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                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of December 12, 2001 by and between Cingular Wireless LLC, a
Delaware limited liability company ("ISSUER") and Lehman Brothers Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several
initial purchasers listed in Schedule I to the Purchase Agreement (as defined
below) (the "INITIAL PURCHASERS").

         This Agreement is made pursuant to the Purchase Agreement dated
December 6, 2001, between the Issuer and the Initial Purchasers (the "PURCHASE
AGREEMENT"), which provides for the sale by the Issuer to the Initial Purchasers
of $500,000,000 aggregate principal amount of the Issuer's 5.625% Senior Notes
due 2006, $750,000,000 aggregate principal amount of the Issuer's 6.50% Senior
Notes due 2011 and $750,000,000 aggregate principal amount of the Issuer's
7.125% Senior Notes due 2031 (collectively, the "SECURITIES"). The Securities
are to be issued by the Issuer pursuant to the provisions of an indenture dated
as of December 12, 2001 (as amended, supplemented or otherwise modified from
time to time, the "INDENTURE") between the Issuer and Bank One Trust Company,
N.A., as trustee (the "TRUSTEE").

         In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuer has agreed to provide to the Initial Purchasers and their
direct and indirect transferees the registration rights with respect to the
Securities set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement.

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

         1.       Definitions.

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

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.


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         "BUSINESS DAY" shall have the meaning set forth in the Indenture.

         "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

         "CONSUMMATE" shall have the meaning set forth in Section 2(a) hereof.

         "EXCHANGE DATE" shall have the meaning set forth in Section 2(a)(ii)
hereof.

         "EXCHANGE OFFER" shall mean an exchange offer by the Issuer of Exchange
Securities for all Securities of an applicable series that are Registrable
Securities pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on an appropriate form under the 1933 Act and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "EXCHANGE SECURITIES" shall mean securities issued by the Issuer under
the Indenture and containing terms identical to the Securities of an applicable
series (except that (i) interest thereon shall accrue from the last date on
which interest was paid on the Securities (or, if the Exchange Securities are
authenticated between a record date and an interest payment date, from such
interest payment date (it being understood that interest to be paid on such
interest payment date will be paid on the Securities in accordance with the
terms thereof)) or, if no such interest has been paid, from December 12, 2001
and (ii) the Exchange Securities will not provide for additional interest
accruing thereon following a failure to register such Exchange Securities under
the 1933 Act and will not contain terms with respect to transfer restrictions)
and to be offered to Holders of Securities in exchange for Securities pursuant
to the Exchange Offer.

         "HOLDERS" shall mean the Initial Purchasers, but only for so long as
they own any Registrable Securities, and their successors, assigns and direct
and indirect transferees who are owners of Registrable Securities under the
Indenture, provided that for purposes of Section 5 of this Agreement, the term
"HOLDERS" shall also include Participating Broker-Dealers.


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<PAGE>

         "INDEMNIFIED PERSON" shall have the meaning set forth in Section 5(c)
hereof.

         "INDEMNIFYING PERSON" shall have the meaning set forth in Section 5(c)
hereof.

         "INDENTURE" shall have the meaning set forth in the preamble.

         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

         "MAJORITY HOLDERS" shall mean, with respect to a series of Securities,
the Holders of a majority of the aggregate principal amount of outstanding
Registrable Securities of such series; provided that, for purposes of this
Agreement, whenever the consent or approval of Holders of a specified percentage
of Registrable Securities of a series is required hereunder, Registrable
Securities held by the Issuer or any affiliates (as such term is defined in Rule
405 under the 1933 Act) of the Issuer shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount.

         "OFFER TERMINATION DATE" shall have the meaning set forth in Section
2(a)(iv) hereof.

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 4(a) hereof.

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

         "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated December
6, 2001, between the Company and Lehman Brothers Inc., Goldman, Sachs & Co. and
J.P. Morgan Securities Inc., as representatives of the several Initial
Purchasers named in Schedule I thereto.

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


                                       3
<PAGE>

         "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) such Security
shall have been exchanged in an Exchange Offer for an Exchange Security; (ii) a
Shelf Registration Statement with respect to such Security shall have been
declared effective under the 1933 Act and such Security shall have been disposed
of pursuant to such Registration Statement, (iii) such Security has been sold or
is saleable pursuant to Rule 144(k) (or any similar provision then in force, but
not Rule 144A) under the 1933 Act or has been distributed to the public pursuant
to Rule 144 or (iv) such Security shall have ceased to be outstanding.

