REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and 
entered into as of February 20, 1998, by and between Teligent, Inc., a Delaware
corporation (the "Company"), and Merril Lynch & Co., Merrill Lynch, Pierce, 
Fenner & Smith Incorporated ("Merrill Lynch"), Goldman, Sachs & Co., Salomon 
Brothers Inc, and TD Securities (USA) Inc. (collectively, the "Initial 
Purchasers").

          This Agreement is made pursuant to the Purchase Agreement dated 
February 12, 1998 between the Company and the Initial Purchasers (the 
"Purchase Agreement"), which provides for the sale by the Company to the 
Initial Purchasers of $440,000,000 aggregate principal amount at maturity 
of the Company's 11 1/2% Senior Discount Notes due 2008 (the "Initial 
Notes").  In order to induce the Initial Purchasers to enter into the 
Purchase Agreement, the Company has agreed to provide to the Initial 
Purchasers and their direct and indirect transferees and assigns the 
registration rights set forth in this Agreement.  The execution and
delivery of this Agreement is a condition to the closing under the Purchase 
Agreement.  

          In consideration of the foregoing, the parties hereto agree as 
follows:

          1.  Definitions.  As used in this Agreement, the following 
capitalized defined terms shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from 
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time to time, and the rules and regulations of the SEC promulgated 
thereunder.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as 
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amended from time to time, and the rules and regulations of the SEC 
promulgated thereunder.

          "Closing Time" shall mean the Closing Time as defined in the 
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Purchase Agreement.  

          "Company" shall have the meaning set forth in the preamble of this 
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Agreement and also includes the Company's successors.

          "Depositary" shall mean The Depository Trust Company, or any other 
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depositary appointed by the Company, provided, however, that any such 
depositary must have an address in the Borough of Manhattan, in the City 
of New York.


          "Exchange Notes" shall mean 11 1/2% Series B Senior Discount Notes 
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due 2008 issued by the Company under the Indenture containing terms identical 
to the Initial Notes (except that (i) interest thereon shall accrue from 
the last date on which interest was paid on the Notes or, if no such 
interest has been paid, from February 20, 1998, (ii) the transfer 
restrictions thereon shall be eliminated and (iii) certain provisions 
relating to an increase in the stated rate of interest thereon shall be 
eliminated) to be offered to Holders of Notes in exchange for Notes 
pursuant to the Exchange Offer.

          "Exchange Offer" shall mean the exchange offer by the Company of 
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Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

          "Exchange Offer Registration" shall mean a registration under the 
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1933 Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange 
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offer registration statement on Form S-4 (or, if applicable, on another 
appropriate form), and all amendments and supplements to such registration 
statement, in each case including the Prospectus contained therein, all 
exhibits thereto and all material incorporated by reference therein.

          "Holders" shall mean the Initial Purchasers, for so long as they 
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own any Registrable Notes, and each of their successors, assigns and direct 
and indirect transferees who become owners of Registrable Notes under the 
Indenture.

          "Indenture" shall mean the Indenture relating to the Notes dated 
           ---------
as of February 20, 1998 between the Company and First Union National Bank,
as trustee, as the same may be amended from time to time in accordance with 
the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the 
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preamble of this Agreement. 

          "Majority Holders" shall mean the Holders of a majority of the 
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aggregate principal amount of outstanding Registrable Notes; provided that 
whenever the consent or approval of Holders of a specified percentage of 
Registrable Notes is required hereunder, Registrable Notes held by the 
Company or any of its affiliates (as such term is defined in Rule 405 
under the 1933 Act) (other than the Initial Purchasers or subsequent 
holders of Registrable Notes if such subsequent holders are deemed to be 
such affiliates solely by reason of their holding of such Registrable 
Notes) shall be disregarded in determining whether such consent or 
approval was given by the Holders of such required percentage or amount.

          "Person" shall mean an individual, partnership, limited liability 
           ------
company, corporation, trust or unincorporated organization, or a 
government or agency or political subdivision thereof.


          "Prospectus" shall mean the prospectus included in a Registration 
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Statement, including any preliminary prospectus, and any such prospectus 
as amended or supplemented by any prospectus supplement, including a 
prospectus supplement with respect to the terms of the offering of any 
portion of the Registrable Notes covered by a Shelf Registration 
Statement, and by all other amendments and supplements to a prospectus, 
including post-effective amendments, and in each case including all 
material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the 
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preamble of this Agreement. 

          "Registrable Notes" shall mean the Initial Notes; provided, however,
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that the Initial Notes shall cease to be Registrable Notes when (i) a 
Registration Statement with respect to such  Notes shall have been 
declared effective under the 1933 Act and such Notes shall have been 
disposed of pursuant to such Registration Statement, (ii) such  Notes 
shall have been sold to the public pursuant to Rule 144 (or any similar 
provision then in force, but not Rule 144A) under the 1933 Act, (iii) such 
Notes shall have ceased to be outstanding or (iv) such Notes have been 
exchanged for Exchange Notes upon consummation of the Exchange Offer.


          "Registration Expenses" shall mean any and all expenses incident 
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to performance of or compliance by the Company with this Agreement, including
without limitation:  (i) all SEC, stock exchange, "over-the-counter" 
market or National Association of Securities Dealers, Inc. ("NASD") 
registration and filing fees, (ii) all fees and expenses incurred in 
connection with compliance with state or other securities or blue sky laws 
and compliance with the rules of the NASD (including reasonable fees and 
disbursements of one counsel for any underwriters and Holders in 
connection with state or other securities or blue sky qualification of any 
of the Exchange Notes or Registrable Notes), (iii) all expenses of any 
Persons in preparing or assisting in preparing, word processing, printing 
and distributing any Registration Statement, any Prospectus, any 
amendments or supplements thereto, any underwriting agreements, securities 
sales agreements, certificates representing the Exchange Notes and other 
documents relating to the performance of and compliance with this 
Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred 
in connection with the listing, if any, of any of the Registrable Notes on 
any securities exchange or exchanges, (vi) all fees and disbursements 
relating to the qualification of the Indenture under applicable securities 
laws, (vii) the fees and disbursements of counsel for the Company and, in 
the case of a Shelf Registration Statement, the reasonable fees and 
disbursements (including the expenses of preparing and distributing any 
underwriting or securities sales agreement) of one counsel (in addition to 
appropriate local counsel) for the Holders (which counsel shall be 
selected in writing by the Majority Holders), (viii) the fees and expenses 
of the independent public accountants of the Company, including the 
expenses of any special audits or "cold comfort" letters required by or 
incident to such performance and compliance, (ix) the fees and expenses of 
a "qualified independent underwriter" as defined by Conduct Rule 2720 of 
the NASD, if required by the NASD rules, in connection with the offering 
of the Registrable Notes, (x) the fees and expenses of the trustee, 
including its counsel, and any escrow agent or custodian, and (xi) any 
fees and disbursements of the underwriters customarily required to be paid 
by issuers or sellers of securities and the reasonable fees and expenses 
of any special experts retained by the Company in connection with any 
Registration Statement, but excluding underwriting discounts and 
commissions and transfer taxes, if any, relating to the sale or 
disposition of Registrable Notes by a Holder.

