<PAGE>

                                                                  Exhibit  4.9











                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of January 19, 2001

                                      among

                                TRITON PCS, INC.,

                           THE GUARANTORS NAMED HEREIN

                                       and

                             CHASE SECURITIES INC.,

                       MORGAN STANLEY & CO. INCORPORATED,

                              LEHMAN BROTHERS INC.,

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                             ABN AMRO INCORPORATED,

                     CREDIT LYONNAIS SECURITIES (USA) INC.,

                            PNC CAPITAL MARKETS, INC.

                          FIRST UNION SECURITIES, INC.,

                       SCOTIA CAPITAL MARKETS (USA) INC.,

                   SUNTRUST EQUITABLE SECURITIES CORPORATION,

                            TD SECURITIES (USA) INC.

                                       and

                      WASSERSTEIN PERELLA SECURITIES, INC.
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration  Rights Agreement (the "Agreement") is dated
as of January 19, 2001,  by and among TRITON PCS,  INC.,  a  corporation  formed
under the laws of the State of Delaware (the "Company"), the subsidiaries of the
Company listed on the signature  pages hereof (the  "Guarantors"  and,  together
with the Company, the "Issuers") and CHASE SECURITIES INC., MORGAN STANLEY & CO.
INCORPORATED,  LEHMAN  BROTHERS  INC.,  MERRILL  LYNCH,  PIERCE,  FENNER & SMITH
INCORPORATED, ABN AMRO INCORPORATED,  CREDIT LYONNAIS SECURITIES (USA) INC., PNC
CAPITAL MARKETS,  INC.,  SCOTIA CAPITAL MARKETS (USA) INC.,  SUNTRUST  EQUITABLE
SECURITIES  CORPORATION,  TD  SECURITIES  (USA)  INC.  and  WASSERSTEIN  PERELLA
SECURITIES, INC. (collectively, the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement,  dated as of January 16, 2001, among the Company,  the Guarantors and
the Initial  Purchasers (the "Purchase  Agreement")  relating to the sale by the
Company to the Initial Purchasers of $350,000,000  aggregate principal amount of
its 9-3/8% Senior  Subordinated Notes due 2011 (the "Notes") and the issuance by
the Guarantors to the Initial  Purchasers of guarantees  (the  "Guarantees"  and
together  with the Notes,  the  "Securities").  In order to induce  the  Initial
Purchasers  to enter into the  Purchase  Agreement,  the Issuers  have agreed to
provide the  registration  rights set forth in this Agreement for the benefit of
the Initial  Purchasers  (including  any Initial  Purchaser in its capacity as a
Market  Maker) and their  direct and indirect  transferees.  The  execution  and
delivery of this Agreement is a condition to the Initial Purchasers'  obligation
to purchase the Securities under the Purchase Agreement.

                  The parties hereby agree as follows:

1.       Definitions

                  As used in this Agreement,  the following terms shall have the
following meanings:

                  Additional Interest:  See Section 4.

                  Advice:  See Section 5.

                  Applicable Period:  See Section 2(b).

                  Blocking  Notice:  Written notice from the Company that (i) an
amendment or supplement to any Registration Statement (including an amendment or
supplement  required by Section 11 hereof),  or a  distribution  of  Registrable
Securities under a Shelf Registration  Statement,  as applicable,  would require
the  public  disclosure  of  material  non-public   information  concerning  any
transaction or negotiation  involving the Company or any of its affiliates that,
in the  Company's  judgment,  exercised  reasonably  and in  good  faith,  would
materially  interfere  with  such  transaction  or  negotiations,  or (ii)  such
amendment  or  supplement  would  otherwise  require  premature   disclosure  of
non-public information that, in the Company's judgment, exercised reasonably and
in good  faith,  would  adversely  affect or  otherwise  be  detrimental  to the
Company.

                  Blocking Period: The period of time beginning with the date of
receipt by the Holders of a Blocking  Notice and ending on the earliest to occur
of (x) 30 days from the date of receipt by the Holders of a Blocking Notice, (y)
the date upon which the transactions or negotiations that are the subject of the
Blocking
<PAGE>

                                      -2-


Notice have been  publicly  disclosed or  terminated  and (z) the receipt by the
Holders of a Blocking Termination Notice.

                  Blocking Termination Notice:  See the last paragraph of
Section 5 hereof.

                  Closing Date:  The "Closing Date" as defined in the Purchase
Agreement.

                  Company:  See the introductory paragraph to this Agreement.

                  Consummation Date:  The 180th day after the Closing Date.

                  Effectiveness Date:  The 150th day after the Closing Date.

                  Effectiveness Period:  See Section 3(a).

                  Event Date:  See Section 4(b).

                  Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Offer:  See Section 2(a).

                  Exchange Registration Statement:  See Section 2(a).

                  Exchange Securities:  See Section 2(a).

                  Filing Date:  The 90th day after the Closing Date.

                  Guarantors:  See the introductory paragraph to this Agreement.

                  Holder:  Any record holder of Registrable  Securities and each
Market  Maker  holding  Securities,  Exchange  Securities  or  Private  Exchange
Securities from time to time.

                  Indemnified Person:  See Section 7.

                  Indemnifying Person:  See Section 7.

                  Indenture: The Indenture,  dated as of January 19, 2001, among
the Company,  the Guarantors  and The Bank of New York, as trustee,  pursuant to
which the Securities are being issued,  as amended or supplemented  from time to
time in accordance with the terms thereof.

                  Initial Purchasers:  See the introductory paragraph to this
Agreement.

                  Initial Shelf Registration:  See Section 3(a).

                  Inspectors:  See Section 5(p).

                  Issue Date:  January 19, 2001, the original issue date of the
Securities.
<PAGE>

                                      -3-


                  Issuers:  See the introductory paragraph to this Agreement.

                  Market Makers:  See Section 11(a).

                  Market Making:  See Section 11(j).

                  Market Maker Termination Notice:  See Section 11(j).

                  NASD:  See Section 5(t).

                  Notes:  See the preamble to this Agreement.

                  Participant:  See Section 7.

                  Participating Broker-Dealer:  See Section 2(b).

                  Person:  An  individual,   corporation,   limited  or  general
partnership,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  Private Exchange:  See Section 2(b).

                  Private Exchange Securities:  See Section 2(b).

                  Prospectus:   The  prospectus  included  in  any  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect to the terms of the offering of any portion of the Securities,  Exchange
Securities  or  Private  Exchange   Securities   covered  by  such  Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective  amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

                  Records:  See Section 5(p).

                  Registrable Securities: The Securities, upon original issuance
thereof and at all times subsequent thereto,  each Exchange Security as to which
Section  2(c)(1)(i) hereof is applicable upon original issuance and at all times
subsequent  thereto and, if issued, the Private Exchange  Securities,  until, in
the  case of any  such  Securities,  Exchange  Securities  or  Private  Exchange
Securities,  as the case may be, (i) a Registration  Statement (other than, with
respect  to any  Exchange  Security  as to which  Section  2(c)(1)(i)  hereof is
applicable,  the Exchange  Registration  Statement)  covering  such  Securities,
Exchange  Securities or Private Exchange  Securities has been declared effective
by the  SEC  and  such  Securities,  Exchange  Securities  or  Private  Exchange
Securities,  as the case may be, have been disposed of in  accordance  with such
effective Registration Statement,  (ii) such Securities,  Exchange Securities or
Private Exchange Securities,  as the case may be, can be sold in compliance with
Rule  144(k)  or are  otherwise  sold  pursuant  to  Rule  144,  or  (iii)  such
Securities,  Exchange Securities or Private Exchange Securities, as the case may
be, cease to be outstanding.

                  Registration  Statement:  Any  registration  statement  of the
Issuers,  and the  Guarantors,  including,  but not  limited  to,  the  Exchange
Registration  Statement  and any  registration  statement  required  pursuant to
<PAGE>

                                      -4-


Article 11 hereof,  that covers any of the  Securities,  Exchange  Securities or
Private  Exchange  Securities  pursuant  to the  provisions  of this  Agreement,
including  the  Prospectus,  amendments  and  supplements  to such  registration
statement,  including post-effective  amendments, all exhibits, and all material
incorporated  by  reference  or deemed to be  incorporated  by reference in such
registration statement.

                  Rule 144: Rule 144  promulgated  under the Securities  Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation  hereafter adopted by the SEC providing for offers and sales
of  securities  made in  compliance  therewith  resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery  requirements of the Securities
Act.

                  Rule 144A: Rule 144A promulgated  under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415  promulgated  under the Securities  Act, as
such Rule may be amended from time to time,  or any similar  rule or  regulation
hereafter adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

                  Securities:  See the preamble to this Agreement.

                  Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice:  See Section 2(c).

                  Shelf Registration:  See Section 3(b).

                  Subsequent Shelf Registration:  See Section 3(b).

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee:  The trustee as defined in the Indenture and, if
existent, the trustee under any indenture governing the Exchange Securities and
Private Exchange Securities (if any).

                  Underwritten   registration   or  underwritten   offering:   A
registration  in connection  with which  Registrable  Securities  are sold to an
underwriter for reoffering to the public  pursuant to an effective  Registration
Statement.

2.       Exchange Offer

(a)  To the extent not  prohibited  by any  applicable  law and  permitted by an
     applicable  interpretation  of the Staff of the SEC,  the Issuers  agree to
     file with the SEC as soon as practicable  after the Closing Date, but in no
     event  later than the Filing  Date,  an offer to  exchange  (the  "Exchange
     Offer")  any and all of the  Registrable  Securities  for a like  aggregate
     principal  amount of debt  securities of the Company which are identical in
     all material  respects to the Notes and guaranteed by the  Guarantors  with
     terms  identical in all material  respects to the Guarantees (the "Exchange
     Securities") (and which are entitled to the benefits of the Indenture (with
     only such changes as are necessary to comply with
<PAGE>

                                      -5-


     any requirements of the SEC to effect or maintain the  qualification of the
     Indenture under the TIA) and which will be qualified under the TIA), except
     that the  Exchange  Securities  shall have been  registered  pursuant to an
     effective Registration Statement under the Securities Act and shall contain
     no restrictive legend thereon.  The Issuers agree to use their commercially
     reasonable efforts to keep the Exchange Offer open for at least 20 business
     days (or longer if required by applicable law) after the date notice of the
     Exchange Offer is mailed to Holders and to consummate the Exchange Offer on
     or prior to the  Consummation  Date.  The Exchange Offer will be registered
     under  the   Securities  Act  on  the   appropriate   form  (the  "Exchange
     Registration  Statement") and will comply with all applicable  tender offer
     rules and  regulations  under the  Exchange  Act.  If after  such  Exchange
     Registration  Statement  is  initially  declared  effective by the SEC, the
     Exchange  Offer or the issuance of the Exchange  Securities  thereunder  is
     interfered with by any stop order, injunction or other order or requirement
     of the  SEC  or any  other  governmental  agency  or  court  such  Exchange
     Registration  Statement  shall be deemed not to have become  effective  for
     purposes of this Agreement until the offering of the Registrable Securities
     pursuant to such Exchange  Registration  Statement may legally resume. Each
     Holder who  participates  in the Exchange Offer will be deemed to represent
     that  any  Exchange  Securities  received  by it  will be  acquired  in the
     ordinary  course of its business,  that at the time of the  consummation of
     the Exchange Offer such Holder will have no  arrangement  or  understanding
     with  any  person  to  participate  in the  distribution  of  the  Exchange
     Securities in violation of the provisions of the  Securities  Act, and that
     such Holder is not an affiliate  of the Company  within the meaning of Rule
     501(b) of  Regulation D under the  Securities  Act and such Holder has full
     power and authority to exchange the Registrable  Securities in exchange for
     the  Exchange  Securities.  Upon  consummation  of the  Exchange  Offer  in
     accordance  with this Section 2, the  provisions  of this  Agreement  shall
     continue to apply,  mutatis,  mutandis,  solely with respect to Registrable
     Securities  that are Private  Exchange  Securities and Exchange  Securities
     held by  Participating  Broker-Dealers  and any Securities held by a Market
     Maker,  and the  Issuers  shall  have no  further  obligation  to  register
     Registrable Securities (other than Private Exchange Securities,  Securities
     held by a Market Maker in accordance  with Section 11 hereof,  and Exchange
     Securities as to which clause (c)(1)(i) hereof applies) pursuant to Section
     3 of this Agreement. No securities other than the Exchange Securities shall
     be included in the Exchange Registration Statement.