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section 2(e)
hereof.

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Issuer with this Agreement, including
without limitation: (i) all SEC, stock exchange and National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or "blue
sky" laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of the
Exchange Securities or Registrable Securities), (iii) all expenses incident to
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees
and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Issuer and, in the case of a Shelf Registration
Statement, the reasonable fees and disbursements of one counsel for the Holders
(which counsel shall be counsel to the Initial Purchasers unless another
nationally recognized law firm is selected by the Issuer and is reasonably
acceptable to the Majority Holders ("COUNSEL FOR THE HOLDERS")), and (viii) the
fees and disbursements of the independent public accountants of the Issuer,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, but excluding underwriting
discounts, if any, and commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Issuer that covers any of the Exchange Securities or the Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each


                                       4
<PAGE>


case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Issuer pursuant to the provisions of Section 2(b) of this
Agreement which covers Registrable Securities (but no other securities unless
approved by the Holders whose Registrable Securities are covered by such
Registration Statement) on an appropriate form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

         "TIA" shall have the meaning set forth in Section 3(l) hereof.

         "TRUSTEE" shall have the meaning set forth in the preamble.

         "UNDERWRITERS" shall have the meaning set forth in Section 3 hereof.

         "UNDERWRITTEN OFFERING" shall mean a registration in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

         2.       Registration under the 1933 Act.

                  (a)      To the extent not prohibited by any applicable law or
        applicable interpretation of the staff of the SEC, the Issuer shall (x)
        file or cause to be filed, on or prior to the date that is 210 days
        after the Closing Date, an Exchange Offer Registration Statement
        covering the offer by the Issuer to the Holders to exchange all of the
        Registrable Securities (held by persons who are not prohibited by law or
        SEC policy from participating) for Exchange Securities, and (y) use its
        reasonable best efforts to have such Registration Statement declared
        effective by the SEC on or prior to the date that is 285 days after the
        Closing Date and remain effective until the closing of the Exchange
        Offer and to consummate the Exchange Offer with respect to each series
        of Securities on or prior to the date that is 315 days after the Closing
        Date. For purposes hereof, "CONSUMMATE" shall mean, with respect to a
        series of Securities, that the Exchange Offer


                                       5
<PAGE>


         Registration Statement shall have been declared effective, the period
         of the Exchange Offer provided in accordance with clause 2(a)(ii) below
         shall have expired and all Registrable Securities of such series
         validly tendered and not withdrawn in connection with such Exchange
         Offer shall have been exchanged for Exchange Securities. The Issuer
         shall commence the Exchange Offer with respect to each series of
         Securities by mailing the related exchange offer Prospectus and
         accompanying documents to each Holder stating, in addition to such
         other disclosures as are required by applicable law:

                           (i)      that the Exchange Offer is being made
                  pursuant to this Agreement and that all Registrable Securities
                  of such series validly tendered and not withdrawn will be
                  accepted for exchange;

                           (ii)     the dates of acceptance for exchange (which
                  shall be a period of at least 20 Business Days from the date
                  such notice is mailed) (each such date being an "EXCHANGE
                  DATE");

                           (iii)    that any Registrable Security of such series
                  not tendered will remain outstanding and continue to accrue
                  interest, but will not retain any rights under this Agreement,
                  unless the Holder of such Registrable Security delivers a
                  notice pursuant to Section 2(b)(iii);

                           (iv)     that Holders electing to have a Registrable
                  Security exchanged pursuant to the Exchange Offer will be
                  required to surrender, or make book-entry delivery of, such
                  Registrable Security and deliver (including via an agent's
                  message) the enclosed letters of transmittal to the
                  institution and at the address specified in the notice prior
                  to the close of business on the last Exchange Date (the "OFFER
                  TERMINATION DATE"); and

                           (v)      that Holders will be entitled to withdraw
                  their election, not later than the close of business on the
                  Offer Termination Date, by sending to the institution and at
                  the address specified in the notice a telegram, telex,
                  facsimile transmission or letter setting forth the name of
                  such Holder, the principal amount of Registrable Securities
                  delivered for exchange and a statement that such Holder is
                  withdrawing the prior election to have such Registrable
                  Securities exchanged.