          "Registration Statement" shall mean any registration statement of 
           ----------------------
the Company which covers any of the Exchange Notes or Registrable Notes 
pursuant to the provisions of this Agreement, and all amendments and 
supplements to any such Registration Statement, including post-effective 
amendments, in each case including the Prospectus contained therein, all 
exhibits thereto and all material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.
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          "Shelf Registration" shall mean a registration effected pursuant to 
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Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration 
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statement of the Company pursuant to the provisions of Section 2(b) of 
this Agreement which covers all of the then Registrable Notes on an 
appropriate form under Rule 415 under the 1933 Act, or any similar rule 
that may be adopted by the SEC, and all amendments and supplements to such 
registration statement, including post-effective amendments, in each case 
including the Prospectus contained therein, all exhibits thereto and all 
material incorporated by reference therein.

          "Trustee" shall mean the trustee with respect to the Notes under the
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Indenture.


          2.  Registration Under the 1933 Act.  (a)  Exchange Offer 
Registration.  To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Company shall (i) file within
90 days after the Closing Time an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Notes for Exchange Notes, (ii) use its best efforts to cause
such Exchange Offer Registration Statement to be declared effective by the
SEC within 150 days after the date hereof, (iii) use its best efforts to
cause such Exchange Offer Registration Statement to remain effective until
the closing of the Exchange Offer and (iv) use its best efforts to consummate
the Exchange Offer within 180 days following the date hereof.  The Exchange
Notes will be issued under the Indenture.  Upon the effectiveness of the 
Exchange Offer Registration Statement, the Company shall promptly commence 
the Exchange Offer, it being the objective of such Exchange Offer to enable
each Holder (other than Participating Broker-Dealers (as defined in 
Section 3(f))) eligible and electing to exchange Registrable Notes for 
Exchange Notes (assuming that (i) such Holder is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires 
the Exchange Notes in the ordinary course of such Holder's business and
(iii) has no arrangements or understandings with any person to participate 
in the Exchange Offer for the purpose of distributing the Exchange Notes) 
to trade such Exchange Notes from and after their receipt without any 
limitations or restrictions under the 1933 Act and without material 
restrictions under the securities laws of a substantial proportion of 
the several states of the United States. 

          In connection with the Exchange Offer, the Company shall:

          (i)   mail to each Holder a copy of the Prospectus forming part of 
    the Exchange Offer Registration Statement, together with an appropriate 
    letter of transmittal and related documents;

          (ii)  keep the Exchange Offer open for not less than 20 business 
    days after the date notice thereof is mailed to the Holders (or longer if 
    required by applicable law);

          (iii) use the services of the Depositary for the Exchange Offer with
    respect to Notes evidenced by global certificates;

          (iv)  permit Holders to withdraw tendered Registrable Notes at any 
    time prior to the close of business, New York City time, on the last 
    business day on which the Exchange Offer shall remain open, by sending to 
    the institution specified in the notice, a telegram, telex, facsimile 
    transmission or letter setting forth the name of such Holder, the 
    principal amount of Registrable Notes delivered for exchange, and a 
    statement that such Holder is withdrawing its election to have such Notes 
    exchanged; and

          (v)   otherwise comply in all respects with all applicable laws 
    relating to the Exchange Offer.

          As soon as practicable after the close of the Exchange Offer, the 
    Company shall:

          (i)   accept for exchange Registrable Notes duly tendered and not 
    validly withdrawn pursuant to the Exchange Offer in accordance with the 
    terms of the Exchange Offer Registration Statement and the letter of 
    transmittal which is an exhibit thereto; 

          (ii)  deliver, or cause to be delivered, to the Trustee for 
    cancellation all Registrable Notes so accepted for exchange by the 
    Company; and 

          (iii) cause the Trustee promptly to authenticate and deliver 
    Exchange Notes to each Holder of Registrable Notes equal in amount to 
    the Registrable Notes of such Holder so accepted for exchange.

          Interest on each Exchange Note will accrue from the last date on 
which interest was paid on the Registrable Notes surrendered in exchange
therefor or, if no interest has been paid on the Registrable Notes, from
February 20, 1998.  The Exchange Offer shall not be subject to any 
conditions, other than that the Exchange Offer, or the making of any 
exchange by a Holder, does not violate applicable law or any applicable 
interpretation of the staff of the SEC.  Each Holder of Registrable Notes 
(other than Participating Broker-Dealers) who wishes to exchange such
Registrable Notes for Exchange Notes in the Exchange Offer shall have
represented that (i) it is not an affiliate (as defined in Rule 405 under 
the 1933 Act) of the Company, or, if it is such an affiliate, it will 
comply with the registration and prospectus delivery requirements of the 
Securities Act to the extent applicable, (ii) any Exchange Notes to be 
received by it were acquired in the ordinary course of business, (iii) 
at the time of the commencement of the Exchange Offer it has no 
arrangement with any person to participate in the distribution (within 
the meaning of the 1933 Act) of the Exchange Notes and (iv) it is not 
acting on behalf of any Person who could not make the representations 
in clauses (i) through (iii).  The Company shall inform the Initial 
Purchasers of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Initial Purchasers shall have the right to contact 
such Holders and otherwise facilitate the tender of Registrable Notes in 
the Exchange Offer.  