(b)  The Issuers shall include within the  Prospectus  contained in the Exchange
     Registration  Statement one or more section(s) reasonably acceptable to the
     Initial  Purchasers,  which  shall  contain  a  summary  statement  of  the
     positions  taken  or  policies  made by the  Staff  of the SEC  (which  are
     available  to the  Issuers)  with  respect to the  potential  "underwriter"
     status of any  broker-dealer  that is the  beneficial  owner (as defined in
     Rule 13d-3 under the Exchange Act) of Exchange  Securities received by such
     broker-dealer  in the  Exchange  Offer (a  "Participating  Broker-Dealer"),
     whether such positions or policies have been publicly  disseminated  by the
     Staff of the SEC or such positions or policies,  in the reasonable judgment
     of the Initial  Purchasers,  represent the prevailing views of the Staff of
     the SEC,  subject in the case of  unpublished  positions or policies of the
     Staff of the SEC, to the reasonable  concurrence of counsel to the Company.
     Such  section(s)  shall also allow the use of the prospectus by all persons
     subject to the prospectus  delivery  requirements  of the  Securities  Act,
     including  all  Participating  Broker-Dealers,   and  include  a  statement
     describing the means by which  Participating  Broker-Dealers may resell the
     Exchange Securities.

                  The Issuers shall use their commercially reasonable efforts to
keep the Exchange  Registration  Statement effective and to amend and supplement
the  Prospectus  contained  therein  in order to permit  such  Prospectus  to be
lawfully   delivered  by  all  persons   subject  to  the  prospectus   delivery
requirements  of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange
<PAGE>

                                      -6-


Securities,provided that such period shall not exceed 180 days (or such
longer period if extended pursuant to the last paragraph of Section 5) (the
"Applicable Period").

                  If, prior to  consummation  of the Exchange  Offer, an Initial
Purchaser  holds any  Securities  acquired  by them and  having the status of an
unsold  allotment in the initial  distribution  or if any Market Maker holds any
Securities (whether acquired in market making activities or having the status of
an unsold  allotment),  the  Issuers  shall  upon the  request  of such  Initial
Purchaser,   simultaneously   with  the  delivery  of  the  applicable  Exchange
Securities in the Exchange Offer,  issue and deliver to such Initial  Purchaser,
in exchange  (the "Private  Exchange")  for the  Securities  held by the Initial
Purchaser,  a like principal  amount of debt  securities of the Company that are
identical in all  material  respects to the Exchange  Securities  (the  "Private
Exchange  Securities")  (and which are issued pursuant to the Indenture)  except
for the placement of a restrictive  legend on such Private Exchange  Securities.
If possible, the Private Exchange Securities shall bear the same CUSIP number as
the  Exchange  Securities.  Interest  on the  Exchange  Securities  and  Private
Exchange  Securities  will accrue from the last  interest  payment date on which
interest  was paid on the  Notes  surrendered  in  exchange  therefor  or, if no
interest has been paid on the Notes, from the Issue Date.

(c)  If (1)  prior  to the  consummation  of the  Exchange  Offer,  the  Company
     reasonably  determines  in good faith or Holders of at least a majority  in
     aggregate principal amount of the Registrable Securities notify the Company
     that they have reasonably  determined in good faith that (i) in the opinion
     of counsel, the Exchange Securities would not, upon receipt, be tradable by
     such  Holders who are not  affiliates  of the Company  without  restriction
     under the Securities Act and without restrictions under applicable blue sky
     or state  securities  laws or (ii) in the  opinion of  counsel,  the SEC is
     unlikely  to permit  the  consummation  of the  Exchange  Offer  and/or (2)
     subsequent to the consummation of the Private Exchange, holders of at least
     a majority in aggregate principal amount of the Private Exchange Securities
     so request with respect to the Private Exchange  Securities  and/or (3) the
     Exchange  Offer  is  commenced  and not  consummated  prior to the 45th day
     following  the  Consummation  Date for any reason,  then the Company  shall
     promptly  deliver to the Holders and the Trustee notice thereof (the "Shelf
     Notice") and shall  thereafter  file an Initial Shelf  Registration  as set
     forth in Section 3 (which only in the circumstances  contemplated by clause
     (2) of this sentence will relate solely to the Private Exchange Securities)
     pursuant  to  Section 3. The  parties  hereto  agree  that,  following  the
     delivery of a Shelf Notice to the Holders of Registrable  Securities  (only
     in  the  circumstances  contemplated  by  clauses  (1)  and/or  (3)  of the
     preceding  sentence),  the Issuers shall not have any further obligation to
     conduct the Exchange Offer or the Private Exchange under this Section 2.

3.        Shelf Registration

                  If a Shelf  Notice is  delivered  as  contemplated  by Section
2(c), then:

(a)  Initial  Shelf  Registration.  The Issuers  shall as promptly as reasonably
     practicable  prepare and file with the SEC a Registration  Statement for an
     offering to be made on a continuous basis pursuant to Rule 415 covering all
     of the Registrable  Securities (the "Initial Shelf  Registration").  If the
     Issuers shall have not yet filed an Exchange  Offer,  the Issuers shall use
     their  commercially  reasonable  efforts  to file with the SEC the  Initial
     Shelf Registration on or prior to the Filing Date.  Otherwise,  the Issuers
     shall use their  commercially  reasonable  efforts to file with the SEC the
     Initial  Shelf  Registration  within 45 days of the  delivery  of the Shelf
     Notice.  The  Initial  Shelf  Registration  shall be on Form S-1 or another
     appropriate form permitting registration of such Registrable Securities for
     resale  by  such  holders  in the  manner  or  manners  designated  by them
     (including,  without limitation,  one or more underwritten offerings).  The
     Issuers  shall  not  permit  any  securities  other  than  the  Registrable
     Securities to
<PAGE>

                                      -7-


     be included in the  Initial  Shelf  Registration  or any  Subsequent  Shelf
     Registration.  The Issuers shall use their commercially  reasonable efforts
     to cause the Initial Shelf  Registration to be declared effective under the
     Securities  Act on or prior to the 60th day after the filing  thereof  with
     the SEC and to use  commercially  reasonable  efforts  to keep the  Initial
     Shelf  Registration  continuously  effective under the Securities Act until
     the date on which  the  Securities  are no longer  "restricted  securities"
     (within  the  meaning  of Rule 144 under  the Act)  (subject  to  extension
     pursuant to the last  paragraph  of Section 5 hereof)  (the  "Effectiveness
     Period"), or such shorter period ending when (i) all Registrable Securities
     covered by the Initial Shelf  Registration have been sold in the manner set
     forth and as  contemplated  in the  Initial  Shelf  Registration  or (ii) a
     Subsequent Shelf  Registration  covering all of the Registrable  Securities
     has been declared effective under the Securities Act.

(b)  Subsequent Shelf  Registrations.  If the Initial Shelf  Registration or any
     Subsequent Shelf Registration  ceases to be effective for any reason at any
     time during the Effectiveness Period (other than because of the sale of all
     of the  securities  registered  thereunder),  the  Issuers  shall use their
     commercially  reasonable  efforts to obtain the  prompt  withdrawal  of any
     order suspending the effectiveness  thereof,  and in any event shall within
     45 days of such cessation of effectiveness  amend the Shelf Registration in
     a  manner  reasonably  expected  to  obtain  the  withdrawal  of the  order
     suspending  the  effectiveness  thereof,  or  file  an  additional  "shelf"
     Registration Statement pursuant to Rule 415 covering all of the Registrable
     Securities  (a  "Subsequent  Shelf  Registration").  If a Subsequent  Shelf
     Registration is filed, the Issuers shall use their commercially  reasonable
     efforts  to (i) cause the  Subsequent  Shelf  Registration  to be  declared
     effective  as soon as  practicable  after  such  filing  and (ii) keep such
     Registration  Statement  continuously  effective  for a period equal to the
     number of days in the  Effectiveness  Period less the  aggregate  number of
     days during which the Initial Shelf  Registration  or any Subsequent  Shelf
     Registration was previously continuously effective. As used herein the term
     "Shelf   Registration"   means  the  Initial  Shelf  Registration  and  any
     Subsequent Shelf Registration.

(c)  Supplements and Amendments. The Issuers shall promptly supplement and amend
     the  Shelf   Registration   if  required  by  the  rules,   regulations  or
     instructions  applicable  to the  registration  form  used for  such  Shelf
     Registration, if required by the Securities Act, or if reasonably requested
     by any underwriter of such Registrable Securities.

(d)  Provision by Holders of Certain  Information  in  Connection  with the Self
     Registration Statement. No Holder of Registrable Securities may include any
     of its Registrable  Securities in any Shelf Registration Statement pursuant
     to this Agreement  unless and until such Holder furnishes to the Company in
     writing,  within 10 business days after receipt of a request therefor, such
     information  as the Company may  reasonably  request for use in  connection
     with  any  Shelf  Registration   Statement  or  Prospectus  or  preliminary
     Prospectus included therein.  No Holder of Registrable  Securities shall be
     entitled to  Additional  Interest  pursuant to Section 4 hereof  unless and
     until  such  Holder  shall  have  provided  all such  reasonably  requested
     information.  Each Holder as to which any Shelf  Registration  Statement is
     being effected  agrees to furnish  promptly to the Company all  information
     required  to be  disclosed  in  order to make  the  information  previously
     furnished to the Company by such Holder not  materially  misleading and not
     to omit any material fact.