As soon as practicable after the Offer Termination Date, the Issuer shall:


                                       6
<PAGE>


                                    (A)      accept for exchange Registrable
                           Securities or portions thereof tendered and not
                           validly withdrawn pursuant to the Exchange Offer; and

                                    (B)      deliver, or cause to be delivered,
                           to the Trustee for cancellation all Registrable
                           Securities or portions thereof so accepted for
                           exchange by the Issuer and issue, and cause the
                           Trustee to promptly authenticate and deliver to each
                           Holder, an Exchange Security equal in aggregate
                           principal amount to the aggregate principal amount of
                           the Registrable Securities surrendered by such
                           Holder.

         The Issuer shall use its reasonable best efforts to complete the
Exchange Offer with respect to each series as provided above and shall comply
with the applicable requirements of the 1933 Act, the 1934 Act and other
applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offers shall not be subject to any conditions, other than that the
Exchange Offers shall not violate applicable law or any applicable
interpretation of the staff of the SEC.

         As a condition to its participation in an Exchange Offer, each Holder
of Registrable Securities (including, without limitation, any Holder who is a
Participating Broker Dealer) shall furnish, upon the request of the Issuer,
prior to the consummation of the Exchange Offer, a written representation to the
Issuer (which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (w) that such Holder
is not an affiliate of the Issuer (as defined in Rule 405 under the Securities
Act) or a broker dealer tendering Securities acquired directly from the Issuer
for its own account, (x) such Holder will have no arrangement or understanding
with any person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Act, (y) if the Holder is not a
broker dealer or is a broker dealer but will not receive Exchange Securities for
its own account in exchange for Securities, neither the Holder nor any such
other Person is engaged in or intends to participate in a distribution of the
Exchange Securities, and (z) any Exchange Securities received by such Holder
will be acquired in the ordinary course of its business. If the Holder is a
Participating Broker Dealer that will receive Exchange Securities for its own
account in exchange for Securities, it will represent that the Securities to be
exchanged for the Exchange Securities were acquired by it as a result of
market-making activities or other trading activities, and will acknowledge that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities. It is understood that,
by acknowledging that it will deliver, and by delivering, a prospectus meeting
the requirements of the Securities Act in connection with any


                                       7
<PAGE>

resale of such Exchange Securities, the Holder is not admitting that it is an
"underwriter" within the meaning of the Act.

                  (b)      In the event that (i) the Issuer determines that the
         Exchange Offer Registration provided for in Section 2(a) above is not
         available or may not be consummated as soon as practicable after the
         Offer Termination Date because it would violate applicable law or the
         applicable interpretations of the staff of the SEC, (ii) the Exchange
         Offer is not for any other reason consummated within 315 days after the
         Closing Date (other than failure of a Holder to tender under
         circumstances other than those described in the following clause (iii))
         or (iii) any Holder of Registrable Securities shall notify the Issuer
         prior to the consummation of the Exchange Offer that (A) such Holder
         was prohibited by law or SEC policy from participating in the
         applicable Exchange Offer and provides an opinion of counsel to the
         Issuer to that effect or (B) such Holder is a broker-dealer and holds
         Securities acquired directly from the Issuer or any of its affiliates,
         the Issuer shall cause to be filed as soon as reasonably practicable
         after such determination, date or notice is given to the Issuer, as the
         case may be, a Shelf Registration Statement providing for the sale by
         the Holders of all of the Registrable Securities (except as provided in
         the next succeeding sentence) and use its reasonable best efforts to
         have such Shelf Registration Statement declared effective by the SEC.
         In the event the Issuer is required to file a Shelf Registration
         Statement solely as a result of the matters referred to in clause (iii)
         of the preceding sentence, the Issuer shall file and use its reasonable
         best efforts to have declared effective by the SEC both an Exchange
         Offer Registration Statement pursuant to Section 2(a) with respect to
         all Registrable Securities not held by Holders who delivered the notice
         and a Shelf Registration Statement (which may be a combined
         Registration Statement with the Exchange Offer Registration Statement
         or may be a separate Registration Statement) with respect to offers and
         sales of Registrable Securities held by the Holders who delivered the
         notice. The Issuer agrees, so long as Registrable Securities are
         outstanding, to use its reasonable best efforts to keep the Shelf
         Registration Statement continuously effective until the earlier of (x)
         two years after the Closing Date or (y) such time as all of the
         Registrable Securities covered by the Shelf Registration Statement have
         been sold pursuant to the Shelf Registration Statement. The Issuer
         further agrees to supplement or amend the Shelf Registration Statement
         if required by the rules, regulations or instructions applicable to the
         registration form used by the Issuer for such Shelf Registration
         Statement or by the 1933 Act or by any other rules and regulations
         thereunder for shelf registration or if reasonably requested by a
         Holder with respect to information relating solely to such Holder, and
         to use its reasonable best


