notes registered in the
name of DTC or its nominee will be payable by the Trustee to DTC or its nominee
as the registered holder under the Indenture. Consequently, neither the
Company, nor the Trustee nor any agent of the Company or the Trustee has or
will have any responsibility or liability for:

(1) any aspect of DTC's records or any Direct Participant's or Indirect
Participant's records relating to, or payments made on account of,
beneficial ownership interests in the Global Notes or for maintaining,
supervising or reviewing any of DTC's records or any Direct
Participant's or Indirect Participant's records relating to the
beneficial ownership interests in any Global Note, or

(2) any other matter relating to the actions and practices of DTC or any of
its Direct Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any
payment in respect of securities such as the Notes, is to credit the accounts
of the relevant Direct Participants with the payment on the payment date, in
amounts proportionate to such Direct Participants' respective ownership
interests in the Global Notes as shown on DTC's records. Payments by Direct
Participants and Indirect Participants to the beneficial owners of Notes will
be governed by standing instructions and customary practices between them and
will not be the responsibility of DTC, the Trustee or the Company. Neither the
Company nor the Trustee will be liable for any delay by DTC or its Direct
Participants in identifying the beneficial owners of the Notes, and the Company
and the Trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee as the registered owner of the Notes for
all purposes.

The Global Notes will trade in DTC's Same-Day Funds Settlement System and
therefore, transfers between Direct Participants in DTC will be effected in
accordance with DTC's procedures, and will be settled in immediately available
funds. Transfers between Indirect Participants who hold interests in the Notes
through Euroclear and CEDEL will be effected in the ordinary way in accordance
with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes
described herein, cross-market transfers between Direct Participants in DTC, on
the one hand, and Indirect Participants, who hold interests in the Notes
through Euroclear and CEDEL, on the other hand, will be effected by Euroclear's
or CEDEL's respective nominee through DTC in accordance with DTC's rules on
behalf of Euroclear or CEDEL; however, delivery of instructions relating to
cross-market transactions must be made directly to Euroclear or CEDEL, as the
case may be, by the counterparty in accordance with the rules and procedures of
Euroclear or CEDEL and within their established deadlines (Brussels time for
Euroclear and UK time for CEDEL). Euroclear or CEDEL, as the case may be, will,
if the transaction meets its settlement requirements, deliver instructions to
its depositary to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant Global Note in DTC, and
making or receiving payment in accordance with normal procedures for same-day
fund settlement applicable to DTC. Euroclear Participants and CEDEL
Participants may not deliver instructions directly to the depositaries for
Euroclear or CEDEL.

152

Because of time zone differences, the securities accounts of an Indirect
Participant who holds interests in the Notes through Euroclear or CEDEL
purchasing an interest in a Global Note from a Direct Participant in DTC will
be credited, and any such crediting will be reported to Euroclear or CEDEL
during the European business day immediately following the settlement date of
DTC in New York. Although transactions will be recorded in DTC's accounting
records as of DTC's settlement date in New York, Euroclear and CEDEL customers
will not have access to the cash amount credited to their accounts as a result
of a sale of an interest in a Global Note to a DTC Participant until the
European business day for Euroclear or CEDEL immediately following DTC's
settlement date.

DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Notes only at the direction of one or more Direct
Participants to whose account DTC interests in the Global Notes are credited
and only in respect of such portion of the aggregate principal amount of the
Notes to which such Direct Participant or Direct Participants have given
direction. However, if there is an Event of Default under the Notes, DTC
reserves the right to exchange Global Notes for Notes in certificated form, and
to distribute such Notes to its Direct Participants.

The information in this section concerning DTC, Euroclear and CEDEL and
their book-entry systems has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.

Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures to
facilitate transfers of interests in the Global Notes among Direct
Participants, including Euroclear and CEDEL, they are under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither the Company nor the Trustee will have any
responsibility for the performance by DTC, Euroclear or CEDEL or their
respective Direct Participants and Indirect Participants of their respective
obligations under the rules and procedures governing any of their operations.

Transfer of Interests in Global Notes for Certificated Notes

A Global Note is exchangeable for definitive Notes in registered
certificated form if:

(1) DTC (x) notifies the Company that it is unwilling or unable to continue
as depositary for the Global Note and the Company thereupon fails to
appoint a successor depositary or (y) has ceased to be a clearing
agency registered under the Exchange Act,

(2) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Certificated Notes, or

(3) there shall have occurred and be continuing to occur a Default or an
Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for
certificated Notes upon request but only upon at least 20 days' prior written
notice given to the Trustee by or on behalf of DTC in accordance with customary
procedures. In all cases, certificated Notes delivered in exchange for any
Global Note or beneficial interest therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the
depositary (in accordance with its customary procedures).

153

Exchanges of Global Notes

Any beneficial interest in one of the Global Notes that is transferred to a
person who takes delivery in the form of an interest in another Global Note
will, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note, and accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Note for as long as it remains such an interest.

Transfers involving an exchange of a beneficial interest in a Global Note
for a beneficial interest in another Global Note will be effected by DTC by
means of an instruction originated by the Trustee through the DTC/Deposit
Withdraw at Custodian system. Accordingly, in connection with such transfer,
appropriate adjustments will be made to reflect a decrease in the principal
amount of the one Global Note and a corresponding increase in the principal
amount of the other Global Note, as applicable.

Certificated Notes

Subject to certain conditions, any person having a beneficial interest in
the Global Note may, upon request to the Trustee, exchange such beneficial
interest for Notes in the form of Certificated Notes. Upon any such issuance,
the Trustee is required to register such Certificated Notes in the name of, and
cause the same to be delivered to, such person or persons (or the nominee of
any thereof). In addition, if:

(1) the Company notifies the Trustee in writing that DTC is no longer
willing or able to act as a depositary and the Company is unable to
locate a qualified successor within 90 days, or

(2) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Notes in the form of Certificated Notes
under the Indenture,

then, upon surrender by the Global Note Holder of its Global Note, Notes in
such form will be issued to each person that the Global Note Holder and DTC
identify as being the beneficial owner of the related Notes.

Neither the Company nor the Trustee will be liable for any delay by the
Global Note Holder or DTC in identifying the beneficial owners of Notes and the
Company and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Global Note Holder or DTC for all purposes.

Same Day Settlement And Payment

The Indenture requires that payments in respect of the Notes represented by
the Global Note (including principal, premium, if any, and interest) be made by
wire transfer of immediately available next day funds to the accounts specified
by the Global Note Holder. With respect to Certificated Notes, the Company will
make all payments of principal, premium, if any, and interest, by wire transfer
of immediately available funds to the accounts specified by the Holders thereof
or, if no such account is specified, by mailing a check to each such Holder's
registered address. Any secondary trading in the Certificated Notes will also
be settled in immediately available funds.

154

DESCRIPTION OF CAPITAL STOCK

In this description, "we," "us" and "our" refer to US Unwired and not to any
of its subsidiaries or affiliates.

Our authorized capital stock consists of 100,000,000 shares of Class A
common stock, par value $0.01 per share; 60,000,000 shares of Class B common
stock, par value $0.01 per share; and 40,000,000 shares of preferred stock, no
par value. Immediately prior to this offering, there were 11,250,000 shares of
Class B common stock, no shares of Class A common stock and 500,000 shares of
Series A preferred stock issued and outstanding, and we had approximately 16
holders of record of our Class B common stock and one holder of record of our
Series A preferred stock.

Common Stock

We have two classes of authorized common stock, Class A common stock and
Class B common stock. Other than as described in this prospectus with respect
to voting rights and transfer restrictions applicable to the Class B shares,
the Class A and Class B shares have identical rights. The Class A common stock
has one vote per share and the Class B common stock has 10 votes per share. The
Class A and Class B shares vote together in the election of directors and
generally with respect to all matters for which a vote of stockholders is
required.

Shares of Class B common stock generally convert automatically into shares
of Class A common stock on a share-for-share basis immediately upon any
transfer of the Class B common stock other than a transfer from an original
holder of Class B common stock to specified "qualified holders, which are
defined as persons and entities who receive Class B common stock in connection
with the initial issuance of Class B common stock or as a distribution from an
entity which received Class B common stock in connection with the initial
issuance; such persons' descendants, spouses or surviving spouses; specified
entities and tax-exempt organizations; The 1818 Fund and its affiliates and
persons or entities designated by the Class B holders."

Holders of common stock have no cumulative voting rights and no preemptive,
subscription or sinking fund rights. Subject to preferences that may be
applicable to any then outstanding preferred stock, holders of common stock
will be entitled to receive ratably such dividends as may be declared by our
board of directors out of funds legally available therefor. In the event of our
liquidation, dissolution or winding up, holders of common stock will be
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preference to any then outstanding preferred stock.

Preferred Stock

We are authorized under our articles of incorporation to issue 40,000,000
shares of preferred stock, which may be issued from time to time in one or more
series upon authorization by our board of directors. The board of directors,
without further approval of the stockholders, is authorized to fix the dividend
rights and terms, conversion rights, voting rights, redemption rights and
terms, liquidation preferences and any other rights, preferences, privileges
and restrictions applicable to each series of preferred stock.

155

Series A preferred stock. Contemporaneously with the issuance of the
existing notes, we issued 500,000 shares of Series A preferred stock to The
1818 Fund for $50 million. The stated value of the Series A preferred stock is
$100 per share, which is also the liquidation preference per share. The
proceeds from the sale of the Series A preferred stock are available to us for
use for general corporate purposes, including the buildout of our network.

As holders of the Series A preferred stock, The 1818 Fund has the following
rights:

. the payments due the holders are inferior in rank, including liquidation,
to payments due the holders of the Notes;

. the Series A preferred stock ranks senior in terms of payment to all
classes of common stock in case of a liquidation or similar event;

. the holders may convert the Series A preferred stock into our Class B
common stock at any time, at a price of $26.55 per share, representing
13.8% of the common equity of US Unwired, subject to adjustments and
assuming the exercise of options granted to management to purchase
500,000 shares of the common equity, unless The 1818 Fund sells or
transfers the Series A preferred stock, in which case the Series A
preferred stock will be convertible into our Class A common stock;

. the holders are entitled to dividends equivalent, on an as-converted
basis, to dividends paid on our common stock;

. the holders of the Series A preferred stock have the voting rights of our
Class B common stockholders on an as-converted basis unless The 1818 Fund
sells or transfers to a non-affiliate the Series A preferred stock, in
which case the transferee holders of the Series A preferred stock will
have the voting rights of our Class A common stockholders on an as-
converted basis;

. holders who represent two-thirds of the liquidation preference of the
Series A preferred stock must approve specified significant events,
including the issuance of additional preferred stock equal or senior to
the Series A preferred stock as to dividends or liquidation, the issuance
of any preferred stock having an earlier mandatory or optional redemption
date than the Series A preferred stock, amendments to our corporate
documents that may adversely affect the holders, and sales or mergers of
us or our significant subsidiaries;

. if The 1818 Fund (or its affiliates) holds 50% or more of our common
stock issued or issuable upon conversion of the Series A preferred stock,
The 1818 Fund may designate two persons to our board of directors; if The
1818 Fund (or its affiliates) holds less than 50% but more than 25% of
our common stock issued or issuable upon conversion of the Series A
preferred stock, The 1818 Fund may designate one person to our board of
directors;

. the Series A preferred stock has a mandatory redemption at its stated
value 91 days after the maturity of the Notes;

. if we have not effected an initial public offering of our common stock by
the fifth anniversary of the offering of the Notes, by action of holders
who represent 50% or more of the liquidation preference of the Series A
preferred stock, we will be required to offer to purchase the Series A
preferred stock at a price equal to 100% of the fair market value of the

156

Series A preferred stock, on an as-converted, undiscounted, fully
distributed basis. If we are unable to do this because of restrictions in
our credit facilities or the indenture governing the Notes, the holders
of the Series A preferred stock will receive compensatory warrants;

. we may elect to require the holders of the Series A preferred stock to
convert their Series A preferred stock, in connection with or after an
initial public offering, if the holders would receive, on an as-converted
basis, an internal rate of return of at least 20% per year based either
on the initial offering price to the public on the date of the initial
public offering, or, at any time after the date of the initial public
offering, on the trading price of our Class B common stock over a 30
consecutive trading day period; and

. the holders of the Series A preferred stock are entitled to customary
contractual covenants, including anti-dilution protections, dividend
protections, liquidation rights, registration rights, restrictions on
significant corporate events, acts and transactions, and customary events
of default.

Shareholder Agreement

On September 24, 1999, we entered into an agreement with the holders of
Class B common stock, including several members of the Henning family. The
agreement provides, among other things, that the signatory stockholders agree
that they will not approve any amendment to the articles of incorporation that
restricts the transfer of Class B common stock beyond the restrictions
contained in the articles of incorporation. The agreement also contains
piggyback registration rights in favor of the signatory stockholders. The
registration rights terminate six years after the date of the agreement, and
the other provisions terminate 25 years after the date of the agreement,
unless otherwise extended pursuant to the terms of the agreement.

Certain Charter, By-Law and Statutory Provisions

The following sections describe certain provisions of our articles of
incorporation and by-laws, and of the Louisiana Business Corporation Law.

Classified board of directors. Our articles of incorporation divide the
members of the board of directors into three classes serving three-year
staggered terms each. The Class I directors are John A. Henning and Thomas G.
Henning, whose terms expire in 2001. The Class II directors are William L.
Henning, Sr. and Robert Piper, whose terms expire in 2002. The Class III
directors are William L. Henning, Jr. and Lawrence C. Tucker, whose terms
expire in 2000. Mr. Tucker was designated as a director by The 1818 Fund,
which is entitled to designate one other individual to become a member of our
board of directors whose term will expire in 2000, but has not yet done so.

Special meetings of stockholders. The articles of incorporation and by-laws
provide that meetings of our stockholders may be called upon written request
of any stockholder or stockholders holding in the aggregate 60% of our total
voting power. In addition, a special meeting of stockholders of any class or
series may be called upon written request of any stockholder or group of
stockholders holding in the aggregate 60% of the total voting power of such
class or series.

Advance notice requirements for director nominations. Our by-laws provide
that nominations of persons for election to our board of directors may be made
at a meeting of stockholders by or at

157

the direction of the board of directors or by any stockholder of record
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in the by-laws. Such nominations, other than
those made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to our secretary. To be timely, a
stockholder's notice must be delivered or mailed and received at our principal
office not less than 45 days nor more than 90 days prior to the meeting,
provided, however, that in the event that less than 55 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received no later than the close
of business on the tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made.

Directors elected by preferred stockholders. Whenever holders of any one or
more classes or series of stock having a preference over the common stock as to
dividends or upon liquidation has the right, voting separately as a class, to
elect one or more directors, our articles of incorporation (as may be amended
from time to time fixing the rights and preferences of the preferred stock)
shall govern the nomination, election, term, removal, vacancies or other
related matters with respect to these directors.

Director and officer indemnification and limitation of liability. As
permitted by the Louisiana Business Corporation Law, our articles of
incorporation contain provisions eliminating the personal liability of our
directors and officers to us and our stockholders for monetary damages for
breaches of their fiduciary duties as directors or officers, except for (1) a
breach of a director's or officer's duty of loyalty to us or our stockholders,
(2) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (3) liability for unlawful distributions of our
assets to, or redemptions or repurchases of our shares from, our stockholders,
under and to the extent provided in Section 92D of the Louisiana Business
Corporation Law, and (4) any transaction in which a director or officer
receives an improper personal benefit. As a result of the inclusion of such
provisions, stockholders may be unable to recover monetary damages against
directors or officers for actions taken by them that constitute negligence or
gross negligence or that are in violation of their fiduciary duties, although
it may still be possible to obtain injunctive or other equitable relief with
respect to such actions. If equitable remedies are found not to be available to
stockholders in any particular case, stockholders may not have any effective
remedy against the challenged conduct.

Our by-laws provide in effect that we shall, to the fullest extent permitted
by the Louisiana Business Corporation Law, as amended from time to time,
indemnify our directors and executive officers and advance expenses to each of
them in connection with such indemnification.