          (b)  Shelf Registration.  (i) If, because of any change in law or 
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applicable interpretations thereof by the staff of the SEC, the Company is not 
permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, 
or (ii) if for any other reason the Exchange Offer Registration Statement is 
not declared effective within 150 days following the date hereof, or the 
Exchange Offer cannot be consummated within 180 days following the date hereof, 
or (iii) if any Holder (other than an Initial Purchaser) is not eligible to 
participate in the Exchange Offer or (iv) upon the written request of any 
Initial Purchaser (with respect to any Registrable Notes which it acquired from 
the Company) following the consummation of the Exchange Offer if any such 
Initial Purchaser shall hold Registrable Notes which it acquired directly from 
the Company and if such Initial Purchaser is not permitted, in the opinion of 
counsel to such Initial Purchaser, pursuant to applicable law or applicable 
interpretation of the staff of the SEC to participate in the Exchange Offer, 
the Company will, at its own cost:


          (A)  as promptly as practicable, file with the SEC a Shelf 
          Registration Statement relating to the offer and sale of the then 
          outstanding Registrable Notes by the Holders from time to time in 
          accordance with the methods of distribution elected by the Majority 
          Holders of such Registrable Notes and set forth in such Shelf    
          Registration Statement, and use its best efforts to cause such Shelf 
          Registration Statement to be declared effective by the SEC by the 
          180th day after the date hereof (or promptly in the event of a 
          request any Initial Purchaser pursuant to clause (iv) above).  In 
          the event that the Company is required to file a Shelf Registration 
          Statement upon the request of any Holder (other than an Initial 
          Purchaser) not eligible to participate in the Exchange Offer pursuant 
          to clause (iii) above or upon the request of any Initial Purchaser
          pursuant to clause (iv) above, the Company shall file and use its 
          best efforts to have declared effective by the SEC both an Exchange
          Offer Registration Statement pursuant to Section 2(a) with respect 
          to all Registrable Notes and a Shelf Registration Statement (which 
          may be a Registration Statement combined with the Exchange Offer 
          Registration Statement) with respect to offers and sales of 
          Registrable Notes held by such Holder or such Initial Purchaser 
          after completion of the Exchange Offer;

          (B)  use its best efforts to keep the Shelf Registration Statement
  
          continuously effective in order to permit the Prospectus forming part 
          thereof to be usable by Holders for a period of two years from the 
          date hereof or such shorter period which will terminate when all of 
          the Registrable Notes covered by the Shelf Registration Statement 
          have been sold pursuant to the Shelf Registration Statement or all of 
          the Registrable Notes become eligible for resale pursuant to Rule 
          144 under the 1933 Act without volume restrictions; and

          (C)  notwithstanding any other provisions hereof, use its efforts 
          to ensure that (i) any Shelf Registration Statement and any amendment 
          thereto and any Prospectus forming part thereof and any supplement
          thereto complies in all material respects with the 1933 Act, (ii) any 
          Shelf Registration Statement and any amendment thereto does not, when 
          it becomes effective, contain an untrue statement of a material fact 
          or omit to state a material fact required to be stated therein or 
          necessary to make the statements therein not misleading and (iii) 
          any Prospectus forming part of any Shelf Registration Statement, 
          and any supplement to such Prospectus (as amended or supplemented 
          from time to time), does not include an untrue statement of a material
          fact or omit to state a material fact necessary in order to make the 
          statements, in light of the circumstances under which they were made, 
          not misleading.

          The Company further agrees, if necessary, to supplement or amend the 
Shelf Registration Statement if reasonably requested by Holders with respect to 
information relating to the Holders and otherwise as required by Section 3(b) 
below, to use all reasonable efforts to cause any such amendment to become 
effective and such Shelf Registration to become usable as soon as practicable 
thereafter and to furnish to the Holders of Registrable Notes copies of any 
such supplement or amendment promptly after its being used or filed with the 
SEC.


          (c)  Expenses.  The Company shall pay all Registration Expenses in 
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connection with the registration pursuant to Section 2(a) and 2(b).  Each 
Holder shall pay all expenses of its counsel other than as set forth in the 
preceding sentence, underwriting discounts and commissions and transfer taxes, 
if any, relating to the sale or disposition of such Holder's Registrable Notes 
pursuant to the Shelf Registration Statement.

          (d)  Effective Registration Statement.  (i) The Company will be 
               --------------------------------
deemed not to have used its best efforts to cause a Registration Statement to 
become, or to remain, effective during the requisite periods set forth herein 
if it voluntarily takes any action that would result in any such Registration 
Statement not being declared effective or in the Holders of Registrable Notes 
covered thereby not being able to exchange or offer and sell such Registrable 
Notes during that period unless such action is required by applicable law so
long as the Company promptly complies with the requirements of Section 3(k)
hereof, if applicable.

          (ii)  An Exchange Offer Registration Statement pursuant to Section 
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof 
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Notes pursuant to a Registration 
Statement is interfered with by any stop order, injunction or other order or 
requirement of the SEC or any other governmental agency or court, such 
Registration Statement will be deemed not to have been effective during the 
period of such interference, until the offering of Registrable Notes pursuant 
to such Registration Statement may legally resume. 


          (e)Increase in Interest Rate.  In the event that (i) the Exchange 
             -------------------------
Offer Registration Statement is not filed with the SEC on or prior to the 90th 
day following the date hereof, (ii) the Exchange Offer Registration Statement 
is not declared effective on or prior to the 150th day following the date 
hereof or (iii) the Exchange Offer is not consummated prior to the 180th day 
following the date hereof or a Shelf Registration Statement with respect to the 
Registrable Notes is not declared effective on or prior to the 180th day 
following the date hereof, cash interest ("Additional Interest") will accrue and
become payable at a rate of one-quarter of one percent per annum following such 
90-day period in the case of clause (i) above, following such 150-day period in 
the case of clause (ii) above, or following such 180-day period in the case of 
clause (iii) above, which rate will be increased by an additional one-quarter 
of one percent per annum for each 90-day period that any additional interest 
continues to accrue, provided that the aggregate increase in such interest rate 
will in no event exceed one percent per annum.  Such Additional Interest shall 
become payable semi-annually on each March 1 and September 1, as applicable, 
following the periods set forth in clauses (i), (ii) and (iii) above.  Upon (x) 
the filing of the Exchange Offer Registration Statement after the 90-day period 
described in clause (i) above, (y) the effectiveness of the Exchange Offer 
Registration Statement, after the 150-day period described in clause (ii) above 
or (z) consummation of the Exchange Offer, or the effectiveness of the Shelf 
Registration Statement, as the case may be, after the 180-day period described 
in clause (iii) above, the interest rate borne by the Notes from the date of 
such filing, effectiveness or consummation, as the case may be, will be reduced 
to the original interest rate if the Company is otherwise in compliance with 
this paragraph; provided, however, that, if after any such reduction in interest
rate, a different event specified in clauses (i), (ii) or (iii) above occurs, 
the interest rate will again be increased and thereafter reduced pursuant to the
foregoing conditions.  

          (f)  Specific Enforcement.  Without limiting the remedies available 
             --------------------
to the Initial Purchasers and the Holders, the Company acknowledges that any 
failure by it to comply with its obligations under Sections 2(a) and 2(b) hereof
may result in material irreparable injury to the Initial Purchasers or the 
Holders for which there is no adequate remedy at law, that it will not be 
possible to measure damages for such injuries precisely and that, in the event 
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company' obligations under 
Sections 2(a) and 2(b) hereof.