                                       8
<PAGE>

         efforts to cause any such amendment to become effective and such Shelf
         Registration Statement to become usable as soon as practicable
         thereafter. The Issuer agrees to furnish to the Holders of Registrable
         Securities copies of any such supplement or amendment promptly after it
         being used or filed with the SEC.

                  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 Issuer in
         writing, within 20 days after receipt of a request therefor, the
         information specified in Item 507 or 508 of Regulation S-K, as
         applicable, of the Act 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 2(e) hereof unless and until
         such Holder shall have provided all such information which is required
         by rules of the SEC to be included in the Shelf Registration Statement
         prior to the time it is declared effective. Each selling Holder agrees
         to promptly furnish additional information required to be disclosed in
         order to make the information previously furnished to the Issuer by
         such Holder not materially misleading.

                  (c)      The Issuer shall pay all Registration Expenses in
         connection with the registration pursuant to Section 2(a) or Section
         2(b). Each Holder shall pay all underwriting discounts, if any, and
         commissions and transfer taxes, if any, relating to the sale or
         disposition of such Holder's Registrable Securities pursuant to a Shelf
         Registration Statement.

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

                  (e)      Without duplication of the provisions set forth in
         the Indenture, in the event that


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                  (i)      the Exchange Offer Registration Statement relating to
                           the Exchange Offer with respect to any series of
                           Securities is not filed with the SEC on or prior to
                           the date that is 210 days after the Closing Date, or,
                           if a Shelf Registration Statement is required to be
                           filed in response to a change in applicable law or
                           the applicable interpretations of the staff of the
                           SEC, the Shelf Registration Statement is not filed
                           within 210 days after the later to occur of
                           publication of the change in law or interpretation
                           and the Closing Date,

                  (ii)     the Exchange Offer Registration Statement with
                           respect to any series of Securities is not declared
                           effective on or prior to the date that is 285 days
                           after the Closing Date, or, if a Shelf Registration
                           Statement is required to be filed in response to a
                           change in applicable law or the applicable
                           interpretations of the staff of the SEC, the Shelf
                           Registration Statement is not declared effective
                           within 285 days after the later to occur of
                           publication of the change in law or interpretation
                           and the Closing Date, or

                  (iii)    the Exchange Offer with respect to any series of
                           Securities is not consummated on or prior to the date
                           that is 315 days after the Closing Date unless
                           applicable law or the applicable interpretations of
                           the staff of the SEC do not permit the Issuer to
                           effect the Exchange Offer

         (each such event referred to in clauses (i) through (iii), a
         "REGISTRATION DEFAULT"), then the Issuer will pay additional interest
         (in addition to, and at the same time, in the same manner and
         calculated on the same basis as, the interest otherwise due on the
         Securities) on the principal amount of each Registrable Security of the
         applicable series at an annual rate equal to 0.25% commencing on the
         date of such Registration Default. Such additional interest will cease
         accruing on such Securities (x) upon filing of the Exchange Offer
         Registration Statement (and/or, if applicable, the Shelf Registration
         Statement), in the case of clause (i) above, (y) upon the effectiveness
         of the Exchange Offer Registration Statement (and/or, if applicable,
         the Shelf Registration Statement), in the case of clause (ii) above or
         (z) upon consummation of the Exchange Offer, in the case of clause
         (iii) above. Notwithstanding the existence of more than one
         Registration Default with respect to any series of Securities, the
         interest rate applicable to the Securities of such series shall not be
         increased by more than the annual rate of 0.25%.