Redemption of capital stock. Our articles of incorporation permit us to
redeem shares of our capital stock from any stockholder whose ownership causes
us to violate foreign ownership restrictions applicable to FCC licensees or
otherwise would prevent us from holding or delay us in obtaining any
governmental license or franchise that is necessary to conduct any material
portion of our and our subsidiaries' communications business or would
materially increase our or our subsidiaries' cost of obtaining or operating
under any such license or franchise. Shares to be redeemed are to be selected
in a manner determined by the board of directors. The redemption price may be
paid in cash or in debt or equity securities of us or our subsidiaries or any
other entity.

158

Removal of directors; filling vacancies on board of directors. Our articles
of incorporation provide that any director may be removed, with or without
cause, only by a vote of a majority of the total voting power of the shares
that would be entitled to elect the successor to the removed director. Our
articles of incorporation provide that any vacancies on the board of directors
(including any resulting from an increase in the authorized number of
directors) may be filled as follows: if the vacant position is that of a
director elected by holders of preferred stock, the vacancy may be filled as
provided in our articles of incorporation. If the vacant position is that other
than of a director elected by holders of preferred stock, the vacancy may be
filled by the affirmative vote of a majority of the directors remaining in
office, provided that the stockholders have the right, at any special meeting
called for that purpose prior to such action by the board, to fill the vacancy.

Adoption and amendment of by-laws. Our articles of incorporation and by-laws
provide that by-laws may be adopted by a majority vote of the board of
directors, subject to any power granted by the Louisiana Business Corporation
Law to stockholders to change or repeal any by-laws so adopted or amended. By-
laws may be amended or repealed only by either a two-thirds vote of the board
of directors or the affirmative vote of holders of at least two-thirds of the
total voting power, voting together as a single class, that is present or
represented at any regular or special meeting of stockholders, the notice of
which meeting expressly states that the proposed amendment or repeal is to be
considered at the meeting. Any amendment to the by-laws that would add a matter
not expressly covered in the by-laws prior to such amendment will be deemed the
adoption of a new by-law and not an amendment.

Special stockholder voting requirements. Our articles of incorporation
provide that any proposal to approve a merger, consolidation, share exchange,
disposition of all or substantially all of our assets, dissolution, or any
amendment to our articles of incorporation, requires the affirmative vote of a
majority of the total voting power, with all classes and series voting together
as if a single class, provided that the board of directors has previously
approved and/or recommended such proposal by the affirmative vote of three-
fourths of the number of directors constituting the full board of directors.
Otherwise, the affirmative vote of holders of at least two-thirds of the total
voting power, with all classes and series voting together as if a single class,
is required to approve such a proposal. The Louisiana Business Corporation Law
provides that if a proposed amendment to our articles of incorporation would
adversely affect, within the meaning of the Louisiana Business Corporation Law,
the shares of any class of capital stock, then the amendment must also be
approved by holders of the shares of that class. Under our articles of
incorporation, such approval would require the affirmative vote of holders of a
majority of the voting power present of that class. In addition, the Series A
preferred stock issued to The 1818 Fund has special voting rights which are
described under the heading "Preferred Stock--Series A preferred stock."

159

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

This general discussion of United States federal tax consequences applies to
you if you acquired existing notes at original issue for cash and you exchange
those existing notes for exchange notes in exchange offer. This discussion only
applies to you if you purchased existing notes in the private placement for an
amount equal to the "issue price" of the existing notes and hold the exchange
notes as a "capital asset," generally, for investment, under Section 1221 of
the Internal Revenue Code of 1986, as amended, referred to as the Code. If you
did not purchase your existing notes in the private placement for an amount
equal to the "issue price" of the existing notes, you should consult your tax
advisor regarding the consequences of the exchange offer.

This discussion is based upon the Code, Treasury Regulations, Internal
Revenue Service rulings and pronouncements, and judicial decisions now in
effect, all of which are subject to change at any time by legislative,
administrative, or judicial action, possibly with retroactive effect. The
discussion does not discuss every aspect of U.S. federal income and estate
taxation that may be relevant to a particular taxpayer in light of its personal
circumstances or to persons who are otherwise subject to a special tax
treatment. For example, special rules not discussed here may apply to you if
you are:

. a bank or a broker-dealer;

. an insurance company;

. a pension or other employee benefit plan;

. a tax exempt organization or entity;

. a U.S. expatriate;

. a trader in securities that elects mark-to-market accounting treatment;

. holding Notes as a part of a hedging or conversion transaction or a
straddle;

. a hybrid entity or an owner of interests therein; or

. a holder whose functional currency is not the U.S. dollar.

In addition, this discussion does not discuss the effect of any applicable
U.S. state or local or non-U.S. tax laws. We have not sought and will not seek
any rulings from the Internal Revenue Service concerning the tax consequences
of the purchase, ownership or disposition of the Notes, and, accordingly, we
cannot assure you that the Internal Revenue Service will not successfully
challenge the tax consequences described below. We urge you to consult your tax
advisor with respect to the U.S. federal income and estate tax considerations
relevant to holding and disposing of Notes, as well as any tax considerations
applicable under the laws of any U.S. state, local or non-U.S. taxing
jurisdiction.

U.S. Holders

If you are a "U.S. Holder," as defined below, this section applies to you.
Otherwise, the section "Non-U.S. Holders" applies to you. You are a U.S. Holder
if you hold the Notes and you are:

. a citizen or resident of the United States, including an individual
deemed to be a resident alien under the "substantial presence" test of
Section 7701(b) of the Code;

160

. a corporation or partnership, including entities treated as partnerships
or corporations for federal income tax purposes, created or organized in
the United States or under the laws of the United States or of any state
thereof or the District of Columbia, unless in the case of a partnership,
Treasury Regulations provide otherwise;

. an estate whose income is includible in gross income for U.S. federal
income tax purposes regardless of its source; or

. a trust whose administration is subject to the primary supervision of a
U.S. court and which has one or more U.S. persons who have the authority
to control all substantial decisions of the trust. Notwithstanding the
preceding clause, to the extent provided in Treasury Regulations, certain
trusts in existence on August 20, 1996, and treated as U.S. persons prior
to such date that elect to continue to be treated U.S. persons, shall
also be considered U.S. persons.

Exchange of Notes. The exchange of existing notes for exchange notes in the
exchange offer will not constitute a taxable event to the U.S. Holders and thus
will not result in income, gain or loss to U.S. Holders who participate in the
exchange offer or to US Unwired. The exchange notes should be treated as a
continuation of the existing notes. Such U.S. Holders shall have the same
adjusted tax basis and holding period in the exchange notes immediately after
the exchange as the U.S. Holders had in the existing notes immediately prior to
the exchange.

Original Issue Discount. Because the existing notes were sold at a
substantial discount from their principal amount at maturity and because there
will not be any payment of interest on the Notes until May 1, 2005, the Notes
have original issue discount, referred to as "OID," in an amount equal to the
excess of the "stated redemption price at maturity" over the "issue price" of
the existing notes. The "issue price" of the existing notes is the first price
at which a substantial number of Notes were sold for money, excluding sales to
underwriters, placement agents or wholesalers. The "stated redemption price at
maturity" is the sum of all payments to be made on the Notes other than
"qualified stated interest." The term "qualified stated interest" means,
generally, stated interest that is unconditionally payable at least annually at
a single fixed rate. Because no interest will be paid on the Notes before 2005,
none of the interest paid on the Notes will be qualified stated interest.
Accordingly, all payments on the Notes will be treated as part of the Notes'
stated redemption price at maturity.

U.S. Holders of Notes must, in general, include in income OID calculated on
a constant-yield accrual method in advance of the receipt of some or all of the
related cash payments. The amount of OID includible in income by an initial
U.S. Holder of Notes is the sum of the "daily portions" of OID with respect to
such Notes for each day during the taxable year or portion of the taxable year
in which such U.S. Holder holds such Notes. This amount is referred to as
"Accrued OID." The daily portion is determined by allocating to each day in any
accrual period a pro rata portion of the OID allocable to that accrual period.
The accrual period for the Notes may be of any length selected by the U.S.
Holder and may vary in length over the term of the Notes, provided that each
accrual period is no longer than one year and each scheduled payment of
principal or interest occurs on the first day or the final day of an accrual
period. The amount of OID allocable to any accrual period is equal to:

. the product of the Notes' adjusted issue price at the beginning of such
accrual period and its yield to maturity (determined on the basis of
compounding at the close of each accrual period and properly adjusted for
the length of the accrual period) over

161

. the qualified stated interest allocable to such accrual period (which, in
the case of the Notes, will be zero).

OID allocable to the final accrual period is the difference between the
amount payable at maturity of the Note and the Note's "adjusted issue price" at
the beginning of the final accrual period. Special rules will apply calculating
OID for an initial short accrual period. The "adjusted issue price" of a Note
at the beginning of any accrual period is equal to its issue price increased by
the Accrued OID for each prior accrual period and reduced by any payments made
on such Note on or before the first day of the accrual period.

Stated interest, when paid on the Notes, will be treated first as a payment
of OID to the extent of the OID that has accrued as of the date of the payment
and has not been allocated to prior payments. Such amount will not be
includible in a U.S. Holder's gross income. Any excess will be treated as a
payment of principal on the Notes.

Sale, Retirement, or Other Taxable Disposition of Notes. Upon the sale,
retirement or other taxable disposition of a Note, a U.S. Holder will recognize
gain or loss to the extent of the difference between the sum of the cash and
the fair market value of any property received in exchange therefor (except to
the extent attributable to the payment of accrued and unpaid interest on the
Notes, which generally will be taxed as ordinary income), and the U.S. Holder's
adjusted tax basis in the Notes. A U.S. Holder's tax basis in a Note will
initially equal the price paid for such Note plus any OID included in the
holder's income prior to the disposition of the Note and reduced by any
payments received on the Note of amounts included in the stated redemption
price at maturity of the Note. Any such gain or loss recognized by a U.S.
Holder upon the sale, retirement or other taxable disposition of a Note will be
capital gain or loss and will be long-term capital gain or loss if the Notes
have been held for more than one year.

Information Reporting; Backup Withholding. We are required to furnish to
record holders of the Notes, other than corporations and other exempt holders,
and to the Internal Revenue Service, information with respect to interest paid
and the amount of any OID accrued on the Notes.

Certain U.S. Holders may be subject to backup withholding at the rate of 31%
with respect to interest and any OID paid on the Notes or with respect to
proceeds received from a disposition of the Notes. Generally, backup
withholding applies only if:

. the payee fails to furnish a correct taxpayer identification number to
the payor in the manner required or fails to demonstrate that it
otherwise qualifies for an exemption;

. the Internal Revenue Service notifies the payor that the taxpayer
identification number furnished by the payee is incorrect;

. the payee has failed to report properly the receipt of a "reportable
payment" on one or more occasions, and the Internal Revenue Service has
notified the payor that withholding is required; or

. the payee fails (in certain circumstances) to provide a certified
statement, signed under penalties of perjury, that the taxpayer
identification number furnished is the correct number and that such
holder is not subject to backup withholding.

162

Backup withholding is not an additional tax but, rather, is a method of tax
collection. U.S. Holders will be entitled to credit any amounts withheld under
the backup withholding rules against their actual tax liabilities provided the
required information is furnished to the Internal Revenue Service.

Non-U.S. Holders

The term "Non-U.S. Holder" refers to a person that is not classified for
U.S. federal tax purposes as a U.S. person as defined in "--U.S. Holders,"
above. Non-U.S. Holders are urged to consult their tax advisors regarding the
U.S. federal tax consequences that may arise under the laws of any foreign,
state, local or other taxing jurisdiction.

Interest and OID. In general, a Non-U.S. Holder will not be subject to U.S.
federal income tax or withholding tax with respect to stated interest or OID
received or accrued on the Notes by reason of the portfolio interest exemption
so long as:

. the interest and OID is not effectively connected with the conduct of a
trade or business within the United States;

. the Non-U.S. Holder does not actually or constructively own 10% or more
of the total combined voting power of all classes of stock of US Unwired
entitled to vote;

. the Non-U.S. Holder is not a "controlled foreign corporation" (within the
meaning of the Code) that is "related" to US Unwired (within the meaning
of the Code) actually or constructively through stock ownership; and

. the Non-U.S. Holder certifies, under penalties of perjury that such
holder is not a U.S. person and provides such holder's name and address
in an appropriate form (currently IRS Form W-8) to us or an agent
appointed by us (or, a security clearing organization, bank or other
financial institution that holds the Notes on a holder's behalf in the
ordinary course of its trade or business certifies on the holder's behalf
that it has received such certification from the holder and provides a
copy to us or our agent).

If a Non-U.S. Holder is not qualified for an exemption under these rules,
interest and OID paid on the Notes may be subject to withholding tax at the
rate of 30% (or any lower applicable treaty rate). The payment of interest and
OID that is effectively connected with a Non-U.S. Holders trade or business
within the United States, however, would not be subject to a 30% withholding
tax so long as the Non-U.S. Holder provides us or our agent with an adequate
certification (currently IRS Form 4224), but such interest and OID would be
subject to U.S. federal income tax on a net basis at the rates applicable to
U.S. persons generally. In addition, a Non-U.S. Holder that is a corporation
may also be subject to a 30% branch profits tax on interest and OID that is
effectively connected with such Non-U.S. Holder's trade or business within the
United States.

Gain on Disposition of Notes. Non-U.S. Holders generally will not be subject
to U.S. federal income taxation on gain recognized on a disposition of Notes so
long as:

. the gain is not effectively connected with the conduct by the Non-U.S.
Holder of a trade or business within the United States; and

163

. in the case of a Non-U.S. Holder who is an individual, such Non-U.S.
Holder is not present in the United States for 183 days or more in the
taxable year of disposition and other requirements are met.

Payments received on the disposition of a Note by a Non-U.S. Holder whose
investment in the Note is effectively connected with such Non-U.S. Holder's
trade or business would be subject to U.S. federal income tax on a net basis at
the rates applicable to U.S. persons generally. In addition, in the case of
payments received on the disposition of a Note by a corporate Non-U.S. Holder
whose investment in the Note is effectively connected with such Non-U.S.
Holder's trade or business within the United States, the payments may also be
subject to a 30% branch profits tax.

Federal Estate Taxes. A Note held by an individual who, at the time of
death, is a Non-U.S. Holder generally will not be subject to U.S. federal
estate tax as a result of such individual's death if:

. the individual does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of US Unwired
entitled to vote; and

. at the time of the individual's death, interest payments with respect to
such Note would not have been effectively connected with the conduct by
such individual of a trade or business in the United States.

Information Reporting; Backup Withholding. Under current U.S. federal income
tax law, a 31% backup withholding tax requirement applies to certain payments
of interest and OID on, and the proceeds of a sale, exchange or redemption of
the Notes. We will, where required, report to holders of Notes and the Internal
Revenue Service the amount of any payments on the Notes and the amounts of tax
withheld, if any, from those payments.

Generally, payments of interest on the Notes to Non-U.S. Holders will not be
subject to information reporting or backup withholding if the Non-U.S. Holder
certifies, under penalties of perjury, that such holder is not a U.S. Holder
and provides such holder's name and address as described above.

Non-U.S. Holders will not be subject to information reporting or backup
withholding with respect to the payment of proceeds from the disposition of
Notes effected by, to or through the foreign office of a broker; provided,
however, that if the broker is a U.S. person or a U.S.-related person,
information reporting (but not backup withholding) would apply unless the
broker has documentary evidence in its records as to the Non-U.S. Holder's
foreign status, and has no actual knowledge to the contrary, or the Non-U.S
Holder certifies as to its non-U.S. status under penalties of perjury or
otherwise establishes an exemption. Non-U.S. Holders will be subject to
information reporting and backup withholding at a rate of 31% with respect to
the payment of proceeds from the disposition of Notes effected by, to or
through the U.S. office of a broker, unless the Non-U.S. Holder certifies as to
its non-U.S. status under penalty of perjury or otherwise establishes an
exemption.