4.       Additional Interest

(a)      The  Issuers  and the  Initial  Purchasers  agree  that the  Holders of
         Registrable  Securities  will  suffer  damages if the  Issuers  fail to
         fulfill their  obligations under Section 2 or Section 3 hereof and that
         it would not be feasible to  ascertain  the extent of such damages with
         precision. Accordingly, the
<PAGE>

                                      -8-


     Issuers,  jointly  and  severally,  agree to pay,  as  liquidated  damages,
     additional interest on the Registrable Securities  ("Additional  Interest")
     under the  circumstances  and to the extent set forth  below (each of which
     shall be given  independent  effect and shall not be duplicative  except as
     otherwise provided below):

(i)  if neither  the  Exchange  Registration  Statement  nor the  Initial  Shelf
     Registration  has been  filed on or prior to the  Filing  Date,  Additional
     Interest  shall  accrue on the  Registrable  Securities  over and above the
     stated  interest  at a rate  of  .25%  per  annum  for  the  first  90 days
     immediately  following  the Filing  Date,  such  Additional  Interest  rate
     increasing  by an  additional  .25%  per  annum  at the  beginning  of each
     subsequent 90-day period;

(ii) if neither  the  Exchange  Registration  Statement  nor the  Initial  Shelf
     Registration  is  declared  effective  by  the  SEC  on  or  prior  to  the
     Effectiveness  Date,  Additional  Interest shall accrue on the  Registrable
     Securities included or which should have been included in such Registration
     Statement  over and above the stated  interest  at a rate of .25% per annum
     for the first 90 days immediately following the day after the Effectiveness
     Date,  such  Additional  Interest rate increasing by an additional .25% per
     annum at the beginning of each subsequent 90-day period; and

(iii)if (A) the Company has not exchanged Exchange Securities for all Securities
     validly  tendered in accordance  with the terms of the Exchange Offer on or
     prior to the Consummation Date or (B) the Exchange  Registration  Statement
     ceases to be  effective  at any time  prior to the time  that the  Exchange
     Offer is consummated or (C) if applicable,  the Shelf Registration has been
     declared  effective and such Shelf  Registration  ceases to be effective at
     any time during the Effectiveness  Period,  then Additional  Interest shall
     accrue on the  Registrable  Securities  (over and above the stated interest
     rate otherwise payable on the Registrable Securities) at a rate of .25% per
     annum for the first 90 days commencing on the (x) 151st day after the Issue
     Date,  in the case of (A) above,  or (y) the day the Exchange  Registration
     Statement  ceases to be effective in the case of (B) above,  or (z) the day
     such Shelf  Registration  ceases to be  effective in the case of (C) above,
     such Additional Interest rate increasing by an additional .25% per annum at
     the beginning of each such subsequent 90-day period;

provided,  that the Additional  Interest rate on the Registrable  Securities may
not  exceed  at any one time in the  aggregate  1.0% per  annum;  and  provided,
further,  that (1) upon the filing of the Exchange  Registration  Statement or a
Shelf  Registration  as  required  hereunder  (in the case of clause (i) of this
Section 4), (2) upon the effectiveness of the Exchange Registration Statement or
the Shelf Registration as required hereunder (in the case of clause (ii) of this
Section  4),  or (3) upon the  exchange  of  Exchange  Securities  for all Notes
tendered  (in the  case of  clause  (iii)(A)  of this  Section  4),  or upon the
effectiveness of the Exchange Registration  Statement which had ceased to remain
effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness
of the Shelf  Registration  which had ceased to remain effective (in the case of
(iii)(C) of this Section 4), Additional  Interest on the Registrable  Securities
as a result of such clause (or the relevant subclause thereof),  as the case may
be, shall cease to accrue. It is understood and agreed that, notwithstanding any
provision to the contrary,  so long as any Registrable  Security is then covered
by an effective Shelf Registration  Statement  (regardless of whether a Blocking
Period is in effect),  no Additional  Interest shall accrue on such  Registrable
Security.

(b)  The Company shall notify the Trustee  within three business days after each
     and every  date on which an event  occurs in  respect  of which  Additional
     Interest is required to be paid (an "Event  Date").  The Issuers  shall pay
     the Additional Interest due on the Registrable Securities by depositing
<PAGE>

                                      -9-


     with the Trustee,  in trust, for the benefit of the Holders thereof,  on or
     before  the  applicable  semi-annual  interest  payment  date,  immediately
     available funds in sums sufficient to pay the Additional  Interest then due
     to Holders of Registrable  Securities.  The Additional  Interest amount due
     shall be  payable  on each such date to the  record  Holder of  Registrable
     Securities  on  January  15 or July 15,  as the  case  may be,  immediately
     preceding  such  semi-annual  interest  payment date (or the calendar  date
     which would be a  semi-annual  interest  payment date if cash interest were
     then  payable on the  Registrable  Securities).  The  amount of  Additional
     Interest  will be  determined  by  multiplying  the  applicable  Additional
     Interest  rate  by  the  principal  amount  of  the  affected   Registrable
     Securities  of such  Holders,  multiplied  by a fraction,  the numerator of
     which is the number of days such  Additional  Interest rate was  applicable
     during such period  (determined on the basis of a 360-day year comprised of
     twelve 30-day months and, in the case of a partial month, the actual number
     of days elapsed  including the first day but excluding the last day of such
     period),  and, the  denominator  of which is 360.  Each  obligation  to pay
     Additional  Interest  shall be deemed to accrue  immediately  following the
     occurrence of the applicable  Event Date. The parties hereto agree that the
     Additional Interest provided for in this Section 4 constitutes a reasonable
     estimate  of the damages  that may be  incurred  by Holders of  Registrable
     Securities  by reason of the  failure of a Shelf  Registration  or Exchange
     Offer  to  be  filed  or  declared  effective,  an  Exchange  Offer  to  be
     consummated or a Shelf  Registration to remain  effective,  as the case may
     be, in accordance with this Section 4.

5.       Registration Procedures

                  In  connection  with  the   registration  of  any  Registrable
Securities  pursuant  to  Sections  2 or 3  hereof  and  the  sale  of  Exchange
Securities from time to time by the Market Makers, the Issuers shall effect such
registrations  to permit the sale of Registrable  Securities,  and in accordance
with  Section  11 the  sale by the  Market  Makers  of  Exchange  Securities  in
accordance  with the  intended  method or methods of  disposition  thereof,  and
pursuant thereto the Issuers shall:

(a)  Use their commercially reasonable efforts to prepare and file with the SEC,
     as soon as practicable  after the date hereof but in any event prior to the
     Filing Date in the case of the Exchange Registration Statement and the 45th
     day following the Consummation  Date in the case of the Shelf  Registration
     Statement,   a  Registration   Statement  or  Registration   Statements  as
     prescribed  by  Section  2 or 3, and to use their  commercially  reasonable
     efforts to cause each such  Registration  Statement to become effective and
     remain effective as provided  herein,  provided that, if (1) such filing is
     pursuant  to  Section  3,  or (2) a  Prospectus  contained  in an  Exchange
     Registration  Statement  filed  pursuant  to  Section 2 is  required  to be
     delivered under the Securities Act by any  Participating  Broker-Dealer who
     seeks to sell Exchange  Securities  during the  Applicable  Period,  before
     filing any  Registration  Statement  or  Prospectus  or any  amendments  or
     supplements  thereto, the Issuers shall upon written request furnish to and
     afford the  Holders  of the  Registrable  Securities  (which in the case of
     Registrable  Securities  in the form of  global  certificates  shall be The
     Depository Trust Company ("DTC") and each such Participating Broker-Dealer,
     as --- the case  may be,  covered  by such  Registration  Statement,  their
     counsel and the managing underwriters,  if any, a reasonable opportunity to
     review copies of all such documents  (including  copies of any documents to
     be incorporated by reference  therein and all exhibits thereto) proposed to
     be filed.

(b)  Prepare and file with the SEC such amendments and post-effective amendments
     to each Shelf Registration or Exchange Registration  Statement, as the case
     may  be,  as  may  be  necessary  to  keep  such   Registration   Statement
     continuously  effective  for the  Effectiveness  Period  or the  Applicable
     Period, as the case may be; cause the related Prospectus to be supplemented
     by any required Prospectus
<PAGE>

                                      -10-

     supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
     similar provisions then in force) under the Securities Act; and comply with
     the  provisions of the  Securities  Act, the Exchange Act and the rules and
     regulations of the SEC promulgated thereunder applicable to it with respect
     to the disposition of all securities covered by such Registration Statement
     as so amended or in such Prospectus as so supplemented  and with respect to
     the  subsequent  resale of any  securities  being  sold by a  Participating
     Broker-Dealer  covered by any such  Prospectus;  the  Issuers  shall not be
     deemed  to  have  used  their  commercially  reasonable  efforts  to keep a
     Registration  Statement effective during the Applicable Period if either of
     them  voluntarily  takes any action that would result in selling Holders of
     the Registrable Securities covered thereby or Participating  Broker-Dealers
     seeking to sell Exchange Securities not being able to sell such Registrable
     Securities  or such  Exchange  Securities  during that  period  unless such
     action is required by applicable law or unless the Issuers comply with this
     Agreement,  including without limitation,  the provisions of paragraph 5(k)
     hereof and the last paragraph of this Section 5.

(c)  If (1) a Shelf  Registration  is  filed  pursuant  to  Section  3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the  Applicable   Period,   notify  the  selling   Holders  of  Registrable
     Securities, or each such Participating  Broker-Dealer,  as the case may be,
     their counsel and the managing underwriters,  if any, who have provided the
     Issuers with their names and  addresses  promptly  (but in any event within
     two  business  days),  and  confirm  such  notice  in  writing,  (i) when a
     Prospectus or any  Prospectus  supplement or  post-effective  amendment has
     been  filed,  and,  with  respect  to  a  Registration   Statement  or  any
     post-effective  amendment,  when the same has  become  effective  under the
     Securities  Act  (including  in such  notice a written  statement  that any
     Holder may, upon request,  obtain,  without  charge,  one conformed copy of
     such Registration Statement or post-effective amendment including financial
     statements  and  schedules,   documents   incorporated   or  deemed  to  be
     incorporated by reference and exhibits), (ii) of the issuance by the SEC of
     any stop order suspending the effectiveness of a Registration  Statement or
     of any order preventing or suspending the use of any preliminary prospectus
     or the initiation of any proceedings for that purpose, (iii) of the receipt
     by the Issuers of any  notification  with respect to the  suspension of the
     qualification or exemption from  qualification of a Registration  Statement
     or any of the Registrable  Securities or the Exchange Securities to be sold
     by any  Participating  Broker-Dealer for offer or sale in any jurisdiction,
     or the initiation or  threatening of any proceeding for such purpose,  (iv)
     of the happening of any event or any information  becoming known that makes
     any statement made in such Registration  Statement or related Prospectus or
     any document incorporated or deemed to be incorporated therein by reference
     untrue in any material  respect or that  requires the making of any changes
     in such  Registration  Statement,  Prospectus  or documents so that, in the
     case  of the  Registration  Statement,  it  will  not  contain  any  untrue
     statement of a material fact or omit to state any material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading, and that in the case of the Prospectus, it will not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in the  light  of  the  circumstances  under  which  they  were  made,  not
     misleading,  and  (v)  of the  Company's  reasonable  determination  that a
     post-effective amendment to a Registration Statement would be appropriate.