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<PAGE>

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

         3.       Registration Procedures.

         In connection with the obligations of the Issuer with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof and
subject to the terms and conditions thereof, the Issuer shall as soon as
reasonably practicable:

                  (a)      prepare and file with the SEC a Registration
         Statement on the appropriate form under the 1933 Act, which
         Registration Statement shall (x) be on a form selected by the Issuer,
         (y) in the case of a Shelf Registration, be on a form available for the
         sale of the Registrable Securities by the selling Holders thereof and
         (z) comply as to form in all material respects with the requirements of
         the applicable form and include all financial statements required by
         the SEC to be filed therewith, and use its reasonable best efforts to
         cause such Registration Statement to become effective and remain
         effective in accordance with Section 2 hereof;

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period set forth herein and cause each Prospectus to be
         supplemented by any required prospectus supplement and, as so
         supplemented, to be filed pursuant to Rule 424 under the 1933 Act; and
         to keep each Prospectus current during the period described under
         Section 4(3) and Rule 174 under the 1933 Act that is applicable to
         transactions by brokers or dealers with respect to the Registrable
         Securities or Exchange Securities;

                  (c)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Holders and
         counsel for the Initial Purchasers and to each Underwriter of an
         Underwritten Offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus and any amendment or supplement thereto and such other
         documents as such Holder or


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<PAGE>

         Underwriter may reasonably request, in order to facilitate the public
         sale or other disposition of the Registrable Securities; and the Issuer
         consents, subject to the provisions of this Agreement, to the use of
         such Prospectus and any amendment or supplement thereto in accordance
         with applicable law by each of the selling Holders of Registrable
         Securities and any such Underwriters in connection with the offering
         and sale of the Registrable Securities covered by and in the manner
         described in such Prospectus or any amendment or supplement thereto in
         accordance with applicable law;

                  (d)      use its reasonable best efforts (i) to register or
         qualify the Registrable Securities under all applicable state
         securities or "blue sky" laws of such jurisdictions as any Holder of
         Registrable Securities covered by a Registration Statement shall
         reasonably request in writing by the time the applicable Registration
         Statement is declared effective by the SEC and (ii) to cooperate with
         such Holders in connection with any filings required to be made with
         the National Association of Securities Dealers, Inc. and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such Holder to consummate the disposition in each such
         jurisdiction of such Registrable Securities owned by such Holder;
         provided, however, that the Issuer shall not be required to (A)
         register or qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction where it would not otherwise be required
         to register or qualify but for this Section, (B) file any general
         consent to service of process or (C) subject itself to taxation in any
         such jurisdiction;

                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Securities, counsel for the Holders and counsel
         for the Initial Purchasers promptly and, if requested by such Persons,
         confirm such advice in writing, (i) when a Registration Statement has
         become effective and when any post-effective amendment thereto has been
         filed and becomes effective, (ii) of any request by the SEC or any
         state securities authority for amendments and supplements to a
         Registration Statement and Prospectus or for additional information
         after the Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) if, between the
         effective date of a Registration Statement and the closing of any sale
         of Registrable Securities covered thereby, the Issuer receives any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         of any proceeding for such purpose, and (v) of the happening of any
         event during the period a Shelf Registration Statement is effective
         which makes any statement made in such Registration Statement or the
         related


                                       12
<PAGE>

         Prospectus untrue in any material respect or which requires the making
         of any changes in such Registration Statement or Prospectus in order to
         make the statements therein not misleading;

                  (f)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends (unless
         required by applicable securities laws) and enable such Registrable
         Securities to be in such denominations (consistent with the provisions
         of the Indenture) and registered in such names as the selling Holders
         may reasonably request at least one business day prior to the closing
         of any sale of Registrable Securities;

                  (h)      upon the occurrence of any event contemplated by
         Section 3(e)(v) hereof, use its reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Securities, such
         Prospectus will not contain any 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. The Issuer
         agrees to notify the Holders and any Participating Broker Dealers to
         suspend use of the Prospectus as promptly as reasonably practicable
         after the occurrence of such an event, and the Holders and
         Participating Broker Dealers hereby agree to suspend use of the
         Prospectus until the Issuer has amended or supplemented the Prospectus
         to correct such misstatement or omission;