Amounts withheld under the backup withholding rules do not constitute a
separate U.S. federal income tax. Rather, amounts withheld under the backup
withholding rules from a payment to a Non-U.S. Holder will be allowed as a
credit against such Non-U.S. Holder's U.S. federal income tax

164

liability and any amounts withheld in excess of such Non-U.S. Holder's U.S.
federal income tax liability will be refunded, provided that the required
information is furnished to the Internal Revenue Service.

Non-U.S. Holders should be aware that the Treasury Department promulgated
revised final regulations regarding the withholding and information reporting
rules discussed above. In general, the final regulations do not significantly
alter the substantive withholding and information reporting requirements but
unify certain certification procedures and forms and clarify reliance
standards. The final regulations would generally be effective for payments made
after December 31, 2000, subject to certain transition rules. Non-U.S. Holders
should be aware that this discussion does not give effect to these new
withholding regulations. We strongly urge Non-U.S. Holders to consult their tax
advisors for information on these new withholding regulations.

165

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in
exchange for existing notes acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of the
exchange notes. The SEC has taken the position that this prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with such resales of exchange notes, but not in the case of a resale
of an unsold allotment from the original sale of the existing notes.

We will not receive any proceeds from any sale of exchange notes by broker-
dealers. Exchange notes received by broker-dealers for their own account in the
exchange offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the exchange notes or a combination of these methods of resale, at
market prices prevailing at the time of resale, at prices related to those
prevailing market prices or at negotiated prices. Any resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any broker-dealer
or the purchasers of any exchange notes. Any broker-dealer that resells
exchange notes that were received by it for its own account in the exchange
offer, and any broker or dealer that participates in a distribution of the
exchange notes, may be an "underwriter" within the meaning of the Securities
Act, and any profit on any resale of exchange notes, and any commission or
concessions received by any person may be considered underwriting compensation
under the Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-
dealer will not be regarded as having made an admission that it is an
"underwriter" within the meaning of the Securities Act.

We will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer. We have agreed, however, to pay all expenses
incident to our performance of and compliance with the registration rights
agreement, including all registration and filing fees and expenses, all fees
and expenses of compliance with securities laws, all printing expenses, all
fees and expenses of our legal counsel and independent accountants and any
application and filing fees in connection with listing the exchange notes on a
national securities exchange or automated quotation system. In addition, we
have agreed to reimburse the initial purchasers of the existing notes and
holders who are tendering existing notes and/or selling or reselling existing
notes or exchange notes pursuant to this "Plan of Distribution" for the
reasonable fees and disbursements of not more than one counsel. We have agreed
to indemnify the holders of the Notes against certain liabilities, including
certain liabilities under the Securities Act.

There has been no public market for the existing notes or the exchange notes
prior to the exchange offer. We do not intend to apply for listing of the
exchange notes on any securities exchange or for quotation through The Nasdaq
Stock Market. We cannot assure you that an active market for the exchange notes
will develop. To the extent that a market for the exchange notes does develop,
future trading prices of the exchange notes will depend on many factors,
including, among other things, prevailing interest rates, and the market for
similar securities as well as our results of operations and financial
condition.

166

LEGAL MATTERS

The validity of the exchange notes will be passed upon for US Unwired by
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. Other legal matters
will be passed upon for US Unwired by Thomas G. Henning, its general counsel,
and by Lukas, Nace, Gutierrez & Sachs, Chartered, its special regulatory
counsel. Mr. Henning is a director, officer and principal shareholder of US
Unwired.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-4, of which
this prospectus is a part, under the Securities Act with respect to the
offering of the exchange notes. As allowed by the SEC's rules, this prospectus
does not contain all of the information included in the registration statement
or the exhibits to the registration statement. You will find additional
information about us and the exchange notes in the registration statement. The
registration statement and related exhibits may be inspected and copied at the
SEC's public reference rooms located at its principal office, 450 Fifth Street,
NW, Washington, DC 20549, and at the regional offices of the SEC at 7 World
Trade Center, 13th Floor, New York, New York 10048 and the Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call 1-800-SEC-0330 for further information on the public reference
rooms. The SEC also maintains a site on the World Wide Web (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. Statements made in
this prospectus about legal documents may not necessarily be complete, and you
should read the documents which are filed as exhibits or schedules to the
registration statement or otherwise filed with the SEC.

We are required under the indenture governing the Notes to furnish the
holders of the Notes with (a) all quarterly and annual financial information
that would be required to be contained in a filing with the SEC on forms 10-Q
and 10-K if we were required to file such Forms, including, without limitation,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by our certified independent accountants, and (b) all current reports that
would be required to be filed with the SEC on Form 8-K if we were required to
file such reports, in cach case, within the time periods specified in the SEC's
rules and regulations. Upon effectiveness of the registration statement of
which this prospectus is a part, we will file this information with the SEC, as
and to the extent provided by Section 15(d) of the Exchange Act. In addition,
we have agreed that, for so long as any Notes remain outstanding, we will
furnish the holders of the Notes and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144(d)(4) under the Securities Act during any period in which
we are not subject to Section 13 or 15(d) of the Exchange Act.

167

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of US Unwired Inc. as of December 31, 1998 and 1997, and
for the years then ended and the financial statements of Louisiana Unwired, LLC
as of December 31, 1998 and for the period from January 8, 1998 (inception)
through December 31, 1998, as set forth in their reports, and these financial
statements are included in this prospectus and in the registration statement of
which this prospectus is a part in reliance on Ernst & Young LLP's reports,
given on their authority as experts in accounting and auditing.

KPMG LLP, independent certified public accountants, have audited the
consolidated statements of operations, stockholders' equity and cash flows of
US Unwired Inc. for the year ended December 31, 1996, as set forth in their
report, and these 1996 financial statements are included in this prospectus and
in the registration statement of which this prospectus is a part in reliance on
KPMG LLP's report, given on their authority as experts in accounting and
auditing.

168

INDEX TO FINANCIAL STATEMENTS

Page

US UNWIRED INC. AND SUBSIDIARIES
Reports of Independent Auditors.......................................... F-2
Consolidated Balance Sheets.............................................. F-4
Consolidated Statements of Operations.................................... F-5
Consolidated Statements of Stockholders' Equity.......................... F-6
Consolidated Statements of Cash Flows.................................... F-7
Notes to Consolidated Financial Statements............................... F-8

LOUISIANA UNWIRED, LLC
Report of Independent Auditors........................................... F-32
Balance Sheets........................................................... F-33
Statements of Operations................................................. F-34
Statements of Members' Equity............................................ F-35
Statements of Cash Flows................................................. F-36
Notes to Financial Statements............................................ F-37

F-1

REPORT OF INDEPENDENT AUDITORS

Board of Directors
US Unwired Inc.

We have audited the consolidated balance sheets of US Unwired Inc., as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of US Unwired Inc., at December 31, 1998 and 1997, and the consolidated results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

ERNST & YOUNG LLP

Houston, Texas
April 9, 1999, except for Note 13
as to which the date is
November 8, 1999

F-2

INDEPENDENT AUDITORS' REPORT

The Board of Directors
US Unwired Inc.:

We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of US Unwired Inc. and subsidiaries for
the year ended December 31, 1996. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and the
cash flows of US Unwired Inc. and subsidiaries for the year ended December 31,
1996, in conformity with generally accepted accounting principles.

KPMG LLP

New Orleans, Louisiana
March 10, 1997

F-3

US UNWIRED INC. AND SUBSIDIARIES

BALANCE SHEETS
(In thousands, except share data)

December 31,
---------------- September 30,
1997 1998 1999
-------- ------- -------------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents..................... $ 4,955 $32,475 $ 16,966
Subscriber receivables, net of allowance for
doubtful accounts of $763, $217 and $193..... 8,663 4,419 6,282
Other receivables............................. 417 27 570
Inventory..................................... 2,385 2,541 4,563
Deferred income taxes......................... 2,033 -- --
Prepaid expenses.............................. 2,226 5,855 12,561
Receivables from related parties.............. 592 5,460 4,238
Receivables from officers..................... 81 92 82
-------- ------- --------
Total current assets........................ 21,352 50,869 45,262
Restricted cash in escrow....................... -- 5,164 5,318
Investments in and advances to unconsolidated
affiliates..................................... 8,728 9,835 1,601
Property and equipment, net..................... 38,891 22,565 102,972
Cellular and PCS licenses, net of accumulated
amortization of $10,593, $-0- and $815......... 70,899 -- 7,224
Other assets.................................... 2,263 1,481 5,324
-------- ------- --------
Total assets................................ $142,133 $89,914 $167,701
======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................. $ 13,383 $ 2,972 $ 11,025
Accrued expenses.............................. 2,957 1,188 3,994
Current maturities of long term debt.......... 552 1,341 1,991
-------- ------- --------
Total current liabilities................... 16,892 5,501 17,010
Long term debt, net of current maturities....... 99,514 27,726 103,243
Deferred income taxes........................... 1,798 3,837 3,634
Minority interest............................... -- -- 737
Commitments and contingencies
Stockholders' equity:
Preferred stock, authorized 40,000,000 shares;
none issued or outstanding................... -- -- --
Common stock, $0.01 par value:
Class A: Authorized 100,000,000 shares; none
issued or outstanding...................... -- -- --
Class B: Authorized 60,000,000 shares;
issued and outstanding 11,250,000 shares... 113 113 113
Additional paid-in capital.................... 1,835 1,835 1,835
Retained earnings............................. 21,981 50,902 41,129
-------- ------- --------
Total stockholders' equity.................. 23,929 52,850 43,077
-------- ------- --------
Total liabilities and stockholders'
equity................................... $142,133 $89,914 $167,701
======== ======= ========

See accompanying notes to the financial statements.

F-4

US UNWIRED INC. AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

(In thousands)

Nine Months
Ended
Year Ended December 31, September 30,
-------------------------- -----------------
1996 1997 1998 1998 1999
------- ------- -------- ------- --------
(unaudited)

Revenues:
Service revenues:
Subscriber.................... $45,572 $53,255 $ 48,723 $39,920 $ 32,671
Roaming....................... 13,727 16,079 11,914 10,210 7,553
Merchandise sales............. 1,885 2,685 3,915 3,463 3,670
Management fees............... 624 1,376 4,455 3,304 1,499
Other revenue................. 85 1,273 2,704 2,026 168
------- ------- -------- ------- --------
Total revenues.............. 61,893 74,668 71,711 58,923 45,561
------- ------- -------- ------- --------
Operating expenses:
Cost of services.............. 16,513 20,111 18,586 15,245 15,787
Merchandise cost of sales..... 5,436 8,943 10,777 9,095 7,596
General and administrative.... 10,560 12,682 17,156 12,363 16,104
Sales and marketing........... 8,068 10,893 10,886 9,288 9,489
Depreciation and
amortization................. 9,153 12,478 9,831 8,065 14,833
------- ------- -------- ------- --------
Total operating expenses.... 49,730 65,107 67,236 54,056 63,809
------- ------- -------- ------- --------
Operating income (loss)......... 12,163 9,561 4,475 4,867 (18,248)
Other income (expense):
Interest expense.............. (6,539) (8,580) (6,157) (5,484) (5,691)
Interest income............... 317 1,690 1,778 780 1,396
Other expenses................ -- (1,082) -- -- --
Loss on sale of assets........ (9) -- (114) -- --
Gain on sale of certain
markets...................... -- -- 57,364 57,364 --
Gain on sale of PCS customer
base to affiliate............ -- -- 2,285 2,285 --
------- ------- -------- ------- --------
Total other income
(expense).................. (6,231) (7,972) 55,156 54,945 (4,295)
------- ------- -------- ------- --------
Income (loss) before income
taxes, extraordinary item,
minority interest, and equity
in income (losses) of
affiliates..................... 5,932 1,589 59,631 59,814 (22,543)
Income tax expense (benefit).... 2,421 95 17,726 20,155 (5,218)
------- ------- -------- ------- --------
Income (loss) before
extraordinary item, minority
interest and equity in income
(losses) of affiliates......... 3,511 1,494 41,905 39,659 (17,325)
Extraordinary item--
extinguishment of debt, net of
income tax..................... -- -- -- -- (477)
Minority interest in losses of
subsidiaries................... 308 134 -- -- 8,839
Equity in income (losses) of
affiliates..................... 35 (3,137) (12,984) (6,646) (810)
------- ------- -------- ------- --------
Net income (loss)............... $ 3,854 $(1,509) $ 28,921 $33,013 $ (9,773)
======= ======= ======== ======= ========

See accompanying notes to the financial statements.

F-5

US UNWIRED INC. AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

Class Class
A B Additional
Preferred Common Common Paid-in Retained
Stock Stock Stock Capital Earnings Total
--------- ------ ------ ---------- -------- -------

Balance at December 31,
1995................... -- -- $112 $1,656 $19,636 $21,404
Issuance of 66,574.14
shares of Class B
Common Stock........... -- -- 1 179 -- 180
Net income.............. -- -- -- -- 3,854 3,854
---- ---- ---- ------ ------- -------
Balance at December 31,
1996................... -- -- 113 1,835 23,490 25,438
Net loss................ -- -- -- -- (1,509) (1,509)
---- ---- ---- ------ ------- -------
Balance at December 31,
1997................... -- -- 113 1,835 21,981 23,929
Net income.............. -- -- -- -- 28,921 28,921
---- ---- ---- ------ ------- -------
Balance at December 31,
1998................... -- -- 113 1,835 50,902 52,850
Net loss (unaudited).... -- -- -- -- (9,773) (9,773)
---- ---- ---- ------ ------- -------
Balance at September 30,
1999 (unaudited)....... $-- $-- $113 $1,835 $41,129 $43,077
==== ==== ==== ====== ======= =======

See accompanying notes to the financial statements.

F-6

US UNWIRED INC. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

(In thousands)

Nine Months Ended
Year Ended December 31, September 30,
-------------------------- -------------------
1996 1997 1998 1998 1999
-------------------------- -------------------
(unaudited)

Cash flows from operating
activities:
Net income (loss).............. $ 3,854 $(1,509) $ 28,921 $ 33,013 $ (9,773)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Extinguishment of debt........ -- -- -- -- 477
Depreciation and
amortization................. 9,153 12,478 9,831 8,065 14,833
Minority interest............. (308) (134) -- -- (8,839)
Provision for bad debts....... 1,876 3,521 744 -- (203)
Deferred tax expense
(benefit).................... 332 (83) 4,601 (2,082) --
Unearned revenue.............. 53 (136) (105) 224 (509)
(Gain) loss on sale of
assets....................... 9 -- (59,535) (59,649) --
Equity in loss (income) of
affiliates................... (35) 3,137 12,984 6,646 810
Non-cash compensation......... 180 -- -- -- 533
Interest income on restricted
cash in escrow............... -- -- (164) (81) (154)
Changes in operating assets
and liabilities, net of
acquisitions and disposals
Subscriber receivables........ (3,879) (4,123) (351) 455 (1,501)
Other receivables............. (397) (458) 1,623 1,509 (405)
Inventory..................... (1,576) 922 (1,082) (3,184) (1,673)
Prepaid expenses.............. (991) (1,095) (4,264) 5,427 (6,400)
Receivables from related
parties...................... -- -- (2,450) 558 1,636
Other assets.................. (851) (606) (298) (266) 336
Accounts payable.............. 1,031 2,333 (4,417) (9,027) 1,469
Accrued expenses.............. 2,113 (2,208) (704) (772) 1,734
Prepaid income taxes.......... -- -- -- -- --
------- ------- -------- --------- --------
Net cash provided by (used
in) operating activities.... 10,564 12,039 (14,666) (19,164) (7,629)
------- ------- -------- --------- --------
Cash flows from investing
activities:
Purchases of property and
equipment..................... (7,223) (12,559) (20,575) (13,257) (41,411)
Proceeds from sale of property
and equipment................. 611 -- -- -- --
Acquisition of Alabama 3....... (17,871) -- -- -- --
Acquisition of Alabama 4....... (27,776) -- -- -- --
Transfer to escrow............. 1,110 -- -- -- --
Distributions from
unconsolidated affiliates..... 2,302 -- 813 793 312
Investments in unconsolidated
affiliates.................... (3,643) (5,040) (15,416) (11,642) (2,642)
Net proceeds from sale of
certain markets............... -- -- 154,877 154,877 --
Purchase of licenses........... -- -- (6,514) (6,183) (1,564)
Cash acquired from
consolidation of previous
unconsolidated affiliates..... -- -- -- -- 3,035
------- ------- -------- --------- --------
Net cash provided by (used
in) investing activities.... (52,490) (17,599) 113,185 124,588 (42,270)
------- ------- -------- --------- --------
Cash flows from financing
activities:
Proceeds from long-term debt... 50,405 6,770 29,724 29,724 38,069
Principal payments on long-term
debt.......................... (6,555) (2,604) (100,723) (100,712) (33)
Debt issuance cost............. (452) (225) -- -- (3,646)
------- ------- -------- --------- --------
Net cash provided by (used in)
financing activities.......... 43,398 3,941 (70,999) (70,988) 34,390
------- ------- -------- --------- --------
Net increase (decrease) in cash
and cash equivalents.......... 1,472 (1,619) 27,520 34,436 (15,509)
Cash and cash equivalents at
beginning of year............. 5,102 6,574 4,955 4,955 32,475
======= ======= ======== ========= ========
Cash and cash equivalents at
end of year................... $ 6,574 $ 4,955 $ 32,475 $ 39,391 $ 16,966
======= ======= ======== ========= ========
Supplemental cash flow
disclosures:
Cash paid for interest......... $ 6,023 $ 9,410 $ 5,008 $ 4,116 $ 4,367
======= ======= ======== ========= ========
Cash paid for income taxes..... $ 2,869 $ 1,248 $ 17,488 $ 16,671 $ 778
======= ======= ======== ========= ========
Non-cash activities:
Property purchases in accounts
payable....................... $ -- $ 5,495 $ 974 $ 6,227 $ 7,362
======= ======= ======== ========= ========
Distribution receivable from
affiliate..................... $ -- $ -- $ 120 $ -- $ --
======= ======= ======== ========= ========
Contribution of assets to
affiliate..................... $ -- $ -- $ 506 $ -- $ --
======= ======= ======== ========= ========

See accompanying notes to the financial statements.