          3.  Registration Procedures.   In connection with the obligations 
              -----------------------
of the Company with respect to the Registration Statements pursuant to Sections 
2(a) and 2(b) hereof, the Company shall:

          (a)  prepare and file with the SEC a Registration Statement, within 
     the time period specified in Section 2, on the appropriate form under the 
     1933 Act, which form (i) shall be selected by the Company, (ii) shall, in 
     the case of a Shelf Registration, be available for the sale of the 
     Registrable Notes by the selling Holders thereof and (iii) shall comply as 
     to form in all material respects with the requirements of the applicable 
     form required by the SEC and include or incorporate by reference all 
     financial statements required by the SEC to be filed therewith, and use 
     its best efforts to cause such Registration Statement to become effective 
     and remain effective in accordance with Section 2 hereof;

          (b)  prepare and file with the SEC such amendments and post-
     effective amendments to (i) the Exchange Offer Registration Statement as 
     may be necessary under applicable law to keep such Exchange Offer 
     Registration Statement effective for the period required to comply with 
     Section 2(a) (except to the extent the Company is unable to consummate the 
     Exchange Offer and the Company complies with Section 2(b), subject in all 
     respects to Section 3(f) hereof), and (ii) the Shelf Registration 
     Statement as may be necessary under applicable law to keep such Shelf 
     Registration Statement effective for the period required pursuant to 
     Section 2(b) hereof; cause each Prospectus to be supplemented by any 
     required prospectus supplement, and as so supplemented to be filed 
     pursuant to Rule 424 under the 1933 Act; and comply with the provisions of 
     the 1933 Act with respect to the disposition of all securities covered by 
     each Registration Statement during the applicable period in accordance 
     with the intended method or methods of distribution by the selling Holders 
     thereof;


          (c)  in the case of a Shelf Registration, (i) notify each Holder of 
     Registrable Notes, at least ten days prior to filing, that a Shelf 
     Registration Statement with respect to the Registrable Notes is being 
     filed and advising such Holders that the distribution of Registrable Notes 
     will be made in accordance with the method elected by the Majority 
     Holders; and (ii) furnish to each Holder of Registrable Notes, to counsel 
     for the Initial Purchasers, to counsel for the Holders and to each 
     underwriter of an underwritten offering of Registrable Notes, if any, 
     without charge, as many copies of each Prospectus, including each 
     preliminary Prospectus, and any amendment or supplement thereto and such 
     other documents as such Holder or underwriter may reasonably request, 
     including financial statements and schedules and, if the Holder so 
     requests, all exhibits (including those incorporated by reference) in 
     order to facilitate the public sale or other disposition of the 
     Registrable Notes; and (iii) subject to the last paragraph of Section 3, 
     hereby consent to the use of the Prospectus, including each preliminary 
     Prospectus, or any amendment or supplement thereto by each of the selling 
     Holders of Registrable Notes in connection with the offering and sale of 
     the Registrable Notes covered by the Prospectus or any amendment or 
     supplement thereto;

          (d)  use its best efforts to register or qualify the Registrable 
     Notes under all applicable state securities or "blue sky" laws of such 
     jurisdictions as any Holder of Registrable Notes covered by a Registration 
     Statement and each underwriter of an underwritten offering of Registrable 
     Notes shall reasonably request by the time the applicable Registration 
     Statement is declared effective by the SEC, to cooperate with the Holders 
     in connection with any filings required to be made with the NASD, keep 
     each such registration or qualification effective during the period such 
     Registration Statement is required to be effective and do any and all 
     other acts and things which may be reasonably necessary or advisable to 
     enable such Holder to consummate the disposition in each such jurisdiction 
     of such Registrable Notes owned by such Holder; provided, however, that 
     the Company shall not be required to (i) qualify as a foreign corporation 
     or as a dealer in securities in any jurisdiction where they would not 
     otherwise be required to qualify but for this Section 3(d) or (ii) take 
     any action which would subject them to general service of process or 
     taxation in any such jurisdiction if they are not then so subject;


          (e)  in the case of a Shelf Registration, notify each Holder of 
     Registrable Notes and counsel for such Holders promptly and, if requested 
     by such Holder or counsel, confirm such advice in writing promptly (i) 
     when a Registration Statement has become effective and when any post-
     effective amendments and supplements thereto become effective, (ii) of any 
     request by the SEC or any state securities authority for post-effective 
     amendments and supplements to a Registration Statement and Prospectus or 
     for additional information after the Registration Statement has become 
     effective, (iii) of the issuance by the SEC or any state securities 
     authority of any stop order suspending the effectiveness of a Registration 
     Statement or the initiation of any proceedings for that purpose, (iv) if, 
     during the period a Registration Statement is effective, the 
     representations and warranties of the Company contained in any 
     underwriting agreement, securities sales agreement or other similar 
     agreement, if any, relating to such offering cease to be true and correct 
     in all material respects, (v) of the receipt by the Company of any 
     notification with respect to the suspension of the qualification of the 
     Registrable Notes for sale in any jurisdiction or the initiation or 
     threatening of any proceeding for such purpose, (vi) of the happening of 
     any event or the discovery of any facts during the period a Shelf 
     Registration Statement is effective which makes any statement made in such 
     Shelf Registration Statement or the related Prospectus untrue in any 
     material respect or which requires the making of any changes in such Shelf 
     Registration Statement or Prospectus in order to make the statements 
     therein not misleading and (vii) of any determination by the Company that 
     a post-effective amendment to a Registration Statement would be 
     appropriate;

          (f)   (A)  in the case of the Exchange Offer, (i) include in the 
     Exchange Offer Registration Statement a "Plan of Distribution" section 
     covering the use of the Prospectus included in the Exchange Offer 
     Registration Statement by broker-dealers who have exchanged their 
     Registrable Notes for Exchange Notes for the resale of such Exchange 
     Notes, (ii) for a period of 90 days, furnish to each broker-dealer who 
     desires to participate in the Exchange Offer and any other persons, if 
     any, with similar prospectus delivery requirements, without charge, as 
     many copies of each Prospectus included in the Exchange Offer Registration 
     Statement, including any preliminary prospectus, and any amendment or 
     supplement thereto, as such broker-dealer may reasonably request, (iii) 
     include in the Exchange Offer Registration Statement a statement that any 
     broker-dealer who holds Registrable Notes acquired for its own account as 
     a result of market-making activities or other trading activities (a 
     "Participating Broker-Dealer"), and who receives Exchange Notes for 
     Registrable Notes pursuant to the Exchange Offer, may be a statutory 
     underwriter and must deliver a prospectus meeting the requirements of the 
     1933 Act in connection with any resale of such Exchange Notes, (iv) 
     subject to the last paragraph of Section 3, hereby consent to the use of 
     the Prospectus forming part of the Exchange Offer Registration Statement 
     or any amendment or supplement thereto, by any broker-dealer in connection 
     with the sale or transfer of the Exchange Notes covered by the Prospectus 
     or any amendment or supplement thereto, and (v) include in the transmittal 
     letter or similar documentation to be executed by an exchange offeree in 
     order to participate in the Exchange Offer (x) the following provision:


          "If the undersigned is not a broker-dealer, the undersigned 
          represents that it is not engaged in, and does not intend to engage 
          in, a distribution of Exchange Notes.  If the undersigned is a 
          broker-dealer that will receive Exchange Notes for its own account 
          in exchange for Registrable Notes, it represents that the 
          Registrable Notes to be exchanged for Exchange Notes were acquired 
          by it as a result of market-making activities or other trading 
          activities and acknowledges that it will deliver a prospectus 
          meeting the requirements of the 1933 Act in connection with any 
          resale of such Exchange Notes pursuant to the Exchange Offer; 
          however, by so acknowledging and by delivering a prospectus, the 
          undersigned will not be deemed to admit that it is an "underwriter" 
          within the meaning of the 1933 Act";

     and (y) a statement to the effect that by a broker-dealer making the 
     acknowledgment described in subclause (x) and by delivering a Prospectus 
     in connection with the exchange of Registrable Securities, the broker-
     dealer will not  be deemed to admit  that it is an underwriter within the 
     meaning of the 1933 Act; and

          (B)  to the extent any Participating Broker-Dealer participates in 
     the Exchange Offer, the Company shall use its best efforts to cause to be 
     delivered at the request of an entity representing the Participating 
     Broker-Dealers (which entity shall be one of the Initial Purchasers, 
     unless it elects not to act as such representative) only one, if any, 
     "cold comfort" letter with respect to the Prospectus in the form existing 
     on the last date for which exchanges are accepted pursuant to the Exchange 
     Offer and with respect to each subsequent amendment or supplement, if any, 
     effected during the period specified in clause (C) below; and

          (C)  to the extent any Participating Broker-Dealer participates in 
     the Exchange  Offer, the Company shall use its best efforts to maintain 
     the effectiveness of the Exchange Offer Registration Statement for a 
     period of one year following the closing of the Exchange Offer; and 

          (D)  the Company shall not be required to amend or supplement the 
     Prospectus contained in the Exchange Offer Registration Statement as would 
     otherwise be contemplated by Section 3(b), or take any other action as a 
     result of this Section 3(f), for a period exceeding 180 days after the 
     last date for which exchanges are accepted pursuant to the Exchange Offer 
     (as such period may be extended by the Company) and Participating Broker-
     Dealers shall not be authorized by the Company to, and shall not, deliver 
     such Prospectus after such period in connection with resales contemplated 
     by this Section 3.  

          (g)  (A) in the case of an Exchange Offer, furnish counsel for the 
     Initial Purchasers and (B) in the case of a Shelf Registration, furnish 
     counsel for the Holders of Registrable Notes copies of any request by the 
     SEC or any state securities authority for amendments or supplements to a 
     Registration Statement and Prospectus or for additional information;

          (h)  make every reasonable effort to obtain the withdrawal of any 
     order suspending the effectiveness of a Registration Statement as soon as 
     practicable and provide immediate notice to each Holder of the withdrawal 
     of any such order;

          (i)  in the case of a Shelf Registration, furnish to each Holder of 
     Registrable Notes, without charge, at least one conformed copy of each 
     Registration Statement and any post-effective amendment thereto (without 
     documents incorporated therein by reference or exhibits thereto, unless 
     requested);

          (j)  in the case of a Shelf Registration, cooperate with the 
     selling Holders of Registrable Notes to facilitate the timely preparation 
     and delivery of certificates representing Registrable Notes to be sold and 
     not bearing any restrictive legends; and cause such Registrable Notes to 
     be in such denominations (consistent with the provisions of the Indenture) 
     in a form eligible for deposit with the Depositary and registered in such 
     names as the selling Holders or the underwriters, if any, may reasonably 
     request at least one business day prior to the closing of any sale of 
     Registrable Notes;

          (k)  in the case of a Shelf Registration, upon the occurrence of 
     any event or the discovery of any facts, each as contemplated by Section 
     3(e)(vi) hereof, use its best efforts to prepare a supplement or post-
     effective amendment to a Registration Statement or the related Prospectus 
     or any document incorporated therein by reference or file any other 
     required document so that, as thereafter delivered to the purchasers of 
     the Registrable Notes, such Prospectus will not contain at the time of 
     such delivery any untrue statement of a material fact or omit to state a 
     material fact necessary to make the statements therein, in light of the 
     circumstances under which they were made, not misleading.  The Company 
     agrees to notify each Holder to suspend use of the Prospectus as promptly 
     as practicable after the occurrence of such an event, and each Holder 
     hereby agrees to suspend use of the Prospectus until the Company has 
     amended or supplemented the Prospectus to correct such misstatement or 
     omission.  At such time as such public disclosure is otherwise made or the 
     Company determines that such disclosure is not necessary, in each case to 
     correct any misstatement of a material fact or to include any omitted 
     material fact, the Company agrees promptly to notify each Holder of such 
     determination and to furnish each Holder such numbers of copies of the 
     Prospectus, as amended or supplemented, as such Holder may reasonably 
     request;

          (l)  obtain a CUSIP number for all Exchange Notes, or Registrable 
     Notes, as the case may be, not later than the effective date of a 
     Registration Statement, and provide the Trustee with printed certificates 
     for the Exchange Notes or the Registrable Notes, as the case may be, in a 
     form eligible for deposit with the Depositary;


          (m)  (i) cause the Indenture to be qualified under the Trust 
     Indenture Act of 1939, as amended (the "TIA"), in connection with the 
     registration of the Exchange Notes, or Registrable Notes, as the case may 
     be, (ii) cooperate with the Trustee and the Holders to effect such changes 
     to the Indenture as may be required for the Indenture to be so qualified 
     in accordance with the terms of the TIA and (iii) execute, and use their 
     best efforts to cause the Trustee to execute, all documents as may be 
     required to effect such changes, and all other forms and documents 
     required to be filed with the SEC to enable the Indenture to be so 
     qualified in a timely manner;

          (n)  in the case of a Shelf Registration, enter into agreements 
     (including underwriting agreements) and take all other customary and 
     appropriate actions (including those reasonably requested by the Majority 
     Holders) in order to expedite or facilitate the disposition of such 
     Registrable Notes and in such connection whether or not an underwriting 
     agreement is entered into and whether or not the registration is an 
     underwritten registration:

               (i)   make such representations and warranties to the Holders 
          of such Registrable Notes and the underwriters, if any, in form, 
          substance and scope as are customarily made by issuers to 
          underwriters in similar underwritten offerings as may be reasonably 
          requested by them;