     (d) If (1) a Shelf  Registration  is filed  pursuant to Section 3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the Applicable Period, use their commercially reasonable efforts to prevent
     the issuance of any order  suspending the  effectiveness  of a Registration
     Statement or of any order  preventing or suspending the use of a Prospectus
     or suspending the qualification (or exemption from qualification) of any of
     the Registrable
<PAGE>

                                      -11-

     Securities  or the  Exchange  Securities  to be sold  by any  Participating
     Broker-Dealer,  for sale in any  jurisdiction,  and,  if any such  order is
     issued,  to  use  their  commercially  reasonable  efforts  to  obtain  the
     withdrawal of any such order at the earliest possible moment.

(e)  If a Shelf  Registration  is filed  pursuant to Section 3 and if reasonably
     requested  by the  managing  underwriters,  if  any,  or the  Holders  of a
     majority in aggregate principal amount of the Registrable  Securities being
     sold in connection with an underwritten  offering, (i) promptly incorporate
     in a prospectus supplement or post-effective  amendment such information as
     the managing  underwriters,  if any, or such Holders or counsel  reasonably
     request to be included  therein,  or (ii) make all required filings of such
     prospectus   supplement  or  such  post-effective   amendment  as  soon  as
     practicable  after the Company has received  notification of the matters to
     be incorporated in such prospectus supplement or post-effective  amendment;
     provided that the Company shall not be required to take any action pursuant
     to this Section 5(c) that would,  in the reasonable  opinion of counsel for
     the Company, violate applicable law.

(f)  If (1) a Shelf  Registration  is  filed  pursuant  to  Section  3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the  Applicable  Period,  furnish  to each  selling  Holder of  Registrable
     Securities and to each such Participating Broker-Dealer who so requests and
     to counsel and each  managing  underwriter,  if any,  without  charge,  one
     conformed  copy  of the  Registration  Statement  or  Statements  and  each
     post-effective  amendment  thereto,   including  financial  statements  and
     schedules,  and if requested,  all documents  incorporated  or deemed to be
     incorporated therein by reference and all exhibits.

(g)  If (1) a Shelf  Registration  is  filed  pursuant  to  Section  3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the  Applicable  Period,  deliver  to each  selling  Holder of  Registrable
     Securities, or each such Participating  Broker-Dealer,  as the case may be,
     their counsel, and the underwriters, if any, without charge, as many copies
     of the  Prospectus  or  Prospectuses  (including  each form of  preliminary
     prospectus,   if  requested)  and  each  amendment  or  supplement  thereto
     (provided  the  manner of such use  complies  with all  applicable  federal
     securities  laws, the rules and regulations of the SEC and applicable state
     securities "Blue Sky" laws and subject to the provisions of this Agreement)
     and any  documents  incorporated  by reference  therein as such Persons may
     reasonably  request;  and, subject to the last paragraph of this Section 5,
     the Issuers hereby consent to the use of such Prospectus and each amendment
     or  supplement  thereto  by  each of the  selling  holders  of  Registrable
     Securities or each such  Participating  Broker-Dealer,  as the case may be,
     and the underwriters or agents, if any, and dealers (if any), in connection
     with the offering and sale of the Registrable  Securities covered by or the
     sale by Participating Broker-Dealers of the Exchange Securities pursuant to
     such Prospectus and any amendment or supplement thereto.

(h)  Prior to any public offering of Registrable Securities or any delivery of a
     Prospectus  contained  in  the  Exchange  Registration   Statement  by  any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the Applicable  Period,  to use their  commercially  reasonable  efforts to
     register  or  qualify,  and  to  cooperate  with  the  selling  Holders  of
     Registrable  Securities or each such  Participating  Broker-Dealer,  as the
     case may be, the  underwriters,  if any,  and their  respective  counsel in
     connection with the registration or  qualification  (or exemption from such
     registration or qualification) of such Registrable Securities for offer and
     sale under the securities or Blue Sky laws of such jurisdictions
<PAGE>

                                -12-


     within   the   United   States  as  any   selling   Holder,   Participating
     Broker-Dealer,  or the managing underwriters reasonably request in writing,
     provided   that   where   Exchange   Securities   held   by   Participating
     Broker-Dealers or Registrable  Securities are offered other than through an
     underwritten  offering, the Issuers agree to cause their counsel to perform
     Blue Sky investigations and file registrations and qualifications  required
     to be filed pursuant to this Section 5(h);  keep each such  registration or
     qualification  (or exemption  therefrom)  effective  during the period such
     Registration  Statement is required to be kept effective and do any and all
     other  reasonable  acts or things  necessary  or  advisable  to enable  the
     disposition  in  such  jurisdictions  of the  Exchange  Securities  held by
     Participating  Broker-Dealers or the Registrable  Securities covered by the
     applicable  Registration  Statement,  provided  that neither of the Issuers
     shall  be  required  to  (A)  qualify  generally  to  do  business  in  any
     jurisdiction  where it is not then so  qualified,  (B) take any action that
     would  subject  it to general  service of process in any such  jurisdiction
     where it is not then so subject or (C) subject itself to taxation in excess
     of a nominal dollar amount in any such jurisdiction.

(i)  If a  Shelf  Registration  is  filed  pursuant  to  Section  3,  reasonably
     cooperate  with the  selling  Holders  of  Registrable  Securities  and the
     managing  underwriters,  if any, to facilitate the timely  preparation  and
     delivery of certificates  representing  Registrable  Securities to be sold,
     which certificates shall not bear any restrictive legends and shall be in a
     form eligible for deposit with DTC; and enable such Registrable  Securities
     to be registered in such names as the managing underwriter or underwriters,
     if any, or Holders may request at least two business days prior to any sale
     of Registrable Securities.

(j)  Use  their  commercially   reasonable  efforts  to  cause  the  Registrable
     Securities  covered by the Registration  Statement to be registered with or
     approved by such other United States  governmental  agencies or authorities
     of the United  States as may be  necessary  to enable the seller or sellers
     thereof or the underwriters,  if any, to consummate the disposition of such
     Registrable  Securities,  except as may be required solely as a consequence
     of the nature of such selling Holder's business,  in which case the Issuers
     will  cooperate  in  all  reasonable  respects  with  the  filing  of  such
     Registration Statement and the granting of such approvals.

(k)  If (1) a Shelf  Registration  is  filed  pursuant  to  Section  3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the Applicable  Period,  upon the occurrence of any event  contemplated  by
     paragraph 5(c)(iv) or 5(c)(v) above, as promptly as practicable prepare and
     (subject to Section 5(a) above) file with the SEC, solely at the expense of
     the Issuers,  a supplement or post-effective  amendment to the Registration
     Statement  or a  supplement  to the  related  Prospectus  or  any  document
     incorporated or deemed to be incorporated therein by reference, or file any
     other required document so that, as thereafter  delivered to the purchasers
     of the Registrable Securities being sold thereunder or to the purchasers of
     the  Exchange  Securities  to whom such  Prospectus  will be delivered by a
     Participating Broker-Dealer, any such Prospectus will not 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, in the light
     of the circumstances under which they were made, not misleading.

(l)  In connection with an underwritten public offering,  use their commercially
     reasonable  efforts  to  cause  the  Registrable  Securities  covered  by a
     Registration  Statement or the Exchange Securities,  as the case may be, to
     be rated, or, if previously  rated,  updated,  with the appropriate  rating
     agencies,  if so  requested  by the  Holders  of a  majority  in  aggregate
     principal amount of Registrable
<PAGE>

                                      -13-


     Securities   covered  by  such  Registration   Statement  or  the  Exchange
     Securities, as the case may be, or the managing underwriters, if any.

(m)  Prior  to  the   consummation  of  the  offering   pursuant  to  the  first
     Registration Statement relating to the Registrable Securities,  (i) provide
     the Trustee with printed  certificates for the Registrable  Securities in a
     form  eligible for deposit with DTC and (ii) provide a CUSIP number for the
     Registrable Securities.

(n)  Use their  reasonable  best  efforts  to cause all  Registrable  Securities
     covered by such Registration  Statement or the Exchange Securities,  as the
     case may be, to be listed on each  securities  exchange,  if any,  on which
     similar securities issued by either of the Issuers are then listed.

(o)  In  connection  with an  underwritten  offering of  Registrable  Securities
     pursuant to a Shelf Registration,  enter into an underwriting  agreement as
     is customary in  underwritten  offerings and take all such other actions as
     are reasonably requested by the managing  underwriters in order to expedite
     or facilitate  the  registration  or the  disposition  of such  Registrable
     Securities,  and in such  connection,  (i) make  such  representations  and
     warranties to the underwriters, with respect to the business of the Company
     and its subsidiaries,  if any, and the Registration  Statement,  Prospectus
     and  documents,  if any,  incorporated  or  deemed  to be  incorporated  by
     reference  therein,  in each case,  as are  customarily  made by issuers to
     underwriters  in underwritten  offerings,  and confirm the same if and when
     reasonably requested;  (ii) obtain an opinion of counsel to the Issuers and
     updates  thereof  in form  and  substance  reasonably  satisfactory  to the
     managing  underwriters (if any), addressed to the underwriters covering the
     matters customarily covered in opinions requested in underwritten offerings
     and such other  matters as may be  reasonably  requested  by  underwriters;
     (iii)  obtain  "cold  comfort"  letters  and  updates  thereof  in form and
     substance  reasonably  satisfactory to the managing  underwriters  from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any  business  acquired by the  Company  for which  financial
     statements and financial  data are, or are required to be,  included in the
     Registration  Statement),  addressed  to  each  of the  underwriters,  such
     letters  to  be  in  customary  form  and  covering  matters  of  the  type
     customarily   covered  in  "cold  comfort"   letters  in  connection   with
     underwritten  offerings  and  such  other  matters  as  may  be  reasonably
     requested by underwriters; and (iv) if an underwriting agreement is entered
     into, the same shall contain  indemnification  provisions and procedures no
     less  favorable  than  those set forth in  Section 7 hereof  (or such other
     provisions and procedures  acceptable to Holders of a majority in aggregate
     principal  amount of Registrable  Securities  covered by such  Registration
     Statement  and the  managing  underwriters  or agents)  with respect to all
     parties to be indemnified pursuant to said Section. The above shall be done
     at each closing under such underwriting  agreement, or as and to the extent
     required thereunder.