F-7

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Summary of Significant Accounting Policies

(a) Description of Organization

US Unwired Inc. (the "Company") is principally engaged in the ownership and
operation of wireless communications systems in Southwest Louisiana and
Southeast Texas. At December 31, 1998, the Company owns and operates cellular
and paging communications systems in two Rural Service Areas ("RSA's") and one
Metropolitan Service Areas ("MSA's"). The Company was incorporated as Mercury,
Inc. in 1967 by the principal shareholders of Cameron Communications
Corporation ("Cameron") to provide complementary services to Cameron's local
landline telephone service. Prior to October 31, 1996, the cellular and paging
communications services provided by the Company were conducted by a subsidiary
of Cameron and by the Company and its subsidiaries, all of which were
affiliated through common stock ownership control by a related group of
stockholders. In 1996, the Company and Cameron completed a reorganization plan
for the purpose of combining the wireless communications businesses of these
related entities and separating the wireless communications business of Cameron
from its traditional landline telephone business.

To accomplish the restructuring, the Company and Cameron executed a series
of transactions which included the following: (i) transfer of the landline
telephone business to a newly-formed subsidiary of Cameron ("Newco") and spin-
off of Newco to its stockholders, and (ii) merger of Cameron into the Company
and issuance of 2.192108 shares of Class B Common Stock of the Company on a
pro-rata basis to Cameron stockholders, resulting in the combination of all
wireless telecommunications businesses within the Company.

The combination of the wireless communications business represented a
combination of entities under common control and has been accounted for at
historical cost in a manner similar to that in pooling-of-interests accounting.
The spin-off of the landline telephone business has been treated as a change in
reporting entity, and the historical financial statements have been restated in
accordance with Staff Accounting Bulletin No. 93 since the Company and Newco
are in dissimilar businesses, have been managed and financed historically as if
they were autonomous, and will continue to be managed and financed autonomously
after the spin-off. In addition, all shares have been retroactively adjusted to
give effect to the issuance of Class B Common Stock described above.

(b) Consolidation Policy

The consolidated financial statements include the accounts of US Unwired
Inc. and its majority-owned subsidiaries. All significant intercompany balances
and transactions are eliminated in consolidation. Losses of subsidiaries
attributable to minority stockholders in excess of the minority interest in the
equity capital of the subsidiary are not eliminated in consolidation.

See Note 13 for additional information.

F-8

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents.

(d) Inventory

Inventory consists of analog and digital telephones, pagers and related
accessories and is carried at cost. Cost is determined by the moving average
method, which approximates the first-in, first-out method.

(e) Property and Equipment

Property and equipment is stated at cost and depreciated on a straight-line
basis over the estimated useful lives of the assets as follows:

Years

Buildings........................................................... 39
Leasehold improvements.............................................. 3 to 5
Cellular facilities and equipment................................... 5
Furniture and fixtures.............................................. 5 to 7
Vehicles............................................................ 5

(f) Cellular Licenses and Other Assets

Cellular licenses consist primarily of costs incurred in connection with the
Company's acquisition of cellular licenses and systems. These assets are
recorded at cost and amortized using the straight-line method over an estimated
useful life of 20 years.

Other assets primarily include deferred financing costs incurred in
connection with the issuance of the Company's long-term debt which are
capitalized and amortized over the terms of the related debt using the interest
method. Accumulated amortization at December 31, 1997 and 1998 was $10,260,000
and $49,000, respectively.

(g) Impairment of Long-Lived Assets

The Company assesses long-lived assets for impairment under Statement of
Financial Accounting Standards ("SFAS") 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS 121
requires that long-lived assets and certain identifiable intangibles to be held
and used or disposed of by an entity be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. The Company periodically evaluates the recoverability of
the carrying amounts of its

F-9

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

licenses and property and equipment in each market, as well as the depreciation
and amortization periods based on estimated undiscounted future cash flows and
other factors to determine whether current events or circumstances warrant
reduction of the carrying amounts or acceleration of the related amortization
period.

(h) Investments in Unconsolidated Affiliates

The Company's investments in less than majority-owned affiliated companies
are accounted for using the equity method and equity in earnings are reported
as equity in income of affiliates.

(i) Revenue Recognition

The Company earns revenue by providing access to and usage of its cellular
and paging networks and sales of cellular and paging merchandise. Service
revenues include revenues for charges to subscribers for both access to and
usage of the Company's cellular and paging networks. These revenues are
recognized as they are earned by the Company. Revenues from the sales of
merchandise are recognized when the merchandise is provided to the customer.

(j) Advertising Costs

Advertising costs are charged to expenses as incurred. For the years ended
December 31, 1996, 1997 and 1998, approximately $1,626,000, $2,203,000 and
$3,658,000, respectively, of advertising costs were incurred.

(k) Commissions

Commissions are paid to sales agents for customer activations and are
expensed in the month the customer is activated within the cellular system.

(l) Income Taxes

The Company accounts for deferred income taxes using the asset and liability
method, under which deferred tax assets and liabilities are recognized for the
differences between the financial statement carrying amounts of assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.

(m) Stock Compensation Arrangements

The Company accounts for its stock compensation arrangements under the
provisions of APB 25, Accounting for Stock Issued to Employees.

F-10

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(n) Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

(o) Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations
of credit risk consist primarily of cash and accounts receivable. The Company
places its cash and temporary cash investments with high credit quality
financial services companies. Collectibility of subscriber receivables is
impacted by economic trends in each of the Company's markets and the Company
has provided an allowance which it believes is adequate to absorb losses from
uncollectible accounts.

(p) Reclassifications

Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform to the 1998 presentation.

(q) Unaudited Interim Information

The financial information for the six months ended June 30, 1998 and 1999
has been prepared without audit. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted from
the unaudited interim financial information. In the opinion of management of
the Company, the unaudited interim financial information includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation. Results of operations for the interim periods are not
necessarily indicative of the results of operations for the respective full
years.

(2) Acquisitions and Dispositions of Markets

In May 1996, the Company purchased the assets of West Alabama Cellular
Telephone Company, Inc., principally consisting of the Alabama-3 RSA, for a
purchase price of approximately $17,900,000. In July 1996, the Company
purchased the Alabama 4 system assets from PriCellular Corporation principally
consisting of the Alabama-4 RSA, for a purchase price of approximately
$27,800,000. These acquisitions have been accounted for using the purchase
method of accounting and, accordingly, the results of operations of the
acquired businesses are included in the results of operations of the Company
from the dates of the acquisitions. The Company recorded cellular licenses
acquired in these transactions in the amount of $39,900,000 which are being
amortized over a twenty-year period using the straight-line method.

Effective July 1, 1998, the Company sold substantially all of the assets
related to its Kansas, Mississippi and Alabama markets, as well as its majority
ownership interest in MS 34 for

F-11

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

approximately $161,500,000, subject to purchase price adjustments as defined in
the sale agreement. Approximately $5,000,000 was placed in escrow for two years
from closing date to settle any adjustments to the purchase price. The cash in
escrow and related interest income has been recorded as restricted cash in
escrow in the accompanying consolidated balance sheet.

In late 1997, the Company began marketing PCS, which is a new generation of
wireless communications offering customers advanced, secure, two-way digital
wireless services and applications. Effective August 1, 1998, the Company sold
certain PCS subscribers and related assets to Meretel for $4.3 million in cash
and $1.5 million in additional ownership interest in Meretel. In connection
with this transaction, a gain of approximately $2.3 million has been reflected
in the accompanying consolidated statement of operations.

On September 30, 1998, the Company acquired substantially all assets and
assumed certain liabilities of Maas.net, LLC, ("Maas.net"), a related party.
Maas.net is a provider of Internet access services. As consideration, the
Company assumed $620,000 of the indebtedness of Maas.net. On October 1, 1998,
the Company contributed these assets, with a fair value of $506,000, to LEC
Unwired, LLC (LEC Unwired), an unconsolidated affiliate.

See Note 13 for additional information.

(3) Property and Equipment

Major categories of property and equipment were as follows:

December 31,
-------------- September 30,
1997 1998 1999
------ ------- -------------
(In thousands) (unaudited)

Land.......................................... $ 779 $ 1,061 $ 1,061
Buildings..................................... 787 1,946 2,007
Leasehold Improvements........................ 271 961 1,373
Cellular facilities and equipment............. 49,233 34,680 117,586
Furniture and fixtures........................ 1,263 1,477 9,602
Vehicles...................................... 324 240 512
Construction in progress...................... 13,070 1,328 7,303
------ ------- --------
65,727 41,693 139,444
Less accumulated depreciation................. 2,683 19,128 36,472
------ ------- --------
$3,889 $22,565 $102,972
====== ======= ========

The Company recorded depreciation expense of $5,513,000, $5,867,000 and
$6,444,000 during the years ended December 31, 1996, 1997 and 1998,
respectively.

F-12

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(4) Investments in Unconsolidated Affiliates:

Investments in unconsolidated affiliates consists of the following:

December 31,
Percentage -------------- September 30,
Ownership 1997 1998 1999
---------- ------ ------- -------------
(In thousands) (unaudited)

Meretel......................... 24.33% $5,547 $(1,971) $(1,939)
Command Connect, LLC ("Command
Connect")...................... 50.00% 2,532 1,361 2,626
GTE Mobilnet of Texas RSA #21
Limited Partnership ("GTE
#21").......................... 25.00% 649 688 622
Louisiana Unwired, LLC ("LA
Unwired")...................... 50.00% -- 7,996 --
LEC Unwired..................... 50.00% -- 1,761 --
------ ------- -------
$8,728 $ 9,835 $ 1,601
====== ======= =======

Prior to June 1998, Meretel was the owner and operator of PCS licenses in
Lafayette, Louisiana; Baton Rouge, Louisiana; and Beaumont, Texas. On June 8,
1998, Meretel entered into an agreement with Sprint PCS in which Meretel agreed
to manage Sprint PCSs networks within each Basic Trading Area in which Meretel
operates. Pursuant to this agreement, Sprint PCS pays Meretel 92% of collected
revenues, as defined, from customers in these markets. The agreement requires
that Meretel build out the PCS networks in accordance with FCC requirements and
deadlines. Meretel and Sprint PCS will share equally the costs for any
necessary relocation of microwave sources that interfere with Sprint PCSs
spectrum. In conjunction with this agreement, Meretel elected to participate in
the FCC's amnesty program whereby Meretel surrendered its licenses in exchange
for extinguishment of all outstanding debt and related accrued interest due to
the FCC.

Command Connect and LA Unwired either own PCS licenses, or have rights to
use licenses owned by Sprint PCS under management agreements, in Louisiana,
Texas, Arkansas, Mississippi, and Oklahoma. As with Meretel, Sprint PCS pays
92% of collected revenues, as defined, from customers in these service areas.
Command Connect originally purchased the owned licenses, and holds the licenses
until such time as LA Unwired builds out the network for these licenses. At
that time, the license is transferred from Command Connect to LA Unwired, who
commences operations. At December 31, 1998, LA Unwired was operating in four
Louisiana markets (Lake Charles, Shreveport, Alexandria and Monroe).

GTE # 21 operates a cellular network in Texas RSA #21.

LEC Unwired is primarily engaged in providing competitive local telephone
and Internet services in Louisiana and east Texas.

F-13

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Summary financial information for the above-mentioned unconsolidated
affiliates is as follows:

December 31,
--------------------------- September 30,
1996 1997 1998 1999
------- -------- -------- -------------
(In thousands) (unaudited)

Meretel:
Total assets.................. $74,382 $115,218 $ 52,552 $ 40,598
Total liabilities............. 61,707 99,913 64,951 53,747
------- -------- -------- --------
Partners' capital............. $12,675 $ 15,305 $(12,399) $(13,149)
======= ======== ======== ========
Revenue....................... $ -- $ 173 $ 8,353 $ 16,615
======= ======== ======== ========
Operating expenses............ $ 1,867 $ 8,772 $ 30,056 $ 27,772
======= ======== ======== ========
Net loss...................... $(2,147) $(12,707) $(29,704) $ (3,561)
======= ======== ======== ========
Command Connect:
Total assets.................. $ 4,303 $ 14,402 $ 5,178 $ 6,152
Total liabilities............. 378 9,337 2,456 2,291
------- -------- -------- --------
Members' capital.............. $ 3,925 $ 5,065 $ 2,722 $ 3,861
======= ======== ======== ========
Revenue....................... $ -- $ -- $ 11 $ 4
======= ======== ======== ========
Operating expenses............ $ 75 $ 469 $ 463 $ 352
======= ======== ======== ========
Net loss...................... $ (75) $ (860) $ (452) $ (349)
======= ======== ======== ========
GTE #21:
Total assets.................. $ 2,613 $ 2,646 $ 3,285 $ N/A
Total liabilities............. 62 51 51 N/A
------- -------- -------- --------
Members' capital.............. $ 2,551 $ 2,595 $ 3,234 $ N/A
======= ======== ======== ========
Revenue....................... $ 2,271 $ 2,877 $ 2,572 $ N/A
======= ======== ======== ========
Operating expenses............ $ 1,627 $ 782 $ 798 $ N/A
======= ======== ======== ========
Net income.................... $ 1,646 $ 2,137 $ 1,808 $ N/A
======= ======== ======== ========
LA Unwired:
Total assets.................. $ -- $ -- $ 67,248 $ N/A
Total liabilities............. -- -- 51,256 N/A
------- -------- -------- --------
Members' capital.............. $ -- $ -- $ 15,992 $ N/A
======= ======== ======== ========
Revenue....................... $ -- $ -- $ 1,509 $ N/A
======= ======== ======== ========
Operating expenses............ $ -- $ -- $ 9,633 $ N/A
======= ======== ======== ========
Net loss...................... $ -- $ -- $ (9,474) $ N/A
======= ======== ======== ========
LEC Unwired:
Total assets.................. $ -- $ -- $ 6,448 $ N/A
Total liabilities............. -- -- 3,433 N/A
------- -------- -------- --------
Members' capital.............. $ -- $ -- $ 3,015 $ N/A
======= ======== ======== ========
Revenue....................... $ -- $ -- $ 570 $ N/A
======= ======== ======== ========
Operating expenses............ $ -- $ -- $ 3,081 $ N/A
======= ======== ======== ========
Net loss...................... $ -- $ -- $ (2,491) $ N/A
======= ======== ======== ========