                  (i)      not less than two Business Days prior to the filing
         of any Registration Statement or any Prospectus, and not less than one
         Business day prior to the filing of any amendment to a Registration
         Statement or amendment or supplement to a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or Prospectus after the initial filing of a Registration Statement,
         provide copies of such document to the Initial Purchasers and their
         counsel (and, in the case of a Shelf Registration Statement, one
         counsel on behalf of all of the Holders) and make such of the
         representatives of the Issuer as shall be reasonably


                                       13
<PAGE>

         requested by the Initial Purchasers or their counsel (and, in the case
         of a Shelf Registration Statement, one counsel on behalf of all of the
         Holders) available for discussion of such document, and shall not at
         any time file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, counsel for the Holders) shall not have
         previously been advised and furnished a copy or to which the Initial
         Purchasers or their counsel (and, in the case of a Shelf Registration
         Statement, one counsel on behalf of all of the Holders) shall
         reasonably object within one business day of their receipt of such
         copy; provided that the requirements of this paragraph shall not apply
         to the Issuer's annual report on Form 10-K, its Quarterly Report on
         Form 10-Q, its current reports on Form 8-K, or any other documents
         filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
         Act ("Exchange Act Documents"), or any supplement to any Prospectus
         based on Exchange Act Documents, except for such Exchange Act Documents
         specifically relating to the offering of the Securities;

                  (j)      obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, of each series, not later
         than the effective date of a Registration Statement;

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

                  (l)      in the case of a Shelf Registration, make available
         for inspection by a representative of the Holders of the Registrable
         Securities, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and accountants designated by and
         counsel for the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Issuer, and cause the respective officers, directors
         and employees of the Issuer to supply all information reasonably
         requested by any such representative, Underwriter,


                                       14
<PAGE>

         attorney or accountant in connection with a Shelf Registration
         Statement, in each case that would customarily be reviewed or examined
         in connection with a "due diligence" review of the Issuer; provided
         that such persons shall first agree in writing with the Issuer, on a
         form typically used by the Issuer for these purposes, to the effect
         that any information that is reasonably and in good faith designated by
         the Issuer in writing as confidential at the time of delivery of such
         information shall be kept confidential by such persons, unless (i)
         disclosure of such information is required by court or administrative
         order or is necessary to respond to inquiries of regulatory
         authorities, (ii) disclosure of such information is required by law
         (including any disclosure requirements pursuant to federal securities
         laws in connection with the filing of such Registration Statement or
         the use of any Prospectus), (iii) such information becomes generally
         available to the public other than as a result of a disclosure or
         failure to safeguard such information by such person or (iv) such
         information becomes available to such person from a source other than
         the Issuer and its subsidiaries and such source is not known, after due
         inquiry, by such person to be bound by a confidentiality agreement;
         provided further, that the foregoing investigation shall be coordinated
         on behalf of such persons by one representative designated by and on
         behalf of such persons and any such confidential information shall be
         available from such representative to such persons so long as any
         person agrees to be bound by such confidentiality agreement;

                  (m)      if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         reasonably practicable following the receipt by the Issuer of
         notification of the matters to be incorporated in such filing; and

                  (n)      use reasonable best efforts to cause all Registrable
         Securities covered by a Shelf Registration Statement, if not
         theretofore rated in connection with the initial issuance thereof, to
         be rated with the appropriate rating agencies, if so requested by the
         Majority Holders.

         In the case of a Shelf Registration Statement, each Holder and
Participating Broker Dealer agrees that, upon receipt of any notice from the
Issuer (a) of the happening of any event of the kind described in Section
3(e)(iii), (iv) or (v) hereof or (b) that they have determined that the
continued effectiveness and use of the Shelf Registration Statement would
require the disclosure of


                                       15
<PAGE>

confidential information or interfere with any equity or debt financing,
acquisition, reorganization or other material transaction involving the Issuer,
such Holder or Participating Broker Dealer will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's or Participating Broker Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or of a
notice permitting the resumption of disposition of Registrable Securities, and,
if so directed by the Issuer, such Holder and Participating Broker Dealer will
deliver to the Issuer (at the Issuer's expense) or destroy all copies in its
possession, other than permanent file copies then in its possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice.