               (ii)  obtain opinions of counsel to the Company and updates 
          thereof (which counsel and opinions (in form, scope and substance) 
          shall be reasonably satisfactory to the managing underwriters, if 
          any, and the holders of a majority in principal amount of the 
          Registrable Notes being sold) addressed to each selling Holder and 
          the underwriters, if any, covering the matters customarily covered 
          in opinions requested in sales of securities or underwritten 
          offerings and such other matters as may be reasonably requested by 
          such Holders and underwriters;

               (iii) obtain "cold comfort" letters and updates thereof from 
          the Company's independent certified public accountants addressed to 
          the underwriters, if any, and will use best efforts to have such 
          letters addressed to the selling Holders of Registrable Notes, such 
          letters to be in customary form and covering matters of the type 
          customarily covered in "cold comfort" letters to underwriters in 
          connection with similar underwritten offerings;

               (iv)  enter into a securities sales agreement with the Holders 
          and an agent of the Holders providing for, among other things, the 
          appointment of such agent for the selling Holders for the purpose of 
          soliciting purchases of Registrable Notes, which agreement shall be 
          in form, substance and scope customary for similar offerings; and


               (v)   if an underwriting agreement is entered into, cause the 
          same to set forth indemnification provisions and procedures 
          substantially equivalent to the indemnification provisions and 
          procedures set forth in Section 5 hereof with respect to the 
          underwriters and all other parties to be indemnified pursuant to 
          said Section; and 

               (vi)  deliver such documents and certificates as may be 
          reasonably requested and as are customarily delivered in similar 
          offerings.

     The above shall be done at (i) the effectiveness of such Shelf 
     Registration Statement (and, if appropriate, each post-effective amendment 
     thereto) and (ii) each closing under any underwriting or similar agreement 
     as and to the extent required thereunder.  In the case of any underwritten 
     offering, the Company shall provide written notice to the Holders of all 
     Registrable Notes of such underwritten offering at least 30 days prior to 
     the filing of a prospectus supplement for such underwritten offering.  
     Such notice shall (x) offer each such Holder the right to participate in 
     such underwritten offering, (y) specify a date, which shall be no earlier 
     than 10 days following the date of such notice, by which such Holder must 
     inform the Company of its intent to participate in such underwritten 
     offering and (z) include the instructions such Holder must follow in order 
     to participate in such underwritten offering;

          (o)  in the case of a Shelf Registration, make available for 
     inspection by representatives of the Holders of the Registrable Notes and 
     any underwriters participating in any disposition pursuant to a Shelf 
     Registration Statement and any counsel or accountant retained by such 
     Holders or underwriters, all financial and other records, pertinent 
     corporate documents and properties of the Company reasonably requested by 
     any such persons, and cause the respective officers, directors, employees, 
     and any other agents of the Company to supply all information reasonably 
     requested by any such representative, underwriter, special counsel or 
     accountant in connection with such Shelf Registration Statement;


          (p)  (i)  a reasonable time prior to the filing of any Exchange 
     Offer Registration Statement, any Prospectus forming a part thereof, any 
     amendment to an Exchange Offer Registration Statement or amendment or 
     supplement to a Prospectus, provide copies of such document to the Initial 
     Purchasers, and make such changes in any such document prior to the filing 
     thereof as any of the Initial Purchasers or their counsel may reasonably 
     request; (ii) in the case of a Shelf Registration, a reasonable time prior 
     to filing any Shelf Registration Statement, any Prospectus forming a part 
     thereof, any amendment to such Shelf Registration Statement or amendment 
     or supplement to such Prospectus, provide copies of such document to the 
     Holders of Registrable Notes, to the Initial Purchasers, to counsel on 
     behalf of the Holders and to the underwriter or underwriters of an 
     underwritten offering of Registrable Notes, if any, and make such changes 
     in any such document prior to the filing thereof as the Holders of 
     Registrable Notes, the Initial Purchasers on behalf of such Holders, their 
     counsel and any underwriter may reasonably request; and (iii) cause the 
     representatives of the Company to be available for discussion of such 
     document as shall be reasonably requested by the Holders of Registrable 
     Notes, the Initial Purchasers on behalf of such Holders or any underwriter 
     and shall not at any time make any filing of any such document of which 
     such Holders, the Initial Purchasers on behalf of such Holders, their 
     counsel or any underwriter shall not have previously been advised and 
     furnished a copy or to which such Holders, the Initial Purchasers on 
     behalf of such Holders, their counsel or any underwriter shall reasonably 
     object;

          (q)  in the case of a Shelf Registration, use its best efforts to 
     cause all Registrable Securities to be listed on any securities exchange 
     on which similar debt securities issued by the Company are then listed if 
     requested by the Majority Holders or by the underwriter or underwriters of 
     an underwritten offering of Registrable Securities, if any;

          (r)  in the case of a Shelf Registration, unless the rating in 
     effect for the Notes applies to the Exchange Notes and the Notes to be 
     sold pursuant to a Shelf Registration, use its best efforts to cause the 
     Registrable Notes to be rated with the appropriate rating agencies, if so 
     requested by the Majority Holders or by the underwriter or underwriters of 
     an underwritten offering of Registrable Notes, if any, unless the 
     Registrable Notes are already so rated;

          (s)  otherwise use its best efforts to comply with all applicable 
     rules and regulations of the SEC and make available to its security 
     holders, as soon as reasonably practicable, an earnings statement covering 
     at least 12 months which shall satisfy the provisions of Section 11(a) of 
     the 1933 Act and Rule 158 thereunder; and

          (t)  cooperate and assist in any filings required to be made with 
     the NASD and in the performance of any due diligence investigation by any 
     underwriter and its counsel.


          In the case of a Shelf Registration Statement, the Company may (as 
a condition to such Holder's participation in the Shelf Registration) require 
each Holder of Registrable Notes to furnish to the Company such information 
regarding such Holder and the proposed distribution by such Holder of such 
Registrable Notes as the Company may from time to time reasonably request in 
writing.  