F-14

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(5) Accrued Expenses

Accrued expenses consisted of the following:

December 31,
------------- September 30,
1997 1998 1999
------ ------ -------------
(In
thousands) (unaudited)

Accrued taxes, other than income............... $ 139 $ 586 $1,321
Accrued payroll................................ 1,310 121 858
Accrued compensation........................... -- -- 533
Unearned revenue and customer deposits......... 496 56 751
Accrued interest expense....................... -- 121 31
Other.......................................... 1,012 304 500
------ ------ ------
$2,957 $1,188 $3,994
====== ====== ======

(6) Long-Term Debt

Long-term debt consisted of the following:

December 31,
--------------- September 30,
1997 1998 1999
------- ------- -------------
(In thousands) (unaudited)

Debt outstanding under credit facilities:
Bank credit facility..................... $90,500 $28,500 $104,700
Vendor financing......................... 9,496 567 534
Other notes payable to related parties..... 70 -- --
------- ------- --------
Total long-term debt................... 100,066 29,067 105,234
Less current maturities.................... 552 1,341 1,991
------- ------- --------
Long-term obligations, excluding current
maturities................................ $99,514 $27,726 $103,243
======= ======= ========

Maturities of long-term debt for the five years succeeding December 31, 1998
are as follows:

(In thousands)

1999....................................................... $1,341
2000....................................................... 3,287
2001....................................................... 3,938
2002....................................................... 4,590
2003....................................................... 5,889

The notes outstanding under the bank credit facility provide for quarterly
interest payments with quarterly amortization of principal beginning in June
1999 through June 2005. The notes outstanding under the vendor credit facility
provide for quarterly interest payments only through September 1997 when
quarterly amortization of principal commences with final maturity in January
2003. Interest rates are comprised of a combination of fixed rates over the
term of the note or variable rates based on either a variable lending rate
established by a commercial bank plus a margin ranging up to 1% or the average
offering rate for three-month commercial paper of major corporations. Weighted
average interest rates under the credit facilities were 8.31%, 8.45% and 8.40%
at December 31, 1996, 1997 and 1998, respectively. Substantially all of the
assets of the Company are pledged to secure the

F-15

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Company's obligations under the various loans and credit facilities described
above. Under key covenants outlined in the credit facilities, the Company is
restricted from paying dividends, and must meet certain minimum operating
results, a maximum leverage ratio, and a minimum debt service coverage ratio,
among other requirements. At December 31, 1998, the Company was not in
compliance with certain of these restrictive covenants. The Company has
obtained a waiver from the lender for such covenant violations.

See Note 13 for additional information.

(7) Income Taxes

Income tax expense (benefit) for the years ended December 31, 1996, 1997 and
1998 is as follows:

1996 1997 1998
------- ---- -------
(In thousands)

Federal:
Current............................................ $ 1,869 $-- $11,287
Deferred........................................... 297 (70) 4,020
------- ---- -------
2,166 (70) 15,307
------- ---- -------
State:
Current............................................ 220 178 1,838
Deferred........................................... 35 (13) 581
------- ---- -------
255 165 2,419
------- ---- -------
$ 2,421 $ 95 $17,726
======= ==== =======

Income tax expense differed from the amounts computed by applying U.S.
federal income tax rate of 34% for the years ended December 31, 1996, 1997, and
1998, to income before income taxes, minority interest and equity in income of
affiliates as a result of the following:

1996 1997 1998
------ ------ -------
(In thousands)

Computed "expected" tax expense................... $2,017 $ 540 $20,275
Surtax............................................ -- -- 636
Change in valuation allowance..................... 193 652 --
State income taxes, net of Federal income taxes... 156 165 1,989
Equity in income (loss) of affiliates............. 12 (1,066) (4,549)
Other, net........................................ 43 (196) (625)
------ ------ -------
$2,421 $ 95 $17,726
====== ====== =======

During 1998, the Company utilized all net operating losses that were carried
forward from 1997. The benefit realized from net operating loss carry forwards
totaled approximately $1,586,000.

F-16

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The tax effects of temporary differences that give rise to the significant
components of deferred tax assets and deferred tax liabilities at December 31,
are presented below:

1997 1998
------- -------
(In thousands)

Deferred tax assets:
Operating loss carry forwards.......................... $ 3,955 $ --
Allowance for doubtful accounts........................ 307 90
Inventory reserve...................................... -- 64
Unearned revenue....................................... 198 40
Start-up losses on equity investees.................... 545 389
Intangible assets...................................... -- 240
Other.................................................. 115 209
------- -------
Gross deferred tax asset............................. 5,120 1,032
Less valuation allowance............................... 2,427 --
------- -------
Net deferred tax asset............................... 2,693 1,032
------- -------
Deferred tax liabilities:
Fixed assets, principally due to differences in
depreciation.......................................... (2,335) (2,927)
Deferred gain from sale of PCS customers............... -- (1,942)
Other.................................................. (123) --
------- -------
Deferred tax liabilities............................. (2,458) (4,869)
------- -------
Net deferred tax asset/(liability)................... $ 235 $(3,837)
======= =======

In assessing the realizability of deferred tax assets at December 31, 1997,
the Company considered whether it was more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment. Based upon these considerations, the Company provided a
valuation allowance to reduce the carrying value of deferred tax assets related
to net operating losses of MS 34, a majority owned subsidiary, to the amounts
that can be realized through future reversals of existing taxable temporary
differences. As MS 34 was sold in 1998 (see Note 2), the operating loss carry
forward and the related valuation allowances have been eliminated.

Prior to consummation of the reorganization described in Note 1, certain of
the Company's cellular and paging activities were included in the consolidated
federal income tax returns of Cameron and the Company. Effective November 1,
1996, the Company files a consolidated federal income tax return which includes
the Company, and its qualifying subsidiaries. MS 34 filed a separate federal
income tax return prior to its sale in 1988.

The Company has obtained a private letter ruling from the Internal Revenue
Service (IRS) to the effect that no gain or loss would be recognized by Cameron
or its shareholders by virtue of the transfer of assets or spin-off of
Cameron's land-based telephone business. In addition, tax counsel for the
Company has informed it that the merger of Cameron into the Company qualifies
as a

F-17

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

reorganization under Section 368(a) (1) (A) of the Internal Revenue Code so
that no gain or loss would be recognized by the respective corporations or
their shareholders by virtue of the merger.

(8) Stockholder's Equity

The Company is authorized by its Articles of Incorporation to issue
40,000,000 shares of preferred stock upon the authorization of the Company's
Board of Directors. The Board of Directors is authorized to fix the dividend
rights and terms, conversion and voting rights, redemption rights and other
privileges and restrictions applicable to the stock.

The Company has two classes of authorized common stock, Class A Common Stock
and Class B Common Stock. Other than as to voting rights and transfer
restrictions applicable to the Class B shares, the Class A and Class B shares
have identical rights.

Class A shares have one vote per share and Class B shares have ten votes per
share. Shares of Class B Common Stock generally convert automatically into
shares of Class A Common Stock on a share-for-share basis upon the transfer of
the Class B shares to other than a "qualified holder," generally the original
holders of Class B shares. Class B shares are also subject to other transfer
restrictions.

In January 1996, the Company issued to key employees shares of Common Stock,
that, after the reclassification of Common Stock discussed in Note 1, totaled
66,572.14 shares of Class B Common Stock. The shares were issued at the fair
value of the Company's Common Stock, based upon an independent valuation, at
the date of the grant. As a result, the Company recognized compensation expense
of $180,000 in 1996. There were no issuances of Common Stock to employees in
1997 or 1998.

In 1997, the Company withdrew from an initial public offering of its common
stock. As a result, costs totaling $1,082,000 which were previously deferred
were expensed and are included in other expenses.

In 1998, the Board of Directors adopted the US Unwired Inc. 1998 Equity
Incentive Plan (the "1998 Equity Plan"). The aggregate amount of Common Stock
with respect to which options or other awards may be granted may not exceed
1,600,000 shares. As of December 31, 1998, the Company had not granted any
options or other awards under the 1998 Equity Plan.

See Note 13 for additional information.

(9) Commitments and Contingencies

F-18

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

deferred by the employee and a discretionary amount determined by the Company
from current or accumulated net profits. The Company's contributions are fully
vested upon the completion of 5 years of service. Contribution expense related
to the 401(k) plan was approximately $178,000, $264,000, and $340,000 for the
years ended December 31, 1996, 1997, and 1998, respectively.

The Company is a party to various noncancellable operating leases for
facilities and equipment. Future minimum lease payments due under
noncancellable operating leases with terms in excess of one year are as
follows:

Year ending December 31, (In thousands)

1999...................................................... $958
2000...................................................... 833
2001...................................................... 685
2002...................................................... 130
2003...................................................... 117

Rental expense was $768,000, $777,000 and $1,567,000 for the years ended
December 31, 1996, 1997, and 1998, respectively.

The Company is involved in, various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.

The Company has agreed to guarantee repayment of up to $5,928,000, plus
interest and fees thereon, pursuant to a loan agreement dated May 16, 1997,
related to bank financing obtained by Meretel which matures in 2007. The
Company has also guaranteed $8,100,000, plus interest and fees, pursuant to a
loan agreement dated May 13, 1998, related to bank financing for LA Unwired
which matures in 2006.

On March 31, 1999, the Company entered into an undertaking agreement as
required by LEC Unwired's loan agreements entered into in July 1998. This
undertaking agreement obligates the Company to provide cash capital
contributions, not to exceed $4.5 million, to LEC Unwired if LEC Unwired is not
in compliance with specified financial covenants in its loan agreements. The
amount of cash that the Company is required to provide depends on the covenant
with which LEC Unwired has failed to comply.

F-19

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(10) Supplemental Cash Flow Disclosure

The Company consummated the acquisition of various cellular operations and
certain other assets during 1996. In connection with these acquisitions, the
following assets were acquired and liabilities assumed:

(In thousands)

Property and equipment..................................... $ 5,253
Intangible assets.......................................... 39,825
Other assets and liabilities excluding cash
and cash equivalents...................................... 569
-------
$45,647
=======

Included in the acquisition amounts for the year ended December 31, 1996, is
$1,735,000 placed in escrow as restricted cash and a corresponding liability
was recorded in accrued expenses. During 1996, $625,000 of the original escrow
was paid to the seller with the remaining balance paid during 1997.

(11) Disclosure About Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, subscriber receivables,
accrued interest and other receivables, and accounts payable and accrued
expenses approximate fair value because of the short term nature of these
items. The estimated fair value of the Company's long-term debt at December 31,
1997 and 1998 was $101,801,000 and $29,040,000, compared to its carrying value
of $100,066,000 and $29,068,000. The fair value of long-term debt is valued at
future cash flows discounted using the current borrowing rate for loans of a
comparable maturity.

Fair value estimates are subject to inherent limitations. Estimates of fair
value are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the Company might realize in actual market transactions. Estimates
of fair value are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

(12) Related Party Transactions

During the years ended December 31, 1996, 1997, and 1998, the Company paid
$304,000, $318,000, and $290,000, respectively, to a company owned by certain
of the Company's principal stockholders for voice mail services which the
Company uses in its business and also resells to its cellular subscribers.

The Company contracts with Unibill, Inc. ("Unibill"), a subsidiary of
Cameron, for all subscriber billing. The aggregate amounts paid to Cameron for
such services during 1996, 1997, and 1998 totaled $1,605,000, $2,674,000 and
$2,923,000, respectively.

F-20

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

From October 1997 through July 1998, the Company purchased PCS wholesale
minutes from Meretel pursuant to an oral agreement and resold the minutes to
the Company's customers. The aggregate amounts paid to Meretel for these
minutes during the years ended December 31, 1997 and 1998 totaled $105,000 and
$1,222,000, respectively.

The Company also purchases long distance services from Cameron pursuant to
an oral agreement and resells the service to the Company's customers. The
aggregate amounts paid to Cameron for such services during the years ended
December 31, 1996, 1997, and 1998, totaled $803,000, $951,000, and $764,000,
respectively.

In 1996, the Company sold land to a related party for $611,000, which
approximated the carrying value.

The Company has entered into management agreements with several affiliated
entities. During 1996, 1997, and 1998, the Company recorded $624,000,
$1,375,000, and $4,455,000, respectively, in management fee revenues pursuant
to these agreements. During 1997, the Company entered into an agreement with
Meretel whereby the Company receives a commission for each customer activated
for Meretel. Commissions received under this agreement totaled approximately
$1,200,000 in 1997 and $1,900,000 in 1998.

(13) Subsequent Events

From January 8, 1999 through September 30, 1999, the Company made a series
of capital contributions to LA Unwired and LEC Unwired which increased its
ownership percentage in LA Unwired and LEC Unwired to 71% and 53%,
respectively. As a result, the Company's operating results during 1999 include
the operations of LA Unwired and LEC Unwired on a consolidated basis.

On June 23, 1999, LA Unwired entered into senior credit facilities for $130
million with certain lenders. The senior credit facilities provide for an $80
million reducing revolving credit facility, which matures on September 30,
2007, and a $50 million delay draw term loan, which matures on September 30,
2007. All loans made under the senior credit facilities bear interest at
variable rates tied to the prime rate, the federal funds rate or the London
Interbank Offering Rate. The senior credit facilities are secured by a first
priority security interest in all tangible and intangible assets of LA Unwired
(including the owned PCS licenses, if legally permitted); a pledge by the
Company and Cameron of 100% of the ownership interests in LA Unwired; a pledge
by LA Unwired of its ownership interest in any of LA Unwired's present and
future subsidiaries; and an assignment of all Sprint PCS agreements and any
network contract (including software rights).

A portion of the proceeds from this new credit facility were used to
extinguish LA Unwired's existing credit facility. As a result, the unamortized
debt issuance costs related to this existing credit facility, totaling
$614,000, were written off, net of tax of $134,000, as an extraordinary item.

F-21

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

On September 7, 1999, the Company entered into an agreement with Meretel to
receive an 80% interest in each of the Beaumont and Lufkin BTA markets in
exchange for a reduction in the Company's ownership interest in Meretel from
24.33% to 13.5%. Additionally, this transaction resulted in a similar reduction
in the Company's guarantee of Meretel's debt.

Subsequent to December 31, 1998, the Board of Directors amended and modified
the 1998 Equity Plan to the US Unwired Inc. 1999 Equity Incentive Plan (the
"1999 Equity Plan"). As part of this amendment, the maximum aggregate amount of
Common Stock with respect to which options or other awards may be granted was
increased from 1,600,000 to 2,300,000 shares. On July 16, 1999, the Company
granted stock options for a total of 664,600 shares under the 1999 Equity Plan.
These options will vest over a four year period and have an exercise price of
$6.00 per share except for 166,600 options which have an exercise price of
$26.55 per share. Additionally, another 425,400 shares were granted on November
8, 1999 with an exercise price of $26.55 per share.

On September 27, 1999, the Company completed a reorganization by which the
shareholders of US Unwired Inc. exchanged all of their shares of common stock
for an equal number of shares with the same rights and privileges in "new" US
Unwired (the Holding Company) and "old" US Unwired changed its name to Unwired
Telecom Corp. All outstanding stock options were exchanged for stock options of
the Holding Company at the same exchange ratio. As a result, Unwired Telecom
Corp. is now a wholly-owned subsidiary of the Holding Company. This
reorganization has been accounted for at historical cost in a manner similar to
that in pooling of interests accounting.