         If the Issuer shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Issuer shall
extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders shall have received copies of the supplemented or amended
Prospectus necessary to resume such dispositions or advice from the Issuer that
delivery may be resumed. The Issuer may give any such notice only three times
during any 365 day period and any such suspensions may not exceed 30 days for
each suspension and there may not be more than three suspensions in effect
during any 365 day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may (unless they are permitted to sell pursuant to
Rule 144 (k) within 90 days thereof) sell such Registrable Securities in an
Underwritten Offering, provided that such Underwritten Offering has been
demanded by the Holders of a majority in principal amount of Registrable
Securities. In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities proposed to be included in such
offering with the prior written consent of the Issuer, provided that the Issuer
shall have the right, in its sole discretion, to veto the selection of any
underwriter other than one of Lehman Brothers Inc., Goldman, Sachs & Co., and
J.P. Morgan Securities Inc. In the case of any Underwritten Offering, the Issuer
shall provide written notice to the Holders of all Registrable Securities
covered by the applicable Shelf Registration Statement of such Underwritten
Offering at least 20 days prior to the filing of a prospectus supplement for
such Underwritten Offering. Such notice shall (x) offer each such Holder the
right to participate in such Underwritten Offering, (y) specify a date, which
shall be no earlier than 10 days following the date of such notice, by which
such Holder must inform the Issuer of its intent to


                                       16
<PAGE>

participate in such Underwritten Offering and (z) include the instructions such
Holder must follow in order to participate in such Underwritten Offering. No
Holder may participate in any Underwritten Offering under the Agreement 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 under
this Agreement to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorneys, confidentiality agreements (if
appropriate), indemnities, underwriting agreements, lock-up letters and other
documents reasonably required under the terms of such underwriting arrangements.

         In the case of an Underwritten Offering, the Issuer shall enter into
such customary agreements to indemnify any underwriters and their control
persons and take all such other customary actions in connection therewith
(including those requested by counsel for the Holders) in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, (i) make such customary representations and warranties to the
Holders and any Underwriters of such Registrable Securities with respect to the
business of the Issuer and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case in substance similar to those set forth in
Section 4 of the Purchase Agreement, (ii) obtain opinions of counsel to the
Issuer covering matters similar to those set forth in Sections 6(e) and 6(f) of
the Purchase Agreement addressed to each selling Holder and Underwriter of
Registrable Securities, (iii) obtain "cold comfort" letters from the independent
certified public accountants of the Issuer (and, if necessary, any other
certified public accountant of any subsidiary of the Issuer or any business
acquired by the Issuer for which financial statements and financial data are or
are required to be included in the Registration Statement) addressed to each
selling Holder and Underwriter of Registrable Securities, 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 (iv) deliver
such documents and certificates as may be reasonably requested by counsel for
the Holders of a majority in principal amount of the Registrable Securities
being sold or the Underwriters to evidence the continued validity of the
representations and warranties of the Issuer made pursuant to clause (i) above
and to evidence compliance with any customary conditions in an underwriting
agreement.

         4.       Participation of Broker-Dealers in Exchange Offer.

                  (a)      The Issuer understands that the Staff of the SEC has
         taken the position that any broker-dealer that receives Exchange
         Securities for its own account in the Exchange Offer in exchange for
         Securities that were


                                       17
<PAGE>

         acquired by such broker-dealer as a result of market-making or other
         trading activities (a "PARTICIPATING BROKER-DEALER"), may be deemed to
         be an "underwriter" within the meaning of the 1933 Act in connection
         with any resale of such Exchange Securities.

                  The Issuer understands that it is the Staff's position that if
         the Prospectus contained in the Exchange Offer Registration Statement
         includes a plan of distribution containing a statement to the above
         effect and the means by which Participating Broker-Dealers may resell
         the Exchange Securities, without naming the Participating
         Broker-Dealers or specifying the amount of Exchange Securities owned by
         them, such Prospectus may be delivered by Participating Broker-Dealers
         to satisfy its prospectus delivery obligation under the 1933 Act in
         connection with resales of Exchange Securities for their own accounts,
         so long as the Prospectus otherwise meets the requirements of the 1933
         Act.