          In the case of a Shelf Registration Statement, each Holder agrees 
that, upon receipt of any notice from the Company of the happening of any event 
or the discovery of any facts, each of the kind described in Section 3(e)(ii)-
(vi) hereof, such Holder will forthwith discontinue disposition of Registrable 
Notes pursuant to a Registration Statement until such Holder's receipt of the 
copies of the supplemented or amended Prospectus contemplated by Section 3(k) 
hereof, and, if so directed by the Company, such Holder will deliver to the 
Company (at their expense) all copies in its possession, other than permanent 
file copies then in such Holder's possession, of the Prospectus covering such 
Registrable Notes current at the time of receipt of such notice.  If the Company
shall give any such notice to suspend the disposition of Registrable Notes 
pursuant to a Shelf Registration Statement as a result of the happening of any 
event or the discovery of any facts, each of the kind described in Section 
3(e)(vi) hereof, the Company shall be deemed to have used its best efforts to 
keep the Shelf Registration Statement effective during such period of suspension
provided that the Company shall use its best efforts to file and have declared 
effective (if an amendment) as soon as practicable an amendment or supplement to
the Shelf Registration Statement and shall extend the period during which the 
Registration Statement shall be maintained effective pursuant to this Agreement 
by the number of days during the period from and including the date of the 
giving of such notice to and including the date when the Holders shall have 
received copies of the supplemented or amended Prospectus necessary to resume 
such dispositions.

          4.  Underwritten Registrations.  If any of the Registrable Notes 
              --------------------------
covered by any Shelf Registration are to be sold in an underwritten offering, 
the investment banker or investment bankers and manager or managers that will 
manage the offering will be selected by the Majority Holders of such 
Registrable Notes included in such offering and shall be reasonably acceptable 
to the Company.  

          No Holder of Registrable Notes may participate in any underwritten 
registration hereunder unless such Holder (a) agrees to sell such Holder's 
Registrable Notes on the basis provided in any underwriting arrangements 
approved by the persons entitled hereunder to approve such arrangements and (b) 
completes and executes all questionnaires, powers of attorney, indemnities, 
underwriting agreements and other documents required under the terms of such 
underwriting arrangements.

          5.  Indemnification and Contribution.  (a)  The Company shall 
              --------------------------------
indemnify and hold harmless each Initial Purchaser, each Holder, including 
Participating Broker-Dealers, each underwriter who participates in an offering 
of Registrable Notes, their respective affiliates, and their respective 
directors, officers, employees, agents and each Person, if any, who controls any
of such parties within the meaning of Section 15 of the 1933 Act or Section 20 
of the 1934 Act as follows:

          (i)   against any and all loss, liability, claim, damage and expense 
     whatsoever, as incurred, arising out of any untrue statement or alleged 
     untrue statement of a material fact contained in any Registration 
     Statement (or any amendment thereto) pursuant to which Exchange Notes or 
     Registrable Notes were registered under the 1933 Act, including all 
     documents incorporated therein by reference, or the omission or alleged 
     omission therefrom of a material fact required to be stated therein or 
     necessary to make the statements therein not misleading or arising out of 
     any untrue statement or alleged untrue statement of a material fact 
     contained in any Prospectus (or any amendment or supplement thereto) or 
     the omission or alleged omission therefrom of a material fact necessary in 
     order to make the statements therein, in the light of the circumstances 
     under which they were made, not misleading;

          (ii)  against any and all loss, liability, claim, damage and expense 
     whatsoever, as incurred, to the extent of the aggregate amount paid in 
     settlement of any litigation, or any investigation or proceeding by any 
     governmental agency or body, commenced or threatened, or of any claim 
     whatsoever based upon any such untrue statement or omission, or any such 
     alleged untrue statement or omission; provided that (subject to Section 
     5(d) below) any such settlement is effected with the written consent of 
     the Company; and 

          (iii) against any and all expenses whatsoever, as incurred 
     (including fees and disbursements of counsel chosen by any indemnified 
     party), reasonably incurred in investigating, preparing or defending 
     against any litigation, or investigation or proceeding by any court or 
     governmental agency or body, commenced or threatened, or any claim 
     whatsoever based upon any such untrue statement or omission, or any such 
     alleged untrue statement or omission, to the extent that any such expense 
     is not paid under subparagraph (i) or (ii) of this Section 5(a);

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of an 
untrue statement or omission or alleged untrue statement or omission made 
in reliance upon and in conformity with written information furnished to 
the Company by the Initial Purchasers, any Holder, including Participating
Broker-Dealers or any underwriter, expressly for use in the Registration 
Statement (or any amendment or supplement thereto) or the Prospectus (or 
any amendment or supplement thereto).

          (b)  In the case of a Shelf Registration, each Holder agrees, 
severally and not jointly, to indemnify and hold harmless the Company, each 
Initial Purchaser, each underwriter who participates in an offering of 
Registrable Notes and the other selling Holders and each of their respective 
directors and officers (including each officer of the Company who signed the 
Registration Statement) and each Person, if any, who controls the Company, any 
Initial Purchaser, any underwriter or any other selling Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against
any and all loss, liability, claim, damage and expense whatsoever described in
the indemnity contained in Section 5(a) hereof, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Holder,
as the case may be, expressly for use in the Registration Statement (or any
amendment thereto), or the Prospectus (or any amendment or supplement thereto);
provided, however, that no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale 
of Registrable Notes pursuant to such Shelf Registration Statement.

          (c)  In case any action shall be commenced involving any person in 
respect of which indemnity may be sought pursuant to either paragraph (a) or 
paragraph (b) above, such person (the "indemnified party") shall give notice as 
promptly as reasonably practicable to each person against whom such indemnity
may be sought (the "indemnifying party"), but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.  An indemnifying party
may participate at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) for all
indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances.  No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim hatsoever in respect of which indemnification or
contribution could be sought under this Section 5 hereof (whether or not the
indemnified parties are actual or potential parties thereof), unless such
settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party. 

          (d)  If at any time an indemnified party shall have requested an 
indemnifying party to reimburse the indemnified party for fees and expenses of 
counsel, such indemnifying party agrees that it shall be liable for any 
settlement of the nature contemplated by Section 5(a)(ii) hereof effected
without its written consent if (i) such settlement is entered into more than
45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such 
settlement at least 30 days prior to such settlement being entered into and 
(iii) such indemnifying party shall not have reimbursed such indemnified party 
in accordance with such request with such request prior to the date of such 
settlement.