Effective October 1, 1999, US Unwired entered into senior credit facilities
for $130.0 million. The senior credit facilities provide for an $80.0 million
reducing revolving credit facility, which matures on September 30, 2007, and a
$50.0 million delay draw term loan, which matures on September 30, 2007. The
reducing revolver will be permanently reduced in quarterly installments
beginning on June 30, 2000, in amounts which vary between $1.3 million and $6.0
million. The term loan will be amortized in quarterly installments beginning on
June 30, 2003, in quarterly amounts which vary between $1.3 million and $3.7
million. Interest on all loans made under the senior credit facilities bear
interest at variable rates tied to the prime rate, the federal funds rate or
the London Interbank Offering Rate.

These senior credit facilities require US Unwired to pay an annual
commitment fee ranging from 1.5% to 1% of the unused commitment under the
senior credit facilities. The senior credit facilities are secured by a first
priority security interest in all tangible and intangible assets of US Unwired
(other than the corporate headquarters building), LA Unwired and Unwired
Telecom (including the owned PCS licenses, to the extent legally permitted); a
pledge by US Unwired and Cameron of 100% of the ownership interests in LA
Unwired, a pledge by US Unwired of its ownership interest in Unwired Telecom;
and an assignment by LA Unwired of all Sprint PCS agreements and any network
contract (including software rights).

In connection with the execution of the above mentioned US Unwired senior
credit facilities, LA Unwired's existing $130 million senior credit facilities
and US Unwired's existing bank credit

F-22

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

facility were extinguished. As a result, the unamortized debt issuance costs
related to these existing credit facilities, totaling $2,380,000, were written
off in October 1999, net of tax of $904,000, as an extraordinary item.

On October 29, 1999, the Holding Company issued $209.2 million of 13 3/8%
Senior Subordinated Discount Notes due 2009 ("the Notes"). The Notes are fully
and unconditionally guaranteed by one wholly owned and one non-wholly owned
subsidiary of the Holding Company (collectively "Guarantor Subsidiaries" and
individually "Guarantor"). Each of the guarantees is a general unsecured
obligation of the Guarantor and will rank equally in right of payment to all of
our existing and future senior subordinated indebtedness and senior in right of
payment of existing and future obligations that are expressly subordinated in
right to payment to the Notes. The Notes will rank junior to all existing and
future senior debt. The following condensed consolidating balance sheets as of
December 31, 1998 and 1997 and the related condensed consolidating statements
of operations and cash flows for each of the three years in the period ended
December 31, 1998 sets forth certain financial information concerning the
Guarantor and non-Guarantor Subsidiaries.

F-23

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1998
------------------------------------------------------------------------------
Guarantor Subsidiaries
-------------------------- Non-
US Unwired LA Guarantor Consolidated
Unwired Inc. Telecom Corp. Unwired, LLC Subsidiaries Eliminations Total
------------ ------------- ------------ ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
BALANCE SHEET
Current asset:
Cash and cash
equivalents.......... $ -- $32,475 $ 1,350 $1,686 $ (3,036) $32,475
Subscriber
receivables, net..... -- 4,419 362 -- (362) 4,419
Other receivables..... -- 27 -- -- -- 27
Inventory............. -- 2,541 350 -- (350) 2,541
Prepaid expenses...... -- 5,855 244 61 (305) 5,855
Receivables from
related parties...... -- 5,460 872 (365) (507) 5,460
Receivables from
officers............. -- 92 -- -- -- 92
------- ------- ------- ------ -------- -------
Total current
assets.............. -- 50,869 3,178 1,382 (4,560) 50,869
Restricted cash
escrow............... -- 5,164 -- -- -- 5,164
Investments in
subsidiaries......... 113 9,835 -- -- (113) 9,835
Property and
equipment, net....... -- 22,565 57,581 4,047 (61,628) 22,565
Cellular licenses,
net.................. -- -- 5,684 -- (5,684) --
Other assets.......... -- 1,481 805 654 (1,459) 1,481
------- ------- ------- ------ -------- -------
Total assets......... $ 113 $89,914 $67,248 $6,083 $(73,444) $89,914
======= ======= ======= ====== ======== =======
Current liabilities:
Accounts payable...... $ -- $ 2,972 $12,414 $2,629 $(15,043) $ 2,972
Accrued expenses...... -- 1,188 712 336 (1,048) 1,188
Due to member......... -- -- -- 75 (75) --
Due to affiliates..... -- -- -- 28 (28) --
Current maturities of
long term debt....... -- 1,341 -- -- -- 1,341
------- ------- ------- ------ -------- -------
Total current
liabilities......... -- 5,501 13,126 3,068 (16,194) 5,501
Long term debt, net of
current maturities..... -- 27,726 38,130 -- (38,130) 27,726
Deferred income taxes... -- 3,837 -- -- -- 3,837
Stockholders' equity:
Common Stock.......... 113 113 -- -- (113) 113
Additional paid-in
capital.............. -- 1,835 -- -- -- 1,835
Members' capital...... -- -- 25,466 5,506 (30,972) --
Retained earnings
(deficit)............ -- 50,902 (9,474) (2,491) 11,965 50,902
------- ------- ------- ------ -------- -------
Total stockholders'
equity.............. 113 52,850 15,992 3,015 (19,120) 52,850
------- ------- ------- ------ -------- -------
Total liabilities
and stockholders'
equity.............. $ 113 $89,914 $67,248 $6,083 $(73,444) $89,914
======= ======= ======= ====== ======== =======

F-24

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1997
---------------------------------------------------------
Guarantor
Subsidiary
----------
US Unwired Non-
Unwired Telecom Guarantor
Inc. Corp. Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------

CONDENSED CONSOLIDATING
BALANCE SHEET
Current assets:
Cash and cash
equivalents............ $ -- $ 2,421 $ 2,534 $ -- $ 4,955
Subscriber receivables,
net.................... -- 5,318 3,345 -- 8,663
Other receivables....... -- 528 (111) -- 417
Inventory............... -- 1,489 896 -- 2,385
Deferred income taxes... -- 421 (186) 1,798 2,033
Prepaid expenses........ -- 2,078 148 -- 2,226
Receivables from related
parties................ -- (21,620) 22,212 -- 592
Receivables from
officers............... -- 81 -- -- 81
---- ------- -------- -------- --------
Total current assets.. $ -- $(9,284) $ 28,838 $ 1,798 $ 21,352

Investments in
subsidiaries........... 113 55,592 -- (46,977) 8,728
Property and equipment,
net.................... -- 14,886 24,290 (285) 38,891
Cellular licenses, net.. -- 1,414 69,485 -- 70,899
Other assets............ -- 654 1,609 -- 2,263
---- ------- -------- -------- --------
Total assets.......... $113 $63,262 $124,222 $(45,464) $142,133
==== ======= ======== ======== ========

Current liabilities:
Accounts payable........ $ -- $ 3,328 $ 10,340 $ (285) $ 13,383
Accrued expenses........ -- 756 2,201 -- 2,957
Current maturities of
long term debt......... -- -- 552 -- 552
---- ------- -------- -------- --------
Total current
liabilities.......... -- 4,084 13,093 (285) 16,892

Long term debt, net of
current maturities....... -- 10,194 89,320 -- 99,514
Deferred income taxes..... -- -- -- 1,798 1,798
Stockholders' equity:
Common Stock............ 113 1,476 21,386 (22,862) 113
Additional paid-in
capital................ -- 1,835 9,189 (9,189) 1,835
Retained earnings
(deficit).............. -- 45,673 (8,766) (14,926) 21,981
---- ------- -------- -------- --------
Total stockholders'
equity............... 113 48,984 21,809 (46,977) 23,929
---- ------- -------- -------- --------
Total liabilities and
stockholders' equity.. $113 $63,262 $124,222 $(45,464) $142,133
==== ======= ======== ======== ========

F-25

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1998
------------------------------------------------------------------------------------
Guarantor Subsidiaries
-----------------------------
Non-
Unwired Guarantor Consolidated
US Unwired Inc. Telecom Corp. LA Unwired, LLC Subsidiaries Eliminations Total
--------------- ------------- --------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF OPERATIONS
Revenues............... $ -- $ 67,735 $ 1,509 $ 4,546 $ (2,079) $ 71,711
Operating expenses..... -- 63,704 9,633 6,613 (12,714) 67,236
---- -------- ------- ------- -------- --------
Operating income
(loss)................ -- 4,031 (8,124) (2,067) 10,635 4,475
Interest expense...... -- (5,455) (1,580) (702) 1,580 (6,157)
Interest income....... -- 1,754 230 44 (250) 1,778
Loss on sale of
assets............... -- (114) -- -- -- (114)
Gain on sale of
certain markets...... -- 57,364 -- -- -- 57,364
Gain on sale of PCS
customer base
to affiliate......... -- 2,285 -- -- -- 2,285
---- -------- ------- ------- -------- --------
Income (loss) before
income taxes.......... -- 59,865 (9,474) (2,725) 11,965 59,631
Provision for
income taxes......... -- 17,726 -- -- -- 17,726
---- -------- ------- ------- -------- --------
Income (loss) before
equity in losses
of affiliates........ -- 42,139 (9,474) (2,725) 11,965 41,905
Equity in losses
of affiliates........ -- (12,984) -- -- -- (12,984)
---- -------- ------- ------- -------- --------
Net income (loss)...... $ -- $ 29,155 $(9,474) $(2,725) $ 11,965 $ 28,921
==== ======== ======= ======= ======== ========

F-26

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1997
--------------------------------------------------------------------
Guarantor
Subsidiary
------------- Non-
Unwired Guarantor
US Unwired Inc. Telecom Corp. Subsidiaries Eliminations Consolidated
--------------- ------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF OPERATIONS
Revenues............... $ -- $49,618 $36,632 $(11,582) $74,668
Operating expenses..... -- 42,151 34,538 (11,582) 65,107
------ ------- ------- -------- -------
Operating income
(loss)................ -- 7,467 2,094 -- 9,561
Interest expense...... -- (2,110) (6,470) -- (8,580)
Interest income....... -- 247 1,443 -- 1,690
Other expenses........ -- (1,082) -- -- (1,082)
------ ------- ------- -------- -------
Income (loss) before
income taxes.......... -- 4,522 (2,933) -- 1,589
Provision for
income taxes......... -- 730 (635) -- 95
------ ------- ------- -------- -------
Income (loss) before
minority interest
and equity in
losses of affiliates.. -- 3,792 (2,298) -- 1,494
Minority interest in
losses
of subsidiary........ -- -- - 134 134
Equity in losses
of affiliates........ -- (2,894) -- (243) (3,137)
------ ------- ------- -------- -------
Net income (loss)...... $ -- $ 898 $(2,298) $ (109) $(1,509)
====== ======= ======= ======== =======

F-27

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1996
------------------------------------------------------------------------
Guarantor
Subsidiary
------------- Non-
Unwired Guarantor
US Unwired Inc. Telecom Corp. Subsidiaries Eliminations Consolidated
--------------- ------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF OPERATIONS
Revenues............... $ -- $40,550 $29,604 $(8,261) $61,893
Operating expenses..... -- 31,507 26,484 (8,261) 49,730
------ ------- ------- ------- -------
Operating income....... -- 9,043 3,120 -- 12,163
Interest expense...... -- (1,877) (4,662) -- (6,539)
Interest income....... -- 183 134 -- 317
Loss on sale of
assets............... -- (9) -- -- (9)
------ ------- ------- ------- -------
Income (loss) before
income taxes.......... -- 7,340 (1,408) -- 5,932
Provision for
income taxes......... -- 1,610 811 -- 2,421
------ ------- ------- ------- -------
Income (loss) before
minority interest
and equity in income
of affiliates....... -- 5,730 (2,219) -- 3,511
Minority interest in
losses
of subsidiary........ -- -- - 308 308
Equity in income
of affiliates........ -- 4,701 -- (4,666) 35
------ ------- ------- ------- -------
Net income (loss)...... $ -- $10,431 $(2,219) $(4,358) $ 3,854
====== ======= ======= ======= =======

F-28

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1998
------------------------------------------------------------------------------------
Guarantor Subsidiaries
-----------------------------
Non-
Unwired Guarantor
US Unwired Inc. Telecom Corp. LA Unwired, LLC Subsidiaries Eliminations Consolidated
--------------- ------------- --------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF CASH FLOWS
Net cash (used in)
operating activities... $ -- $(13,480) $(9,866) $(2,277) $10,957 $ (14,666)
Cash flows from
investing activities:
Purchases of property
and equipment........ -- (20,380) (44,749) (2,074) 46,628 (20,575)
Payments for microwave
relocation costs..... -- -- (755) -- 755 --
Investments in
unconsolidated
affiliates........... -- (15,416) -- -- -- (15,416)
Distributions from
unconsolidated
affiliates........... -- 813 -- -- -- 813
Net proceeds from sale
of certain markets... -- 154,944 -- (67) -- 154,877
Purchase of licenses.. -- (6,514) -- -- -- (6,514)
------ -------- ------- ------- ------- ---------
Net cash provided by
(used in)
investing activities... -- 113,447 (45,504) (2,141) 47,383 113,185
Cash flows from
financing activities:
Capital
contributions........ -- (9,894) 23,303 14,894 (28,303) --
Proceeds from long-
term debt............ -- 29,724 38,131 -- (38,131) 29,724
Principal payments on
long-term debt....... -- (91,156) (4,302) (9,567) 4,302 (100,723)
Other................. -- -- (412) (345) 757 --
------ -------- ------- ------- ------- ---------
Net cash provide by
(used in)
financing activities... (71,326) 56,720 4,982 (61,375) (70,999)
------ -------- ------- ------- ------- ---------
Net increase in cash.... -- 28,641 1,350 564 (3,035) 27,520
Cash at beginning of
year................... -- 3,834 -- 1,121 -- 4,955
------ -------- ------- ------- ------- ---------
Cash at end of year..... $ -- $ 32,475 $ 1,350 $ 1,685 $(3,035) $ 32,475
====== ======== ======= ======= ======= =========

F-29

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1997
--------------------------------------------------------------------------------
Guaranteed Subsidiaries
---------------------------- Non-
US Unwired Mercury Guarantor
Unwired Inc. Telecom Corp. Cellular, Inc. Subsidiaries Eliminations Consolidated
------------ ------------- -------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF CASH FLOWS
Net cash provided by
(used in) operating
activities............. $ -- $ 18,791 $ -- $ (6,752) $ -- $ 12,039
Cash flows from
investing activities:
Purchases of property
and equipment........ -- (179) -- (12,380) -- (12,559)
Investments in
unconsolidated
affiliates........... -- (5,040) -- -- -- (5,040)
----- -------- ----- -------- ----- --------
Net cash used in
investing activities... -- (5,219) -- (12,380) -- (17,599)
Cash flows from
financing activities:
Proceeds from long-
term debt............ -- (11,903) -- 18,673 -- 6,770
Principal payments on
long-term debt....... -- (2,410) -- (194) -- (2,604)
Debt issuance costs... -- 416 -- (641) -- (225)
----- -------- ----- -------- ----- --------
Net cash provided by
(used in) financing
activities............. -- (13,897) -- 17,838 -- 3,941
----- -------- ----- -------- ----- --------
Net decrease in cash.... -- (325) -- (1,294) -- (1,619)
Cash at beginning of
year................... -- 3,360 -- 3,214 -- 6,574
----- -------- ----- -------- ----- --------
Cash at end of year..... $ -- $ 3,035 $ -- $ 1,920 $ -- $ 4,955
===== ======== ===== ======== ===== ========

F-30

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Year Ended December 31, 1996
---------------------------------------------------------------------
Guarantor
Subsidiary
------------- Non-
US Unwired Guarantor
Unwired Inc. Telecom Corp. Subsidiaries Eliminations Consolidated
------------ ------------- ------------ ------------ ------------
(in thousands)

CONDENSED CONSOLIDATING
STATEMENT OF CASH FLOWS
Net cash provided by
operating activities... $ -- $ 6,340 $ 4,224 $ -- $ 10,564
Cash flows from
investing activities:
Proceeds from sale of
assets............... -- 609 2 -- 611
Purchases of property
and equipment........ -- (5,286) (1,937) -- (7,223)
Purchase of markets... -- -- (45,647) -- (45,647)
Distributions from
unconsolidated
affiliates........... -- 2,302 -- -- 2,302
Investments in
unconsolidated
affiliates........... -- (3,643) -- -- (3,643)
Transfer to escrow.... -- 1,110 -- -- 1,110
----- ------- -------- ----- --------
Net cash (used in)
investing activities... -- (4,908) (47,582) -- (52,490)
Cash flows from
financing activities:
Capital
contributions........ -- (5,898) 5,898 -- --
Proceeds from long-
term debt............ -- 10,078 40,327 -- 50,405
Principal payments on
long-term debt....... -- (5,712) (843) -- (6,555)
Debt issuance costs... -- 64 (516) -- (452)
----- ------- -------- ----- --------
Net cash provided by
(used in) financing
activities............. -- (1,468) 44,866 -- 43,398
----- ------- -------- ----- --------
Net increase (decrease)
in cash................ -- (36) 1,508 -- 1,472
Cash at beginning of
year................... -- 2,286 2,816 -- 5,102
----- ------- -------- ----- --------
Cash at end of year..... $ -- $ 2,250 $ 4,324 $ -- $ 6,574
===== ======= ======== ===== ========

Contemporaneously with the issuance of the Notes, the Company issued 500,000
shares of Series A preferred stock for $50 million. The present holder of the
Series A preferred and any of its affiliates who become holders may convert the
preferred stock into Class B common stock, at any time, at a price of $26.55
per share, and such holders have voting rights of Class B common shareholders
on an as-converted basis. Upon a sale or transfer of the preferred stock by
such holders to a non-affiliate of such holders, the preferred stock becomes
convertible into Class A common stock and the transferee holders will have
voting rights of Class A common shareholders on an as-converted basis. The
Series A preferred stock has a mandatory redemption at its stated value 91 days
after the maturity of the Notes.