(p)  If (1) a Shelf  Registration  is  filed  pursuant  to  Section  3, or (2) a
     Prospectus contained in an Exchange  Registration  Statement filed pursuant
     to Section 2 is required to be delivered  under the  Securities  Act by any
     Participating  Broker-Dealer  who seeks to sell Exchange  Securities during
     the Applicable Period,  make available for inspection by any selling Holder
     of such  Registrable  Securities  being  sold,  or each such  Participating
     Broker-Dealer,  as the case may be, any  underwriter  participating  in any
     such  disposition  of  Registrable  Securities,  if any, and any  attorney,
     accountant or other agent  retained by any such selling holder or each such
     Participating   Broker-Dealer,   as  the  case  may  be,   or   underwriter
     (collectively,  the  "Inspectors"),  at the offices  where  normally  kept,
     during  reasonable   business  hours,  all  financial  and  other  records,
     pertinent  corporate  documents  and  properties  of the  Company  and  its
     subsidiaries, if any (collectively,  the "Records"), as shall be reasonably
     necessary to enable
<PAGE>

                                      -14-


     them to exercise any applicable due diligence  responsibilities,  and cause
     the officers,  directors and employees of the Company and its subsidiaries,
     if any to supply all information in each case  reasonably  requested by any
     such Inspector in connection with such Registration  Statement, as shall be
     reasonably  necessary  to enable the  Inspectors  to  conduct a  reasonable
     investigation  within the  meaning of  Section  11 of the  Securities  Act;
     provided,  however, that the foregoing inspection and information gathering
     shall be coordinated  on behalf of the Initial  Purchasers and such selling
     Holders  by you  and  on  behalf  of  the  other  parties,  by one  counsel
     designated by and on behalf of such other parties as described in Section 6
     hereof; provided,  further, that Records designated,  in good faith, by the
     Company as confidential at the time of delivery shall be kept  confidential
     by the  Inspectors,  unless (i) the disclosure of such Records is necessary
     to avoid  or  correct  a  misstatement  or  omission  in such  Registration
     Statement,  (ii) the  release  of such  Records is  ordered  pursuant  to a
     subpoena or other order from a court of competent jurisdiction or (iii) the
     information  in such  Records  has been  made  generally  available  to the
     public.  Each selling Holder of such  Registrable  Securities and each such
     Participating  Broker-Dealer  will be  required  to agree that  information
     obtained by it as a result of such inspections shall be deemed confidential
     and shall not be used by it as the basis for any market transactions in the
     securities of the Issuers unless and until such is made generally available
     to the public. Each selling Holder of such Registrable  Securities and each
     such Participating  Broker-Dealer will be required to further agree that it
     will, upon learning that disclosure of such Records is sought in a court of
     competent jurisdiction, give notice to the Company and allow the Company at
     its expense to undertake  appropriate  action to prevent  disclosure of the
     Records deemed confidential.

(q)  Provide an indenture trustee for the Registrable Securities or the Exchange
     Securities,  as the case may be,  and  cause  the  Indenture  or the  trust
     indenture provided for in Section 2(a), as the case may be, to be qualified
     under the TIA not later than the  effective  date of the Exchange  Offer or
     the first Registration  Statement  relating to the Registrable  Securities;
     and in  connection  therewith,  cooperate  with the trustee  under any such
     indenture  and the holders of the  Registrable  Securities,  to effect such
     changes to such  indenture as may be required  for such  indenture to be so
     qualified in  accordance  with the terms of the TIA;  and execute,  and use
     their commercially reasonable efforts to cause such 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 such indenture to
     be so qualified in a timely manner.

(r)  Comply in all material  respects with all applicable  rules and regulations
     of the SEC and make generally  available to their  securityholders  earning
     statements satisfying the provisions of Section 11(a) of the Securities Act
     and  Rule  158  thereunder  (or any  similar  rule  promulgated  under  the
     Securities  Act) no later than 90 days after the end of any 12-month period
     (i)  commencing  at the end of any  fiscal  quarter  in  which  Registrable
     Securities are sold to  underwriters  in a firm  commitment or best efforts
     underwritten  offering  and  (ii) if not  sold to  underwriters  in such an
     offering,  commencing  on the first day of the first fiscal  quarter of the
     Company after the effective date of a Shelf Registration  Statement,  which
     statements shall cover said 12-month periods.

(s)  If an  Exchange  Offer or a Private  Exchange  is to be  consummated,  upon
     delivery  of the  Registrable  Securities  by Holders to the Company (or to
     such other  Person as directed by the Company) in exchange for the Exchange
     Securities  or the  Private  Exchange  Securities,  as the case may be, the
     Company shall mark, or caused to be marked, on such Registrable  Securities
     that such  Registrable  Securities are being  cancelled in exchange for the
     Exchange Securities or the Private Exchange Securities, as the case may be;
     in no  event  shall  such  Registrable  Securities  be  marked  as  paid or
     otherwise satisfied.
<PAGE>

                                      -15-


(t)  Reasonably cooperate with each seller of Registrable  Securities covered by
     any Registration  Statement and each underwriter,  if any, participating in
     the disposition of such Registrable Securities and their respective counsel
     in  connection  with any  filings  required  to be made  with the  National
     Association of Securities Dealers, Inc. (the "NASD").

(u)  Use their commercially reasonable efforts to take all other steps necessary
     to effect  the  registration  of the  Registrable  Securities  covered by a
     Registration Statement contemplated hereby.

(v)  Upon  consummation  of an Exchange Offer or a Private  Exchange,  obtain an
     opinion of counsel to the Company and the  Guarantor,  in a form  customary
     for  underwritten  offerings of debt securities  similar to the Securities,
     addressed to the Trustee solely for the benefit of the Trustee, and not for
     the  benefit of  Holders of  Registrable  Securities  participating  in the
     Exchange  Offer or the  Private  Exchange,  as the case may be,  and  which
     includes an opinion  that (i) each of the Company  and the  Guarantors  has
     duly authorized, executed and delivered the Exchange Securities and Private
     Exchange Securities and the related indenture and (ii) each of the Exchange
     Securities  or the  Private  Exchange  Securities,  as the case may be, and
     related indenture  constitute a legal, valid and binding obligation of each
     of the Company and the Guarantors,  enforceable against each of the Company
     and the Guarantors in accordance with its respective  terms (with customary
     exceptions).

                  The Issuers may require each seller of Registrable  Securities
or Participating Broker-Dealer as to which any registration is being effected to
furnish to the Issuers such  information  regarding such seller or Participating
Broker-Dealer  and the distribution of such  Registrable  Securities or Exchange
Securities to be sold by such Participating  Broker-Dealer,  as the case may be,
as the  Issuers  may,  from time to time,  reasonably  request.  The Issuers may
exclude  from such  registration  the  Registrable  Securities  of any seller or
Participating  Broker-Dealer who unreasonably  fails to furnish such information
within a reasonable time after  receiving such request.  Each seller as to which
any Shelf  Registration is being effected is deemed to agree to furnish promptly
to the Issuers all  information  required to be  disclosed  in order to make the
information  previously  furnished to the Issuers by such seller not  materially
misleading.

                  Each  Holder of  Registrable  Securities,  each  Market  Maker
holding Exchange  Securities,  and each  Participating  Broker-Dealer  agrees by
acquisition  of  such  Securities  to be  sold  by  such  Holder,  Participating
Broker-Dealer  or Market  Maker,  as the case may be, that,  upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 5(c)(ii),  5(c)(iii),  5(c)(iv),  or 5(c)(v), such Holder will forthwith
discontinue disposition of Securities or Exchange Securities covered by any such
Registration  Statement or Prospectus or Exchange  Securities to be sold by such
Participating Broker-Dealer,  as the case may be, until such Holder's receipt of
the copies of the  supplemented  or amended  Prospectus  contemplated by Section
5(k),  or until it is advised in writing (the  "Advice") by the Company that the
use of the applicable  Prospectus may be resumed, and has received copies of any
amendments or supplements  thereto. In the event the Company shall give any such
notice,  each of the  Effectiveness  Period and the  Applicable  Period shall be
extended by the number of days during such periods from and  including  the date
of the  giving of such  notice  to and  including  the date when each  seller of
Registrable  Securities  covered  by such  Registration  Statement  or  Exchange
Securities to be sold by such Participating  Broker-Dealer,  as the case may be,
shall have  received (x) the copies of the  supplemented  or amended  Prospectus
contemplated  by Section  5(k) or (y) the  Advice.  Each  Holder of  Registrable
Securities,  each  Participating  Broker-Dealer  and each Market Maker,  further
agrees,  by acquisition of such Securities,  Registrable  Securities or Exchange
Securities  to  be  sold  by  such  Holder,   Participating   Broker-Dealer   or
Market-Maker,  as the case may be, that upon  receipt of a Blocking  Notice from
the  Company,  such  Holder,  Participating  Broker-Dealer  or Market Maker will
forthwith discontinue disposition of such Securities, Registrable Securities, or
Exchange Securities, as the case may be, during the Blocking Period. In no event
may a
<PAGE>

                                      -16-


Blocking  Notice be delivered  prior to the  consummation  of the Exchange Offer
and,  thereafter,  only one Blocking  Notice may be  delivered  pursuant to this
Agreement during any period of 180 consecutive  days. The Company shall promptly
send each Holder,  Participating  Broker-Dealer  or Market Maker, as applicable,
written notice (a "Blocking  Termination Notice"), at the earliest possible time
that they  determine,  in good faith that, (x) the  transaction or  negotiations
that are subject to such Blocking Notice have been publicly disclosed,  (y) such
non-public  information  has been  publicly  disclosed,  or (z)  counsel  to the
Company has  determined  that such  disclosure is not required due to subsequent
events.