          (e)  If the indemnification provided for in any of the indemnity 
provisions set forth in this Section 5 is for any reason unavailable to or 
insufficient to hold harmless an indemnified party in respect of any losses, 
liabilities, claims, damages or expenses referred to therein, then each 
indemnifying party shall contribute to the aggregate amount of such losses, 
liabilities, claims, damages and expenses incurred by such indemnified party,
as incurred, (i) in such proportion as is appropriate to reflect the relative 
benefits received by such indemnifying party or parties on the one hand, and
such indemnified party or parties on the other hand from the offering of the
Exchange Notes or Registrable Notes included in such offering or (ii) if the 
allocation provided by clause (i) is not permitted by applicable law, in such 
proportion as is appropriate to reflect not only the relative benefits referred 
to in clause (i) above but also the relative fault of such indemnifying party or
parties on the one hand, and such indemnified party or parties on the other hand
in connection with the statements or omissions which resulted in such losses, 
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party or
parties on the one hand, and such indemnified party or parties on the other hand
shall be determined by reference to, among other things, whether any such untrue
or alleged untrue statement of a material fact or omission or alleged omission 
to state a material fact relates to information supplied by such indemnifying
party or parties and such indemnified party or parties and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent 
such statement or omission.  The Company, the Initial Purchasers and the Holders
of the Registrable Securities agree that it would not be just and equitable if 
contribution pursuant to this Section 5 were determined by pro rata allocation 
(even if the Initial Purchasers were treated as one entity, and the Holders were
treated as one entity, for such purpose) or by another method of allocation
which does not take account of the equitable considerations referred to above in
Section 5.  The aggregate amount of losses, liabilities, claims, damages and 
expenses incurred by an indemnified party and referred to above in this Section 
5 shall be deemed to include any legal or other expenses reasonably incurred by 
such indemnified party in investigating, preparing or defending against any 
litigation, or any investigation or proceeding by an governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.  No person 
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of 
the 1993 Act) shall be entitled to contribution from any person who was not 
guilty of such fraudulent misrepresentation.  For purposes of this Section 5, 
each person, if any, who controls an Initial Purchaser or Holder within the 
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have 
the same rights to contribution as such Initial Purchaser or Holder, and each 
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning 
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same 
rights to contribution as the Company.  The parties hereto agree that any 
underwriting discount or commission or reimbursement of fees paid to any Initial
Purchaser pursuant to the Purchase Agreement shall not be deemed to be a benefit
received by any Initial Purchaser in connection with the offering of the 
Exchange Securities or Registrable Securities in such offering.

          6.  Miscellaneous.  (a)  Rule 144 and Rule 144A.  For so long as 
              -------------        ----------------------
the Company is subject to the reporting requirements of Section 13 or 15 of the 
1934 Act, the Company covenants that it will file the reports required to be 
filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and 
regulations adopted by the SEC thereunder, that if it ceases to be so required 
to file such reports, it will upon the request of any Holder of Registrable
Notes (i) make publicly available such information as is necessary to permit
sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to 
a prospective purchaser as is necessary to permit sales pursuant to Rule 144A 
under the 1933 Act and it will take such further action as any Holder of 
Registrable Notes may reasonably request, and (iii) take such further action 
that is reasonable in the circumstances, in each case, to the extent required 
from time to time to enable such Holder to sell its Registrable Notes without 
registration under the 1933 Act within the limitation of the exemptions provided
by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to 
time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to
time, or (z) any similar rules or regulations hereafter adopted by the SEC.  
Upon the request of any Holder of Registrable Notes, the Company will deliver to
such Holder a written statement as to whether they have complied with such 
requirements.

          (b)  No Inconsistent Agreements.  The Company has not entered into 
               --------------------------
nor will the Company on or after the date of this Agreement enter into any 
agreement which is inconsistent with the rights granted to the Holders of 
Registrable Notes in this Agreement or otherwise conflicts with the provisions 
hereof.  The rights granted to the Holders hereunder do not in any way conflict 
with and are not inconsistent with the rights granted to the holders of the 
Company' other issued and outstanding securities under any such agreements.

          (c)  Amendments and Waivers.  The provisions of this Agreement, 
               ----------------------
including the provisions of this sentence, may not be amended, modified or 
supplemented, and waivers or consents to departures from the provisions hereof 
may not be given unless the Company has obtained the written consent of Holders 
of at least a majority in aggregate principal amount of the outstanding 
Registrable Notes affected by such amendment, modification, supplement, waiver 
or departure; provided, however, that no amendment, modification, supplement or 
waiver or consent to any departure from the provisions of Section 5 hereof shall
be effective as against any Holder of Registrable Notes unless consented to in 
writing by such Holder.


          (d)  Notices.  All notices and other communications provided for or 
               -------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to
a Holder (other than an Initial Purchaser), at the most current address set 
forth on the records of the Registrar under the Indenture, (ii) if to an Initial
Purchaser, at the most current address given by such Initial Purchaser to the 
Company by means of a notice given in accordance with the provisions of this 
Section 6(d), which address initially is the address set forth in the Purchase 
Agreement; and (iii) if to the Company, initially at the Company's address set 
forth in the Purchase Agreement and thereafter at such other address, notice of 
which is given in accordance with the provisions of this Section 6(d).

          All such notices and communications shall be deemed to have been 
duly given:  at the time delivered by hand, if personally delivered; five 
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

          Copies ofall such notices, demands, or other communications shall be 
Concurrently delivered by the Person giving the same to the Trustee, at the 
address specified in the Indenture.

          (e)  Successors and Assigns.  This Agreement shall inure to the 
               ----------------------
benefit of and be binding upon the successors, assigns and transferees of each 
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be 
deemed to permit any assignment, transfer or other disposition of Registrable 
Securities in violation of the terms hereof or of the Purchase Agreement or the 
Indenture.  If any transferee of any Holder shall acquire Registrable Notes, in 
any manner, whether by operation of law or otherwise, such Registrable Notes 
shall be held subject to all of the terms of this Agreement, and by taking and 
holding such Registrable Notes, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this 
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such Person shall be entitled to 
receive the benefits hereof.

          (f)  Third Party Beneficiary.  The Holders shall be third party 
               -----------------------
beneficiaries to the agreements made hereunder between the Company on the one 
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement 
necessary or advisable to protect its rights or the rights of Holders hereunder.

          (g)  Counterparts.  This Agreement may be executed in any number of 
               ------------
counterparts and by the parties hereto in separate counterparts, each of which 
when so executed shall be deemed to be an original and all of which taken 
together shall constitute one and the same agreement.

          (h)  Headings.  The headings in this Agreement are for convenience 
               --------
of reference only and shall not limit or otherwise affect the meaning hereof.

          (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
               -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (j)  Severability.  In the event that any one or more of the 
               ------------
provisions contained herein, or the application thereof in any circumstance, is 
held invalid, illegal or unenforceable, the validity, legality and 
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of 
the date first written above.

                                               TELIGENT, INC.


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



Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.
     Merrill Lynch, Pierce, Fenner & Smith Incorporated
GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC
TD SECURITIES (USA) INC.


By:  MERRILL LYNCH & CO.
     Merrill Lynch, Pierce, Fenner & Smith Incorporated

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



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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


                                 TELIGENT, INC.
  
                                    ISSUER


                                     and
 

                             MERRILL LYNCH & CO.
             MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                             GOLDMAN, SACHS & CO.
                             SALOMON BROTHERS INC
                          TD SECURITIES (USA) INC.

                            INITIAL PURCHASERS




Dated: February 20, 1998
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