F-31

REPORT OF INDEPENDENT AUDITORS

The Partners
Louisiana Unwired, LLC

We have audited the balance sheet of Louisiana Unwired, LLC as of December
31, 1998, and the related statements of operations, members' equity, and cash
flows for the period from January 8, 1998 (inception) through December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Louisiana Unwired, LLC at
December 31, 1998, and the results of its operations and its cash flows for the
period from January 8, 1998 (inception) through December 31, 1998, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Houston, Texas
April 9, 1999, except for Note 6
as to which the date is
October 1, 1999

F-32

LOUISIANA UNWIRED, LLC

BALANCE SHEETS

(In thousands)

December 31, September 30,
1998 1999
------------ -------------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents........................ $ 1,350 $ 693
Accounts receivable.............................. 362 1,618
Inventories...................................... 350 1,503
Prepaid expenses................................. 244 508
Due from members................................. 217 --
Due from affiliates.............................. 655 622
------- -------
Total current assets........................... 3,178 4,944

Property and equipment, net........................ 57,581 73,339
Licenses, net of accumulated amortization of $448
and $763.......................................... 5,684 6,933
Deferred financing costs, net of accumulated
amortization of $87 and $170...................... 692 3,074
Other assets....................................... 113 138
------- -------
Total assets................................... $67,248 $88,428
======= =======
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable................................. $12,414 $ 4,924
Due to members................................... -- 644
Accrued expenses and other liabilities........... 712 1,065
------- -------
Total current liabilities...................... 13,126 6,633

Long-term debt..................................... 38,130 66,890
Commitments and contingencies
Members' equity:
Members' capital................................. 25,466 44,566
Accumulated deficit.............................. (9,474) (29,661)
------- -------
Total members' equity.......................... 15,992 14,905
------- -------
Total liabilities and members' equity.......... $67,248 $88,428
======= =======

See accompanying notes to the financial statements.

F-33

LOUISIANA UNWIRED, LLC

STATEMENTS OF OPERATIONS

(In thousands)

Period from
January 8, 1998 Nine Months
(inception) Ended
through September 30,
December 31, -----------------
1998 1998 1999
--------------- ------- --------
(unaudited)

Revenues:
Service revenues.......................... $ 787 $ 247 $ 8,899
Merchandise sales revenue................. 722 92 2,693
------- ------- --------
Total revenues........................... 1,509 339 11,592

Operating expenses:
Cost of service........................... 1,912 1,067 6,223
Merchandise cost of sales................. 1,422 177 5,580
Administrative expenses................... 3,045 1,210 6,846
Depreciation and amortization............. 3,254 1,183 9,129
------- ------- --------
Total operating expenses................. 9,633 3,637 27,778
------- ------- --------
Operating loss............................ (8,124) (3,298) (16,186)

Other income (expense):
Interest expense.......................... (1,580) (862) (3,442)
Interest income........................... 230 79 55
------- ------- --------
Total other income (expense)............. (1,350) (783) (3,388)
------- ------- --------

Loss before extraordinary item............ (9,474) (4,081) (19,573)

Extraordinary item--extinguishment of
debt..................................... -- -- (614)
------- ------- --------
Net loss.................................. $(9,474) $(4,081) $(20,187)
======= ======= ========

See accompanying notes to the financial statements.

F-34

LOUISIANA UNWIRED, LLC

STATEMENTS OF MEMBERS' EQUITY

(In thousands)

US Cameron
Unwired Communications
Inc. Corporation Total
------- -------------- -------

Capital contributions......................... $12,733 $12,733 $25,466
Net loss...................................... (4,737) (4,737) (9,474)
------- ------- -------
Balance at December 31, 1998.................. 7,996 7,996 15,992
Capital contributions (unaudited)............. 19,100 -- 19,100
Net loss (unaudited).......................... (12,928) (7,259) (20,187)
------- ------- -------
Balance at September 30, 1999 (unaudited)..... $14,168 $ 737 $14,905
======= ======= =======

See accompanying notes to the financial statements.

F-35

LOUISIANA UNWIRED, LLC

STATEMENTS OF CASH FLOWS

(In thousands)

Period from
January 8, 1998
(inception) Nine Months Ended
through September 30,
December 31, ------------------
1998 1998 1999
--------------- -------- --------
(unaudited)

Cash flows from operating activities:
Net loss.................................. $ (9,474) $ (4,081) $(20,187)
Adjustments to reconcile net loss to net
cash used in operating activities:
Extraordinary item...................... -- -- 614
Depreciation and amortization........... 3,254 1,183 9,129
Changes in operating assets and
liabilities:
Accounts receivable................... (362) (50) (1,256)
Inventories........................... (350) (506) (1,153)
Prepaid expenses...................... (242) (263) (264)
Due from members...................... (281) 1,381 861
Due to affiliates..................... (2,225) (2,072) 33
Accounts payable...................... (514) (840) 1,167
Accrued expenses and other
liabilities.......................... 440 -- 353
Other assets.......................... (112) (9) (25)
-------- -------- --------
Net cash used in operating
activities........................... (9,866) (5,257) (10,728)
Cash flows from investing activities:
Payments for microwave relocation costs... (755) (495) (1,564)
Payments for the purchase of equipment.... (44,749) (40,277) (32,980)
-------- -------- --------
Net cash used in investing
activities........................... (45,504) (40,772) (34,544)
Cash flows from financing activities:
Capital contributions from members........ 23,303 19,303 19,100
Proceeds from long-term debt.............. 38,131 31,962 28,760
Principal payments of long-term debt...... (4,302) (4,302) --
Payments for financing costs.............. (412) (369) (3,245)
-------- -------- --------
Net cash provided by financing
activities........................... 56,720 46,594 44,615
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents.............................. 1,350 565 (657)
======== ======== ========
Cash and cash equivalents at beginning of
period -- -- 1,350
-------- -------- --------
Cash and cash equivalents at end of
period................................... $ 1,350 $ 565 $ 693
======== ======== ========
Supplemental cash flow disclosures:
Cash paid for interest.................... $ 1,617 $ 654 $ 2,169
======== ======== ========
Noncash transactions:
Purchases of equipment in accounts
payable.................................. $ 12,348 $ 4,372 $ 3,691
======== ======== ========
Contributions of net assets by members.... $ 2,163 $ 2,163 $ --
======== ======== ========

See accompanying notes to the financial statements.

F-36

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS

(1) Description of Business and Summary of Significant Accounting Policies

(a) Description of Organization

Louisiana Unwired, LLC (the "Company"), is principally engaged in providing
access to and usage of its personal communications service ("PCS") networks in
Louisiana. PCS is a new generation of wireless communications, offering
customers advanced, secure, two-way digital wireless services and applications.
As of December 31, 1998, the Company has been primarily engaged in the buildout
of its networks. In April 1998, the Company's members contributed PCS licenses
in four Louisiana markets to the Company from an affiliated company with common
ownership. Additionally, certain related assets and liabilities, including debt
used to finance the purchase of these four licenses, were also contributed.
These contributed assets and liabilities were recorded at their historical
costs. The Company commenced operations in these markets in late 1998. The
Company is currently in the process of building out PCS networks in other
markets for which its members hold licenses through the above mentioned
affiliated company. At the point these networks become operational, the
Company's members plan to contribute the applicable license to the Company
prior to commencement of operations. The Company is 50% owned by US Unwired
Inc. ("US Unwired"), and 50% by Cameron Communications Corporation ("Cameron").

See Note 6 for additional information.

The Company is economically dependent on its members for the continued
funding of its development and operations. The Company's members have committed
to provide such funding.

(b) Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventory consists of PCS telephones and related accessories and is carried
at cost. Cost is determined by the average cost method, which approximates the
first-in, first-out method.

(d) Property and Equipment

Property and equipment is stated at cost and depreciation is provided on a
straight-line basis over the estimated useful lives of the assets as follows:

Year

Facilities and equipment............................................ 5
Office equipment and fixtures....................................... 5 to 7
Vehicles............................................................ 5
Leasehold improvements.............................................. 3 to 5

F-37

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(e) Licenses

Licenses consist primarily of costs incurred in connection with the
acquisition of PCS licenses. These assets are recorded at cost and amortized
using the straight-line method over an estimated useful life of 20 years.
Amortization expense charged to operations in 1998 was $268,901.

(f) Long-Lived Assets

The Company assesses long-lived assets for impairment under Statement of
Financial Accounting Standards ("SFAS") 121, Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS 121 requires
that long-lived assets and certain identifiable intangibles to be held or
disposed of by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company periodically evaluates the recoverability of the
carrying amounts of its licenses and property and equipment in each market, as
well as the depreciation and amortization periods, based on estimated
undiscounted future cash flows and other factors to determine whether current
events or circumstances warrant reduction of the carrying amounts or
acceleration of the related amortization period.

(g) Deferred Financing Costs

Deferred financing costs include costs incurred in connection with the
issuance of the Company's long-term debt which are amortized over the term of
the related debt.

(h) Revenue Recognition

The Company earns revenue by providing access to and usage of its PCS
networks and sales of PCS merchandise. Service revenues include revenues for
charges to subscribers for both access to and usage of the Company's networks.
These revenues are recognized as they are earned by the Company. Revenues from
the sales of merchandise are recognized when the merchandise is delivered.

(i) Advertising Cost

Advertising costs are expensed as incurred. For the period from January 8,
1998 (inception) through December 31, 1998, approximately $935,000 of
advertising costs were incurred.

(j) Use of Estimates

F-38

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(k) Income Taxes

No provision for income taxes is provided as the Company's federal and state
income and/or loss is included in the income tax returns of its members.

(l) Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations
of credit risk consist primarily of cash and accounts receivable. The Company
places its cash and temporary cash investments with high credit quality
financial services companies. Collectibility of receivables is impacted by
economic trends in the Company's markets. The Company believes that accounts
receivable at December 31, 1998, is fully collectible and, as such, no
allowance was provided as of that date.

(m) Unaudited Interim Information

The financial information for the six months ended June 30, 1998 and 1999
has not been audited by independent accountants. Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted from the unaudited interim financial information. In the opinion of
management of the Company, the unaudited interim financial information includes
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation. Results of operations for the interim periods are not
necessarily indicative of the results of operations for the respective full
years.

(2) Property and Equipment:

The major categories of property and equipment at December 31, 1998 were as
follows:

(In thousands)

Facilities and equipment................................... $43,352
Office equipment and fixtures.............................. 145
Vehicles................................................... 32
Leasehold improvements..................................... 39
Construction in progress................................... 16,910
-------
60,478
Less accumulated depreciation ............................. 2,897
-------
$57,581
=======

The Company recorded depreciation expense of $2,897,306 during the period
from January 8, 1998 (inception) through December 31, 1998.

F-39

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(3) Long-term Debt:

In May 1998, the Company executed a $48,600,000 bank credit facility. The
notes outstanding under this bank credit facility provide for quarterly
interest only payments through December 2001 and quarterly principal payments
ranging from $190,651 to $3,145,751 plus interest commencing March 2002 through
December 2006. Interest rates are comprised of a combination of variable rates
based on either a variable lending rate established by a commercial bank plus a
margin ranging up to .375% or LIBOR plus a margin ranging up to 2.375%. At
December 31, 1998, the effective interest rate for these notes was 7.55% and
the total unfunded commitment was approximately $10,470,000. Substantially all
of the assets of the Company are pledged to secure the Company's obligation
including a security interest in all property and equipment, and pledge
agreements for all membership interests in the Company. Additionally, the
members have guaranteed a portion of the credit facility. The debt is subject
to certain restrictive covenants including maintaining certain financial
ratios, reaching defined subscriber growth goals, and limiting annual capital
expenditures. At December 31, 1998, the Company was not in compliance with the
restrictive covenants related to the number of subscribers and capital
expenditures. The Company has obtained a waiver from the lender for such
covenant violations.

Maturities of long-term debt for the five years succeeding December 31, 1998
are as follows:

(In thousands)

1999....................................................... $ --
2000....................................................... --
2001....................................................... --
2002....................................................... 763
2003....................................................... 3,813

The Company has entered into an interest rate swap agreement with a
commercial bank to reduce the impact of changes in interest rates on its
floating rate long-term debt. As the notional amount in the swap agreement
corresponds to the principal amount outstanding on the debt and the variable
rates in the swap and the debt use the same index, this agreement effectively
changes the Company's interest rate exposure on $16 million of floating rate
notes to a fixed 8.37%. The interest rate swap agreements mature at the time
the related notes mature. The Company is exposed to credit loss in the event of
nonperformance by the other party to the interest rate swap agreements.
However, the Company does not anticipate nonperformance by the counterparties.
The net position is settled quarterly and is recorded as an adjustment to
interest expense.

See Note 6 for additional information.

(4) Commitments and Contingencies:

The Company's PCS licenses are subject to a requirement that the Company
construct network facilities that offer coverage to at least one-third of the
population in each of its Basic Trading Areas ("BTAs") within five years from
the grant of the licenses and to at least two-thirds of the population within
10 years from the grant of the licenses. Should the Company fail to meet these
coverage

F-40

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

requirements, it may be subject to forfeiture of its licenses or the imposition
of fines by the FCC. The PCS buildout in each BTA is subject to the successful
completion of the network design, site and facility acquisitions, the purchase
and installation of the network equipment, network testing and the satisfactory
accommodation of microwave users currently using the spectrum.

The Company has open purchase orders totaling approximately $1,950,000
outstanding at December 31, 1998. These purchase orders are primarily
commitments to purchase fixed assets.

The Company is a party to various operating leases for facilities and
equipment. Rent expense for the year ended December 31, 1998 was $713,161.
Future minimum annual lease payments due under noncancelable operating leases
with terms in excess of one year are as follows:

(In thousands)

1999....................................................... $1,124
2000....................................................... 1,108
2001....................................................... 1,058
2002....................................................... 1,008
2003....................................................... 950
Thereafter................................................. 3,740
------
$8,988
======

A PCS licensee, such as the Company, is required to share a portion of its
spectrum with existing licensees that operate certain fixed microwave systems
within each of its BTAs. These licensees will initially have priority use of
their portion of the spectrum. To secure sufficient amount of unencumbered
spectrum to operate its PCS network efficiently, the Company has negotiated
agreements to pay for the microwave relocation of many of these existing
licensees, which costs have been capitalized. The Company also may be required
to contribute to the costs of relocation under agreements reached with other
PCS licenses if such relocation benefits the Company's license areas. Depending
on the terms of such agreements, the Company's ability to operate its PCS
network profitably could be adversely affected.