6.       Registration Expenses

(a)  All fees and expenses  incident to the  performance  of or compliance  with
     this  Agreement by the Issuers  shall be borne by the Issuers,  jointly and
     severally,  whether or not the Exchange  Offer or a Shelf  Registration  is
     filed  or  becomes  effective,   including,  without  limitation,  (i)  all
     registration and filing fees (including,  without limitation, (A) fees with
     respect to filings  required to be made with the NASD in connection with an
     underwritten  offering and (B) fees and expenses of  compliance  with state
     securities or Blue Sky laws (including, without limitation, reasonable fees
     and disbursements of counsel in connection with Blue Sky  qualifications of
     the Registrable  Securities or Exchange Securities and determination of the
     eligibility  of the  Registrable  Securities  or  Exchange  Securities  for
     investment  under the laws of such  jurisdictions  in the United States (x)
     where the holders of Registrable Securities are located, in the case of the
     Exchange  Securities,  or (y) as provided in Section  5(h),  in the case of
     Registrable Securities or Exchange Securities to be sold by a Participating
     Broker-Dealer  during the Applicable  Period)),  (ii)  reasonable  printing
     expenses (including, without limitation,  expenses of printing certificates
     for  Registrable  Securities or Exchange  Securities in a form eligible for
     deposit  with  DTC  and  of  printing   prospectuses  if  the  printing  of
     prospectuses  is  requested by the  managing  underwriters,  if any, or, in
     respect of Registrable  Securities or Exchange Securities to be sold by any
     Participating Broker-Dealer during the Applicable Period, by the Holders of
     a majority in  aggregate  principal  amount of the  Registrable  Securities
     included in any Registration  Statement or of such Exchange Securities,  as
     the case may be), (iii) messenger, telephone and delivery expenses incurred
     by the Issuers,  (iv) reasonable fees and  disbursements of counsel for the
     Issuers and fees and  disbursements  of special  counsel for the sellers of
     Registrable  Securities  (subject to the provisions of Section  6(b)),  (v)
     reasonable  fees and  disbursements  of all  independent  certified  public
     accountants   referred  to  in  Section   5(o)(iii)   (including,   without
     limitation,  the expenses of any special audit and "cold  comfort"  letters
     required by or  incident to such  performance),  (vi) rating  agency  fees,
     (vii)  Securities  Act  liability  insurance,  if the  Issuers  desire such
     insurance,  (viii)  reasonable  fees  and  expenses  of all  other  Persons
     retained  by any of the  Issuers,  (ix)  internal  expenses  of the Issuers
     (including,  without limitation,  all salaries and expenses of officers and
     employees of the Issuers  performing legal or accounting  duties),  (x) the
     expense  of any  annual  audit,  (xi)  the fees and  expenses  incurred  in
     connection  with the  listing of the  securities  to be  registered  on any
     securities exchange, if applicable,  (xii) the reasonable expenses relating
     to printing, word processing and distributing all Registration  Statements,
     underwriting  agreements,  securities sales agreements,  indentures and any
     other documents  necessary in order to comply with this  Agreement,  (xiii)
     reasonable fees and expenses of the Trustee (including  reasonable fees and
     expenses of counsel to the Trustee) and (ix) as provided in Section 11.

(b)      In connection with any Shelf Registration hereunder,  the Issuers shall
         reimburse the Holders of the Registrable Securities being registered in
         such registration for the reasonable fees and disbursements of not more
         than one  counsel  chosen by the  Holders  of a majority  in  aggregate
         principal  amount of the Registrable  Securities to be included in such
         Registration Statement. Such Holders shall
<PAGE>

                                      -17-

     be responsible for all reasonable  out-of-pocket expenses of the Holders of
     Registrable  Securities incurred in connection with the registration of the
     Registrable Securities.

7.       Indemnification

                  The Issuers,  jointly and  severally,  agree to indemnify  and
hold harmless (i) each Holder of Registrable Securities, (ii) each Participating
Broker-Dealer  selling Exchange  Securities during the Applicable Period,  (iii)
each Market Maker,  and the officers and directors of each such person  included
in the immediately  preceding  clauses (i), (ii), and (iii), and each person, if
any, who controls any such person within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a  "Participant"),  from
and against  any and all losses,  claims,  damages and  liabilities  (including,
without  limitation,  the legal fees and other  expenses  incurred in connection
with any suit,  action or proceeding or any claim asserted) caused by any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Registration  Statement (or any amendment  thereto) or Prospectus (as amended or
supplemented  if the Issuers shall have  furnished any amendments or supplements
thereto) or any  preliminary  prospectus,  or caused by any  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses,  claims,  damages or liabilities  are caused by any untrue  statement or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with information relating to any Participant furnished to the Company
in writing by such  Participant  expressly  for use therein;  provided  that the
foregoing  indemnity with respect to any preliminary  prospectus shall not inure
to the benefit of any Participant  (or to the benefit of any person  controlling
such  Participant)  from whom the  person  asserting  any such  losses,  claims,
damages or liabilities purchased  Registrable  Securities or Exchange Securities
if such untrue  statement  or omission or alleged  untrue  statement or omission
made in such  preliminary  prospectus  is  completely  remedied  in the  related
Prospectus (as amended or  supplemented  if the Issuers shall have furnished any
amendments or supplements  thereto) and a copy of the related  Prospectus (as so
amended or  supplemented)  shall not have been  furnished  to such  person at or
prior to the sale of such Registrable Securities or Exchange Securities,  as the
case may be, to such person.

                  Each Participant will be required to agree,  severally and not
jointly,  to indemnify and hold  harmless the Issuers,  their  directors,  their
officers and each person who controls the Issuers  within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the  foregoing  indemnity  from the Issuers to each  Participant,  but only with
reference to information  relating to such Participant  furnished to the Company
in writing by such Participant  expressly for use in any Registration  Statement
or  Prospectus,   any  amendment  or  supplement  thereto,  or  any  preliminary
prospectus.  The liability of any  Participant  under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of Registrable
Securities giving rise to such obligations.

                  If any suit, action, proceeding (including any governmental or
regulatory investigation),  claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs,  such person (the "Indemnified Person") shall promptly
notify the person against whom such  indemnity may be sought (the  "Indemnifying
Person")  in  writing,   and  the  Indemnifying  Person,  upon  request  of  the
Indemnified Person,  shall retain counsel satisfactory to the Indemnified Person
to represent the Indemnified  Person and any others the Indemnifying  Person may
designate  in such  proceeding  and  shall  pay the fees and  expenses  actually
incurred by such counsel related to such  proceeding,  provided that the failure
to so notify the  Indemnifying  Person shall not relieve it of any obligation or
liability  which it may have  hereunder  or  otherwise  (unless  and only to the
extent  that such  failure  directly  results in the loss or  compromise  of any
material rights or defenses).  In any such  proceeding,  any Indemnified  Person
shall have the right to retain its own  counsel,  but the fees and  expenses  of
such counsel shall be at the expense of such  Indemnified  Person unless (i) the
<PAGE>

                                      -18-



Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary,  (ii) the  Indemnifying  Person has failed within a reasonable time to
retain counsel satisfactory to the Indemnified Person or (iii) the named parties
in any such  proceeding  (including  any  impleaded  parties)  include  both the
Indemnifying  Person  and the  Indemnified  Person  and  representation  of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the Indemnifying Person
shall not, in connection  with any proceeding or related  proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any appropriate local counsel) for all Indemnified  Persons, and
that all such fees and expenses  shall be reimbursed  as they are incurred.  Any
such separate firm for the Participants and such control persons of Participants
shall be designated in writing by  Participants  who sold a majority in interest
of Registrable  Securities sold by all such  Participants  and any such separate
firm for the Issuers,  their directors,  their officers and such control persons
of the Issuers shall be designated in writing by the Company.  The  Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written  consent,  but if settled  with such  consent or if there be a final
non-appealable  judgment for the plaintiff,  the  Indemnifying  Person agrees to
indemnify  any  Indemnified  Person from and against  any loss or  liability  by
reason of such settlement or judgment.  Notwithstanding  the foregoing sentence,
if at any  time an  Indemnified  Person  shall  have  requested  in  writing  an
Indemnifying  Person to reimburse the  Indemnified  Person for fees and expenses
actually  incurred  by counsel as  contemplated  by the third  sentence  of this
paragraph,  the  Indemnifying  Person  agrees  that it shall be  liable  for any
settlement of any proceeding  effected  without its written  consent if (i) such
settlement is entered into more than 45 days after receipt by such  Indemnifying
Person of the aforesaid written request and (ii) such Indemnifying  Person shall
not have reimbursed the Indemnified  Person for all reasonable fees and expenses
of such  counsel  in  accordance  with  such  request  prior to the date of such
settlement.  No Indemnifying Person shall,  without the prior written consent of
the  Indemnified  Person,  effect any  settlement  of any pending or  threatened
proceeding  in respect of which any  Indemnified  Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement  includes an  unconditional  release of such  Indemnified
Person  from all  liability  on  claims  that  are the  subject  matter  of such
proceeding.

                  If the  Indemnification  provided  for in the first and second
paragraphs of this Section 7 is unavailable to an Indemnified  Person in respect
of any losses,  claims,  damages or liabilities  referred to therein,  then each
Indemnifying  Person  under  such  paragraph,   in  lieu  of  indemnifying  such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such  Indemnified  Person  as a  result  of  such  losses,  claims,  damages  or
liabilities  in such  proportion as is appropriate to reflect the relative fault
of the Issuers on the one hand and the  Participants  on the other in connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities,  as well as any other relevant  equitable  considerations.  The
relative fault of the Issuers on the one hand and the  Participants on the other
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the Issuers or by
the  Participants  and  the  parties'  relative  intent,  knowledge,  access  to
information and opportunity to correct or prevent such statement or omission.

                  The  parties  shall  agree  that  it  would  not be  just  and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation  (even  if the  Participants  were  treated  as one  entity  for such
purpose) or by any other method of allocation  that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  Indemnified  Person as a result of the  losses,
claims,  damages  and  liabilities  referred  to in  the  immediately  preceding
paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above,  any  reasonable  legal or other  expenses  incurred by such  Indemnified
Person in connection with  investigating  or defending any such action or claim.
Notwithstanding  the  provisions  of  this  Section  7,  in  no  event  shall  a
Participant  be  required  to  contribute  any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Securities
exceeds the amount of any damages that such Participant has otherwise been
<PAGE>

                                      -19-

required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  The indemnity and  contribution  agreements  contained in this
Section 7 will be in addition to any liability  which the  Indemnifying  Persons
may otherwise have to the Indemnified Persons referred to above.

8.       Rule 144 and Rule 144A

                  Each of the Issuers  shall use their  commercially  reasonable
efforts to file the reports  required to be filed by it under the Securities Act
and the Exchange Act and the rules and regulations adopted by the SEC thereunder
in a timely manner and, if at any time the Issuers are not required to file such
reports,  they shall, upon the request of any Holder of Registrable  Securities,
make publicly  available other  information so long as necessary to permit sales
pursuant to Rule 144 and Rule 144A under the Securities Act. The Issuers further
covenant to take such further action as any Holder of Registrable Securities may
reasonably request,  all to the extent required from time to time to enable such
holder to sell Registrable  Securities without registration under the Securities
Act within the  limitation of the  exemptions  provided by (a) Rule 144 and Rule
144A under the  Securities  Act, as such Rules may be amended from time to time,
or (b) any similar rule or regulation hereafter adopted by the SEC.

9.       Underwritten Registrations

                  If any of the  Registrable  Securities  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 Holders of a majority in aggregate  principal  amount of such
Registrable  Securities  included in such offering and reasonably  acceptable to
the Company.

                  No Holder of  Registrable  Securities  may  participate in any
underwritten  registration  hereunder unless such Holder (a) agrees to sell such
Holder's  Registrable  Securities  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.