Employees of the Company participate in a 401(k) retirement plan (the
"401(k) plan") sponsored by a related party. Employees are eligible to
participate in the 401(k) plan when the employee has completed six months of
service. Under the 401(k) plan, participating employees may defer a portion of
their pretax earnings up to certain limits prescribed by the Internal Revenue
Service. The Company contributes a discretionary match equal to a percentage of
the amount deferred by the employee and a discretionary amount determined by
the Company from current or accumulated net profits. The Company's
contributions are fully vested upon the completion of 5 years of service.
Contribution expense related to the 401(k) plan was approximately $1,300 for
the period from January 8, 1998 (inception) through December 31, 1998.

F-41

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(5) Related Party Transactions:

During the year ended December 31, 1998, the Company incurred management
fees of $960,000 and $240,000 to US Unwired and Cameron, respectively, of which
$80,000 is payable to US Unwired and $60,000 is payable to Cameron at December
31, 1998.

The Company contracts with UniBill, Inc. ("UniBill"), a subsidiary of
Cameron, for all subscriber billing and accounts receivable data processing.
UniBill charges a $2.50 fee per bill processed. Billing expenses totaled
approximately $22,000 in 1998, of which $13,485 is payable at December 31,
1998.

(6) Subsequent Event

From January 8, 1999 through September 30, 1999, US Unwired made a series of
capital contributions to the Company which increased US Unwired's ownership
percentage in the Company to 71%.

On June 23, 1999, the Company entered into senior credit facilities for $130
million with certain lenders. The senior credit facilities provide for an $80
million reducing revolving credit facility, which matures on September 30,
2007, and a $50 million delay draw term loan, which matures on September 30,
2007. All loans made under the senior credit facilities bear interest at
variable rates tied to the prime rate, the federal funds rate or the London
Interbank Offering Rate. The senior credit facilities are secured by a first
priority security interest in all tangible and intangible assets of the Company
and its subsidiaries (including the owned PCS licenses, if legally permitted);
a pledge by US Unwired and Cameron of 100% of the ownership interests in the
Company; a pledge by the Company of its ownership interest in any of the
Company's present and future subsidiaries; and an assignment of all Sprint PCS
agreements and any network contract (including software rights).

A portion of the proceeds from this new credit facility were used to
extinguish the Company's existing credit facility. As a result, the unamortized
debt issuance costs related to this existing credit facility, totaling
$614,000, were written off as an extraordinary item.

Effective October 1, 1999, US Unwired entered into a $130 million senior
credit facility. In connection with this new credit facility, the Company's
$130 million senior credit facilities discussed above were extinguished. As a
result, the unamortized debt issuance costs related to this existing credit
facility, totaling $3,151,000, were written off in October 1999 as an
extraordinary item.

F-42

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[LOGO OF US UNWIRED APPEARS HERE]

US Unwired Inc.

Offer to Exchange 13 3/8% Series B Senior
Subordinated Discount Notes due 2009
For All Existing 13 3/8% Series A Senior
Subordinated Discount Notes due 2009

-----------------------------

PROSPECTUS

-----------------------------

, 2000

- --------------------------------------------------------------------------------
Until , all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. The letter of transmittal states that
by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for existing notes where such existing
notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, for a period of
one year and 30 days after the effective date of the registration statement of
which this prospectus is a part, we will make this prospectus available to any
broker-dealer for use in connection with any such resale.

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities to which it relates or any offer to sell or the
solicitation of an offer to buy such securities in any jurisdiction or under
any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in our
affairs since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

Section 83A(1) of the Louisiana Business Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys'
fees and amounts paid in settlement not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such action, and that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of his duty
to the corporation, unless, and only to the extent that the court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

Section 83(B) provides that to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:

. By the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or
proceeding, or

. If such a quorum is not obtainable and the board of directors so
directs, by independent legal counsel, or

. By the shareholders.

The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of shareholders or directors, regardless of
whether directors authorizing such indemnification are

II-1

beneficiaries thereof, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of his heirs and legal representative;
however, no such other indemnification measure shall permit indemnification of
any person for the results of such person's willful or intentional misconduct.

Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:

. For any breach of the director's or officer's duty of loyalty to the
corporation or its shareholders;

. For acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. Who knowingly or without the exercise of reasonable care and inquiry
votes in favor of a dividend paid in violation of Louisiana law, any
other unlawful distribution, payment or return of assets to be made to
the shareholders or stock purchases or redemptions in violation of
Louisiana law; or

. For any transaction from which the director or officer derived an
improper personal benefit.

Article VI of US Unwired's Articles of Incorporation contains the provisions
permitted by Section 24 of the Louisiana Business Corporation Law and permits
the Board of Directors to take further action to provide indemnification to,
and limit the liability of, to the full extent permitted by law, the directors
and officers of US Unwired by causing US Unwired to enter into contracts with
its directors and officers, adopting by-laws or resolutions, and causing US
Unwired to procure and maintain directors' and officers' liability insurance or
other similar arrangements, notwithstanding that some or all of the members of
the Board of Directors acting with respect to the foregoing may be parties to
such contracts or beneficiaries of such by-laws or resolutions or insurance or
arrangements.

Article VI permits the Board of Directors to cause US Unwired to approve for
its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

Section 11 of US Unwired's by-laws makes mandatory the indemnification of
any of its officers and directors against any expenses, costs, attorneys' fees,
judgments, punitive or exemplary damages, fines and amounts paid in settlement
actually and reasonably incurred by him (as they are incurred) by reason of his
position as director or officer of US Unwired or any subsidiary or other
specified positions if he is successful in his defense of the matter on the
merits or otherwise or has been found to have met the applicable standard of
conduct.

The standard of conduct is met when the director or officer is found to have
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of US

II-2

Unwired, and, in the case of a criminal action or proceeding, with no
reasonable cause to believe that his conduct was unlawful. No indemnification
is permitted in respect of any matter as to which a director or officer shall
have been finally adjudged by a court of competent jurisdiction to be liable
for willful or intentional misconduct or to have obtained an improper personal
benefit, unless, and only to the extent that the court shall determine upon
application that, in view of all the circumstances of the case, he is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.

Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director
or officer is or may become entitled under any statute, article of
incorporation, by-law, authorization of shareholders or directors, agreement or
otherwise; and that US Unwired intends by this section to indemnify and hold
harmless a director or officer to the fullest extent permitted by law.

On October 29, 1999, US Unwired issued $50 million of its Series A preferred
stock to The 1818 Fund. The 1818 Fund has already designated one individual as
a member of the Board of Directors of US Unwired and is entitled to appoint one
additional individual to become a member of the Board of Directors, but has not
yet done so. This individual, when appointed to our Board of Directors, will be
entitled to the foregoing indemnification. In connection with the issuance of
the Series A preferred stock to The 1818 Fund, US Unwired entered into a
registration rights agreement with The 1818 Fund pursuant to which a seller of
registrable securities may be required to indemnify US Unwired and its officers
and directors under specified circumstances.

US Unwired maintains a directors' and officers' liability insurance policy.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit
Number Description of Exhibit
------- ----------------------

II-3

Exhibit
Number Description of Exhibit
------- ----------------------

4.3 Intercreditor Agreement dated as of October 29, 1999 between CoBank,
ACB and State Street Bank and Trust Company.
4.4 A/B Exchange Registration Rights Agreement dated as of October 29,
1999 by and among US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets, Inc.
5.1* Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
10.1 Purchase Agreement dated as of October 26, 1999 among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.; Donaldson, Lufkin &
Jenrette Securities Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2 Shareholders Agreement dated as of September 24, 1999 among US Unwired
Inc. and the shareholders of US Unwired Inc. who are signatories
thereto.
10.3 US Unwired Inc. 1999 Equity Incentive Plan.
10.4* Sprint PCS Management Agreement dated February 8, 1999 among
Wirelessco, L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana
Unwired, LLC, including Addendum I, Addendum II, Sprint Trademark and
Service Mark License Agreement and Sprint Spectrum Trademark and
Service Mark License Agreement.
10.5* Sprint PCS Management Agreement dated June 8, 1998 among Wirelessco,
L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana Unwired,
LLC, including Addendum I, Addendum II, Sprint Trademark and Service
Mark License Agreement and Sprint Spectrum Trademark and Service Mark
License Agreement.
10.6 Securities Purchase Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund III, L.P.
10.7 Registration Rights Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund, L.P.
10.8 Shareholders Agreement dated as of October 29, 1999 by and among US
Unwired Inc., The 1818 Fund III, L.P. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.9* Headquarters Building Lease.
10.10 Credit Agreement dated as of October 1, 1999 by and among US Unwired
Inc., as Borrower, and CoBank, ACB, as Administrative Agent and a
Lender, First Union Capital Markets Corp., as Syndication Agent and a
Co-Arranger, The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arranger, First Union
National Bank, as a Lender, and the other Lenders referred to therein.
10.11* Management and Construction Agreement dated as of January 1, 1999 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.12* Authorized Dealer Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC.

II-4

Exhibit
Number Description of Exhibit
------- ----------------------

10.13* Agreement dated as of May 13, 1998 by and between US Unwired Inc. and
Louisiana Unwired, LLC for Louisiana Unwired, LLC to do business as US
Unwired Inc.
10.14* Billing Agreement dated as of May 13, 1998 by and between Unibill,
Inc. and Louisiana Unwired, LLC.
10.15* Long Distance Agreement dated as of June 10, 1998 by and between
Cameron Communications Corporation and US Unwired Inc.
10.16* Omnibus Agreement dated as of September 7, 1999 by and among US
Unwired Inc., EATELCORP, Inc., Fort Bend Telephone Company, XIT
Leasing, Inc., Wireless Management Corporation, Meretel Communications
Limited Partnership and Meretel Wireless, Inc.
12.1 Ratio of earnings to fixed charges.
21.1 Subsidiaries of US Unwired Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Correro, Fishman, Haygood, Phelps, Walmsley & Casteix, LLP
(included in Exhibit 5.1).
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Beneficial Owners.
99.4 Form of Letter to Registered Holders and Book-Entry Transfer Facility
Participants.
99.5 Form of Instruction to Registered Holder and Book-Entry Transfer
Facility Participant from Owner.

- --------
*To be filed by amendment.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the

II-5

registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Lake Charles,
State of Louisiana, on December 7, 1999.

US UNWIRED INC.

By: /s/ Robert W. Piper
----------------------------------
Robert W. Piper
President and Chief Operating
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 7, 1999.

Signature Title
--------- -----

/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)

/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn

/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich

/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper

/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.

/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lake Charles, State of Louisiana, on December 7, 1999.

LOUISIANA UNWIRED, LLC

By: /s/ Robert W. Piper
----------------------------------
Robert W. Piper
Manager/President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 7, 1999.

Signature Title
--------- -----

/s/ Robert W. Piper Manager/President (Principal Executive
______________________________________ Officer, Principal Financial Officer
Robert W. Piper and Principal Accounting Officer)

/s/ Thomas G. Henning Assistant Manager/Secretary
______________________________________
Thomas G. Henning

UNWIRED TELECOM CORP. Member

By: /s/ Robert W. Piper
-------------------------------
Robert W. Piper, President

CAMERON COMMUNICATIONS Member
CORPORATION

By: /s/ Thomas G. Henning
-------------------------------
Thomas G. Henning, Vice
President

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Lake Charles, State of Louisiana, on December 7, 1999.

UNWIRED TELECOM CORP.

By: /s/ Robert W. Piper
----------------------------------
Robert W. Piper
President and Chief Operating
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 7, 1999.

Signature Title
--------- -----

/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)

/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn

/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich

/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper

/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.

/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning

II-9

EXHIBIT INDEX

Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------

3.1 Articles of Incorporation of US Unwired Inc. dated as
of September 23, 1999.
3.2 Articles of Amendment to Articles of Incorporation of
US Unwired Inc. dated as of October 25, 1999.
3.3 By-laws of US Unwired Inc. adopted September 30, 1999.
3.4* Articles of Organization of Louisiana Unwired, LLC
dated as of January 2, 1998.
3.5* Operating Agreement of Louisiana Unwired, LLC dated as
of February 23, 1998.
3.6* Articles of Incorporation of Unwired Telecom Corp., as
amended.
3.7* By-laws of Unwired Telecom Corp. dated as of January
16, 1997.
4.1 Indenture dated as of October 29, 1999 among US Unwired
Inc., the Guarantors (as defined therein) and State
Street Bank and Trust Company.
4.2 Pledge and Security Agreement dated as of October 29,
1999 by and between Louisiana Unwired, LLC and State
Street Bank and Trust Company.
4.3 Intercreditor Agreement dated as of October 29, 1999
between CoBank, ACB and State Street Bank and Trust
Company.
4.4 A/B Exchange Registration Rights Agreement dated as of
October 29, 1999 by and among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.;
Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets,
Inc.
5.1* Opinion of Correro Fishman Haygood Phelps Walmsley &
Casteix, L.L.P.
10.1 Purchase Agreement dated as of October 26, 1999 among
US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities
Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2 Shareholders Agreement dated as of September 24, 1999
among US Unwired Inc. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.3 US Unwired Inc. 1999 Equity Incentive Plan.
10.4* Sprint PCS Management Agreement dated February 8, 1999
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Addendum I, Addendum II, Sprint Trademark and Service
Mark License Agreement and Sprint Spectrum Trademark
and Service Mark License Agreement.
10.5* Sprint PCS Management Agreement dated June 8, 1998
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Addendum I, Addendum II, Sprint Trademark and Service
Mark License Agreement and Sprint Spectrum Trademark
and Service Mark License Agreement.

Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------

10.6 Securities Purchase Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund III,
L.P.
10.7 Registration Rights Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund, L.P.
10.8 Shareholders Agreement dated as of October 29, 1999 by
and among US Unwired Inc., The 1818 Fund III, L.P. and
the shareholders of US Unwired Inc. who are signatories
thereto.
10.9* Headquarters Building Lease.
10.10 Credit Agreement dated as of October 1, 1999 by and
among US Unwired Inc., as Borrower, and CoBank, ACB, as
Administrative Agent and a Lender, First Union.Capital
Markets Corp., as Syndication Agent and a Co-Arranger,
The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arrnager,
First Union National Bank, as a Lender, and the other
Lenders referred to therein.
10.11* Management and Construction Agreement dated as of
January 1, 1999 by and between US Unwired Inc. and
Louisiana Unwired, LLC.
10.12* Authorized Dealer Agreement dated as of May 13, 1998 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.13* Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC for Louisiana
Unwired, LLC to do business as US Unwired Inc.
10.14* Billing Agreement dated as of May 13, 1998 by and
between Unibill, Inc. and Louisiana Unwired, LLC.
10.15* Long Distance Agreement dated as of June 10, 1998 by
and between Cameron Communications Corporation and US
Unwired Inc.
10.16* Omnibus Agreement dated as of September 7, 1999 by and
among US Unwired Inc., EATELCORP, Inc., Fort Bend
Telephone Comany, XIT Leasing, Inc., Wireless
Management Corporation, Meretel Communications Limited
Partnership and Meretel Wireless, Inc.
12.1 Ratio of earnings to fixed charges.
21.1 Subsidiaries of US Unwired Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Correro, Fishman, Haygood, Phelps, Walmsley
& Casteix, LLP (included in Exhibit 5.1).

Exhibit
Number Description of Exhibit
------- ----------------------

99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Beneficial Owners.
99.4 Form of Letter to Registered Holders and Book-Entry Transfer Facility
Participants.
99.5 Form of Instruction to Registered Holder and Book-Entry Transfer
Facility Participant from Beneficial Owner.

- --------
*To be filed by amendment.