10.      Miscellaneous

(a)  Remedies.  In the  event  of a  breach  by  the  Issuers  of  any of  their
     obligations under this Agreement, each Holder of Registrable Securities and
     each Market  Maker,  in addition to being  entitled to exercise  all rights
     provided  herein,  in  the  Indenture  or,  in  the  case  of  the  Initial
     Purchasers, in the Purchase Agreement or granted by law, including recovery
     of damages,  will be entitled to specific  performance  of its rights under
     this  Agreement.  The  Issuers  agree that  monetary  damages  would not be
     adequate  compensation  for any loss incurred by reason of a breach by them
     of any of the  provisions of this  Agreement and hereby further agree that,
     in the event of any  action  for  specific  performance  in respect of such
     breach,  they  shall  waive  the  defense  that a  remedy  at law  would be
     adequate.

(b)  No  Inconsistent  Agreements.  The Issuers have not, as of the date hereof,
     entered  and shall not,  after the date of this  Agreement,  enter into any
     agreement with respect to any of their securities that is inconsistent with
     the rights granted to the Holders of Registrable Securities or the Market
<PAGE>

                                      -20-


     Makers 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's securities under any agreement in effect on the date hereof.

(c)  Adjustments  Affecting  Registrable  Securities.  The  Issuers  shall  not,
     directly or  indirectly,  take any action with  respect to the  Registrable
     Securities  as a class  that  would  adversely  affect  the  ability of the
     Holders  of  Registrable   Securities  or  the  Market  Makers  to  include
     Registrable Securities or Exchange Securities in a registration  undertaken
     pursuant to this Agreement.

(d)  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  of the then  outstanding  aggregate  principal  amount of
     Registrable Securities (and, in the case of Section 11, each Market Maker).
     Notwithstanding  the  foregoing,  a waiver or  consent  to depart  from the
     provisions hereof with respect to a matter that relates  exclusively to the
     rights of Holders of  Registrable  Securities or of the Market Makers whose
     securities  are being sold  pursuant to a  Registration  Statement and that
     does not directly or indirectly  affect,  impair,  limit or compromise  the
     rights of other  Holders  may be given by Holders of at least a majority in
     aggregate principal amount of the Registrable Securities being sold by such
     Holders  pursuant  to such  Registration  Statement,  (and,  in the case of
     Section  11, each  Market  Maker),  provided  that the  provisions  of this
     sentence may not be amended,  modified or supplemented except in accordance
     with the provisions of the immediately preceding sentence.

(e)  Notices. All notices and other communications (including without limitation
     any  notices  or  other  communications  to the  Trustee)  provided  for or
     permitted  hereunder shall be made in writing by hand-delivery,  registered
     first-class mail, next-day air courier or telecopier:

(i)  if to a Holder,  at the most  current  address  given by the Trustee to the
     Company;

(ii)              if to the Market Makers,  to Chase Securities Inc. at 270 Park
                  Avenue,  New York, New York 10017 (telecopy:  (212) 270-0994);
                  Attention:  Laura  Yachimski,  with a copy to Chase Securities
                  Inc., Legal Department, 270 Park Avenue, 40th floor, New York,
                  New York  10017,  Attention:  Stephen  B.  Grant  (fax:  (212)
                  270-7487)  and  Morgan  Stanley  &  Co.   Incorporated,   1585
                  Broadway, New York, New York 10036 (telecopy: (212) 761-0358);
                  Attention: Bernadette O'Connell; and

(iii)             if to the Issuers,  at Triton PCS,  Inc.,  1100 Cassatt  Road,
                  Berwyn,   Pennsylvania  19312,   Attention:   Chief  Executive
                  Officer;  with  copies to Dow,  Lohnes & Albertson  PLLC,  One
                  Ravina  Drive,  Atlanta,  Georgia  30346,  Attention:  John W.
                  McNamara  and  Kleinbard,  Bell &  Brecker  LLP,  1900  Market
                  Street,   Suite   700,   Philadelphia,   Pennsylvania   19103,
                  Attention: Ralph J. Mauro.

                  All such  notices and  communications  shall be deemed to have
         been duly given: when delivered by hand, if personally delivered;  five
         business days after being deposited in the mail,  postage  prepaid,  if
         mailed; one business day after being timely delivered to a next-day air
         courier;  and  when  receipt  is  acknowledged  by  the  addressee,  if
         telecopied.
<PAGE>

                                      -21-

                  Copies of all such  notices,  demands or other  communications
         shall be  concurrently  delivered by the Person  giving the same to the
         trustee under the Indenture at the address specified in such Indenture.

(f)  Successors and Assigns. This Agreement shall inure to the benefit of and be
     binding upon the successors  and assigns of each of the parties,  including
     without  limitation  and  without  the  need  for  an  express  assignment,
     subsequent Holders of Registrable  Securities;  provided that, with respect
     to the indemnity and  contribution  agreements in Section 7, each Holder of
     Registrable  Securities subsequent to the Initial Purchasers shall be bound
     by  the  terms  thereof  if  such  Holder  elects  to  include  Registrable
     Securities in a Shelf Registration;  provided that this Agreement shall not
     inure to the  benefit  of or be  binding  upon a  successor  or assign of a
     Holder  unless  and  to  the  extent  such   successor  or  assignee  holds
     Registrable Securities or is a successor or assignee of a Market Maker.

(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, AS APPLIED TO CONTRACTS
     MADE  AND  PERFORMED  WITHIN  THE  STATE OF NEW  YORK,  WITHOUT  REGARD  TO
     PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
     TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
     PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(j)  Severability.  If any term,  provision,  covenant  or  restriction  of this
     Agreement  is held by a court  of  competent  jurisdiction  to be  invalid,
     illegal,  void or  unenforceable,  the remainder of the terms,  provisions,
     covenants and  restrictions set forth herein shall remain in full force and
     effect and shall in no way be affected,  impaired or  invalidated,  and the
     parties  hereto  shall  use  their  best  efforts  to find  and  employ  an
     alternative  means to achieve the same or substantially  the same result as
     that contemplated by such term, provision,  covenant or restriction.  It is
     hereby stipulated and declared to be the intention of the parties that they
     would  have  executed  the  remaining  terms,  provisions,   covenants  and
     restrictions  without including any of such that may be hereafter  declared
     invalid, illegal, void or unenforceable.

(k)  Entire  Agreement.  This  Agreement  is  intended by the parties as a final
     expression  of  their  agreement,  and is  intended  to be a  complete  and
     exclusive  statement  of the  agreement  and  understanding  of the parties
     hereto in respect of the subject matter contained herein.

(l)  Securities Held by the Company or Its  Affiliates.  Whenever the consent or
     approval of holders of a specified percentage of Registrable  Securities is
     required  hereunder,  Registrable  Securities  held by the  Company  or its
     affiliates (as such term is defined in Rule 405 under the  Securities  Act)
     other than the Market  Makers shall not be counted in  determining  whether
     such  consent  or  approval  was  given  by the  Holders  of such  required
     percentage.
<PAGE>

                                      -22-


(m)      Subsidiary  Guarantor a Party.  Immediately upon the designation of any
         subsidiary of the Company as a Guarantor (as defined in the Indenture),
         the Company shall cause such Guarantor to guarantee the  obligations of
         the Company hereunder (including, without limitation, the obligation to
         pay  Additional  Interest,  if any,  pursuant to the terms of Section 4
         hereof),  by executing  and  delivering  to the Initial  Purchasers  an
         appropriate amendment to this Agreement.

11.      Additional Agreements

(a)  Except during a Blocking Period,  the Company will, for the sole benefit of
     Chase Securities Inc., Morgan Stanley & Co.  Incorporated,  Lehman Brothers
     Inc.,  Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  ABN  AMRO
     Incorporated,  Credit Lyonnais  Securities (USA) Inc., PNC Capital Markets,
     Inc.,  Scotia Capital  Markets (USA) Inc.,  SunTrust  Equitable  Securities
     Corporation,  TD Securities (USA) Inc. and Wasserstein  Perella Securities,
     Inc. (each a "Market Maker" and together the "Market Makers"),  for so long
     as (i) any of the Securities are  outstanding and (ii) the Market Makers or
     any of their Affiliates (as defined in the rules and regulations of the SEC
     under the Securities Act) would be, in the opinion of counsel for either of
     the Market  Makers,  required to deliver a Prospectus  in  connection  with
     their  market  making  activities  as they  relate to the  Securities,  the
     Exchange Securities or the Private Exchange Securities:

(i)  (A) On the date that the  Exchange  Offer  Registration  Statement is filed
     with the SEC,  file a  Registration  Statement  (which may be the  Exchange
     Offer  Registration  Statement  or  the  Shelf  Registration  Statement  if
     permitted by the rules and  regulations  of the SEC) covering  sales of the
     Securities,  Exchange  Securities  or Private  Exchange  Securities  by the
     Market Makers,  use its reasonable best efforts to cause such  Registration
     Statement  to be  declared  effective  by  the  SEC  on  or  prior  to  the
     consummation of the Exchange Offer and periodically amend such Registration
     Statement so that the information  contained in the Registration  Statement
     complies with the  requirements  of Section 10(a) under the Securities Act;
     (B) if requested in writing by any Market Maker,  within 45 days  following
     the end of the Company's most recent fiscal  quarter,  file a supplement to
     the  Prospectus  which sets forth the financial  results of the Company for
     the previous  quarter;  (C) amend the Registration  Statement or supplement
     the  Prospectus  when  necessary  to reflect  any  material  changes in the
     information provided therein; and (D) amend the Registration Statement when
     required  to do so  in  order  to  comply  with  Section  10(a)(3)  of  the
     Securities  Act;  provided  that (1)  prior to  filing  any  post-effective
     amendment  to  the   Registration   Statement  or  any  supplement  to  the
     Prospectus,  the Company will furnish to each Market Maker that is required
     to deliver a Prospectus in connection with their market making  activities,
     copies of all such documents  proposed to be filed, which documents will be
     subject to the reasonable review of each Market Maker and its counsel,  (2)
     the Company will not file any post-effective  amendment to the Registration
     Statement or any  supplement  to the  Prospectus to which each Market Maker
     and its counsel shall  reasonably  object in writing  within three business
     days of receipt and (3) the Company  will provide each Market Maker and its
     counsel with the number of copies of each amendment or supplement  filed as
     the Market Makers shall reasonably request.

(ii) Promptly upon the Company  satisfying the  eligibility  criteria for use of
     Form S-3 under the Securities Act, file a  post-effective  amendment to the
     Registration  Statement  to  convert  it  from  a Form  S-1  to a Form  S-3
     registration statement.
<PAGE>

                                      -23-

(iii)Notify each  Market  Maker,  and (if  requested  by any such Market  Maker)
     confirm  such  advice in writing,  (A) when any  Prospectus  supplement  or
     amendment or  post-effective  amendment to the  Registration  Statement has
     been filed,  and, with respect to any  post-effective  amendment,  when the
     same  has  become  effective;  (B)  of  any  request  by the  SEC  for  any
     post-effective  amendment to the Registration Statement,  any supplement or
     amendment to the Prospectus or for additional information; (C) the issuance
     by  the  SEC  of  any  stop  order  suspending  the  effectiveness  of  the
     Registration  Statement  or the  initiation  of any  proceedings  for  that
     purpose; (D) of the receipt by the Company of any notification with respect
     to the  suspension of the  qualification  of the Securities for sale in any
     jurisdiction  or the initiation or threatening of any  proceedings for such
     purpose;  (E) of the happening of any event which makes any statement  made
     in  the  Registration  Statement,   the  Prospectus  or  any  amendment  or
     supplement  thereto  untrue or which  requires the making of any changes in
     the Registration  Statement,  the Prospectus or any amendment or supplement
     thereto, in order to make the statements therein not misleading; and (F) of
     any advice from a nationally  recognized  statistical  rating  organization
     that such organization has placed the Company under  surveillance or review
     with negative implications or has determined to downgrade the rating of the
     Securities or the Exchange  Securities or any other debt  obligation of the
     Company whether or not such downgrade shall have been publicly announced.

(iv) Furnish to each Market Maker,  without  charge,  (i) at least one conformed
     copy of any  post-effective  amendment to the Registration  Statement;  and
     (ii) as many copies of any amendment or supplement to the Prospectus as the
     Market Makers may request.

(v)  Consent to the lawful use of the  Prospectus or any amendment or supplement
     thereto by the Market  Makers in  connection  with the offering and sale of
     the Securities.

(vi) For so long as the Securities  shall be outstanding,  furnish to the Market
     Makers (A) as soon as  practicable  after the end of each fiscal year,  the
     number of copies reasonably requested by the Market Makers of the Company's
     annual report to stockholders  for such year, and (B) as soon as available,
     the number of copies  reasonably  requested  by the  Market  Makers of each
     report (including, without limitation, Reports on Forms 10-K, 10-Q and 8-K)
     or definitive  proxy statements of the Company filed under the Exchange Act
     or mailed to stockholders.

(vii)In the event of the issuance of any stop order suspending the effectiveness
     of the Registration  Statement or of any order suspending the qualification
     of the Securities or the Exchange  Securities for sale in any jurisdiction,
     to use promptly its best efforts to obtain its withdrawal.

(b)  The  Company   represents  that  any   post-effective   amendments  to  the
     Registration Statement, any amendments or supplements to the Prospectus and
     any documents filed under the Exchange Act will, when they become effective
     or are filed with the SEC, as the case may be,  conform in all  respects to
     the requirements of the Securities Act and the rules and regulations of the
     SEC   thereunder   and  will  not,  as  of  the  effective   date  of  such
     post-effective  amendments  and as of the  filing  date  of  amendments  or
     supplements  to the Prospectus or filings under the Exchange Act 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;  provided that no  representation or warranty is made as to
     information contained in or omitted from the Registration  Statement or the
     Prospectus  in reliance  upon and in  conformity  with written  information
<PAGE>

                                      -24-


     furnished to the Company by the Market  Makers  specifically  for inclusion
     therein,  which information the parties hereto agree will be limited to the
     statements concerning the market-making  activities of the Market Makers to
     be set forth on the cover page and in the "Plan of Distribution" section of
     the Prospectus.

(c)  Each time that the Registration Statement or Prospectus shall be amended or
     the Prospectus shall be supplemented,  the Company shall, concurrently with
     such amendment or supplement,  if reasonably requested by any of the Market
     Makers,  furnish the Market Makers and their counsel with a certificate  of
     its Chairman of the Board or its President and its chief financial  officer
     to the effect that:

(i)  The Registration  Statement has been declared  effective and such amendment
     has  become  effective  under  the  Securities  Act as of the date and time
     specified in such  certificate;  such  amendment to the Prospectus (or such
     supplement  to the  Prospectus,  as the case may be) was filed with the SEC
     pursuant  to the  subparagraph  of Rule  424(b)  under the  Securities  Act
     specified in such  certificate on the date specified  therein;  and, to the
     knowledge of such officers,  no stop order suspending the  effectiveness of
     the  Registration  Statement  has been  issued and no  proceeding  for that
     purpose is pending or threatened by the SEC; and

(ii) Such officers have carefully  examined the  Registration  Statement and the
     Prospectus and such amendment or supplement  thereto and, in their opinion,
     as of the date of such amendment or supplement,  the Registration Statement
     and the Prospectus, as amended or supplemented, as the case may be, did not
     include any untrue statement of a material fact and did not omit to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading.

(d)  Each time that the Registration Statement or Prospectus shall be amended or
     the Prospectus shall be supplemented,  the Company shall, concurrently with
     such amendment or supplement,  if reasonably requested by any Market Maker,
     furnish the Market  Makers and their  counsel  with the written  opinion of
     counsel  for the  Company  satisfactory  to the Market  Maker to the effect
     that:

(i)  The Registration  Statement has been declared  effective and such amendment
     has  become  effective  under  the  Securities  Act as of the date and time
     specified in such  certificate,  such  amendment to the Prospectus (or such
     supplement  to the  Prospectus,  as the case may be) was filed with the SEC
     pursuant to the subparagraph Rule 424(b) under the Securities Act specified
     in such opinion on the date  specified  therein;  and, to the  knowledge of
     such  counsel,   no  stop  order   suspending  the   effectiveness  of  the
     Registration  Statement has been issued and no proceeding  for that purpose
     is pending or threatened by the SEC; and

(ii) Counsel for the Company has  reviewed  such  amendment  or  supplement  and
     participated   with  officers  of  the  Company  and   independent   public
     accountants  for  the  Company  in the  preparation  of such  amendment  or
     supplement and has no reason to believe that the Registration Statement (or
     any post-effective  amendment thereto),  at the time of its effective date,
     contained  any untrue  statement  of a material  fact or omitted to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not  misleading,  or that the  Prospectus  contains any
     untrue  statement  of a  material  fact or omits to state a  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in the  light  of  the  circumstances  under  which  they  were  made,  not
     misleading.
<PAGE>

                                      -25-

(e)  Each time that the Registration Statement or Prospectus shall be amended or
     the Prospectus  shall be supplemented  to include audited annual  financial
     information,  the  Company  shall,  concurrently  with  such  amendment  or
     supplement, if reasonably requested by any Market Maker, furnish the Market
     Makers and their counsel with a letter of  Pricewaterhouse  Coopers LLC (or
     other  independent   public  accountants  for  the  Company  of  nationally
     recognized standing), in form satisfactory to the Market Makers,  addressed
     to the Market  Makers and dated the date of  delivery of such  letter,  (i)
     confirming that they are independent  public accountants within the meaning
     of  the  Securities   Act  and  are  in  compliance   with  the  applicable
     requirements  relating to the  qualification of accountants under Rule 2-01
     of Regulation S-X of the SEC and (ii) a letter substantially in the form of
     the letter delivered to the Initial Purchasers  pursuant to Section 6(g) of
     the Purchase Agreement with such changes as may be necessary to reflect the
     amended or supplemental financial information.

(f)  The  Company  hereby  agrees  to  indemnify  each  Market  Maker,   and  if
     applicable,  contribute to each such Market Maker,  in accordance  with the
     terms of Section 7 hereof.

(g)  The Company will comply with the  provisions  of this Section 11 at its own
     expense and will reimburse the Market Makers for their expenses  associated
     with this Section 11 (including fees of counsel); provided that the Company
     shall not be obligated to reimburse  the Market  Makers for their  expenses
     associated  with  this  Section  11  (excluding,  for these  purposes,  any
     reimbursement  obligation pursuant to Section 7 hereof), to the extent such
     expenses exceed $10,000 per annum.

(h)  The  agreements  contained  in this  Section  11 and  the  representations,
     warranties  and agreements  contained in this  Agreement  shall survive all
     offers and sales of the  Securities  and the Exchange  Securities and shall
     remain  in  full  force  and  effect,  regardless  of  any  termination  or
     cancellation of this Agreement or any investigation made by or on behalf of
     any indemnified party.

(i)  For  purposes  of this  Section  11, any  reference  to the terms  "amend",
     "amendment" or "supplement"  with respect to the Registration  Statement or
     the Prospectus shall be deemed to refer to and include the filing under the
     Exchange Act on or after the date the  Registration  Statement is converted
     to Form S-3 of any document deemed to be incorporated therein by reference.

(j)  The Company  shall have no further  obligations  under this Section 11 to a
     Market Maker upon receipt of written  notice (a "Market  Maker  Termination
     Notice")  from such Market  Makers  indicating  that such Market  Maker has
     ceased to engage in the  business of making a market in  securities  of the
     type issued by the Company under the Indenture  ("Market  Making") and each
     of the Market  Makers  shall be  obligated  to provide the  Company  with a
     Market Maker Termination Notice as soon as reasonably practicable following
     the date such Market Maker ceases Market Making.
<PAGE>

                                      -26-


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

                                            TRITON PCS, INC.


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


                         TRITON MANAGEMENT COMPANY, INC.


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


                                            TRITON PCS FINANCE COMPANY, INC.


                                            By: /s/ Michael Morrell
                                               ---------------------------------
                                                   Name: Michael Morrell
                                                   Title:President


                                            TRITON PCS HOLDINGS COMPANY L.L.C.
                                            TRITON PCS PROPERTY COMPANY L.L.C.
                                            TRITON PCS EQUIPMENT COMPANY L.L.C.
                                            TRITON PCS OPERATING COMPANY L.L.C.
                                            TRITON PCS LICENSE COMPANY L.L.C.
                                            TRITON PCS INVESTMENT COMPANY L.L.C.


                                            By:  TRITON MANAGEMENT COMPANY,
                                                 INC., as Manager of each of the
                                                 foregoing


                                            By: /s/ David D. Clark
                                               ---------------------------------
                                                   Name: David D. Clark
                                                   Title:Chief Financial Officer
<PAGE>

                                      -27-

                          CHASE SECURITIES INC.,
                          MORGAN STANLEY & CO. INCORPORATED,
                          LEHMAN BROTHERS INC.,
                          MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                          ABN AMRO INCORPORATED,
                          CREDIT LYONNAIS SECURITIES (USA) INC.,
                          PNC CAPITAL MARKETS, INC.
                          SCOTIA CAPITAL MARKETS (USA) INC.,
                          SUNTRUST EQUITABLE SECURITIES CORPORATION,
                          TD SECURITIES (USA) INC.
                          WASSERSTEIN PERELLA SECURITIES, INC.



                           By: CHASE SECURITIES INC.,
                                     as Representative





                           By:/s/ Jessica Laxman
                              ------------------------------
                                  Name: Jessica Laxman
                                 Title: Secretary


                           By:  MORGAN STANLEY & CO. INCORPORATED,
                                     as Representative





                           By: /s/ Katina Dorton
                              ------------------------------
                                  Name: Katina Dorton
                                 Title: Principle