                  (b)      In light of the above, notwithstanding the other
         provisions of this Agreement, the Issuer agrees that the provisions of
         this Agreement as they relate to a Shelf Registration shall also apply
         to an Exchange Offer Registration, and with such reasonable
         modifications thereto as may be reasonably requested by the Initial
         Purchasers or one or more Participating Broker-Dealers pursuant to
         clause 4(b)(ii) below in order to expedite or facilitate the
         disposition of any Exchange Securities by Participating Broker-Dealers
         consistent with the positions of the Staff recited in Section 4(a)
         above; provided that:

                           (i)      the Issuer shall not be required to amend or
                  supplement the Prospectus contained in the Exchange Offer
                  Registration Statement, as would otherwise be contemplated by
                  Section 3(i), for a period exceeding 180 days after the Offer
                  Termination Date (as such period may be extended pursuant to
                  the penultimate paragraph of Section 3) and Participating
                  Broker-Dealers shall not be authorized by the Issuer to
                  deliver, and shall not deliver, such Prospectus after such
                  period in connection with the resales contemplated by this
                  Section; and

                           (ii)     the application of the Shelf Registration
                  procedures set forth in Section 3 of this Agreement to an
                  Exchange Offer Registration, to the extent not required by the
                  positions of the staff of the SEC or the 1933 Act and the
                  rules and regulations thereunder, will be in conformity with
                  the reasonable request to the Issuer by the Initial Purchasers
                  or with the reasonable request in writing to the Issuer by the
                  broker-dealers who certify to the Initial


                                       18
<PAGE>

                  Purchasers and the Issuer in writing that they anticipate that
                  they will be Participating Broker-Dealers; and provided
                  further that, in connection with such application of the Shelf
                  Registration procedures set forth in Section 3 to an Exchange
                  Offer Registration, the Issuer shall be obligated (x) to deal
                  only with a single representative of the Participating
                  Broker-Dealers, which shall be J.P. Morgan Securities Inc.,
                  unless it elects not to act as such representative, in which
                  case, the representative shall be selected by a majority of
                  the Participating Broker-Dealers, (y) to pay the reasonable
                  fees and expenses of only one counsel representing the
                  Participating Broker-Dealers, which shall be counsel to the
                  Initial Purchasers unless another nationally recognized law
                  firm is selected by the Issuer and is reasonably acceptable to
                  the Majority Holders, and (z) to cause to be delivered only
                  one, if any, "cold comfort" letter with respect to the
                  Prospectus in the form existing on the Offer Termination Date
                  and with respect to each amendment or supplement thereof, if
                  any, effected during the period specified in Section 4(b)(i)
                  above.

         5.       Indemnification and Contribution.

                  (a)      The Issuer agrees to indemnify and hold harmless each
         Holder and each Person, if any, who controls any Holder within the
         meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
         Act 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 pursuant to which Exchange Securities or
         Registrable Securities were registered under the 1933 Act, including
         all documents incorporated therein by reference), or caused by any
         omissions or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, or caused by any untrue statement or alleged untrue
         statement of a material fact contained in any Prospectus (as amended or
         supplemented if the Issuer shall have furnished any amendments or
         supplements thereto, including all documents incorporated therein by
         reference), or caused by any omission or alleged omission to state
         therein a material fact necessary to make the statements therein in the
         light of the circumstances under which they were made 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 which has been made therein or omitted therefrom in
         reliance


                                       19
<PAGE>

         upon and in conformity with the information relating to such or Holder
         furnished in writing to the Issuer by or on behalf of such or Holder
         expressly for use in connection therewith provided that, with respect
         to any untrue statement or alleged untrue statement or omission or
         alleged omission made in any preliminary prospectus relating to a Shelf
         Registration Statement, the foregoing indemnity agreement shall not
         inure to the benefit of any Holder (and any Person controlling such
         Holder), who failed to deliver a final prospectus to the person
         asserting any losses, claims, damages or liabilities to the extent that
         any loss, claim, damage or liability resulted from the fact that there
         was not given or sent to such person, at or prior to the time of
         written confirmation of sale of such Securities to such person, a copy
         of the final prospectus (so long as such prospectus was previously
         provided by the Issuer to the Holders) that corrects the misstatement
         or omission.

                  (b)      Each Holder agrees, severally and not jointly, to
         indemnify and hold harmless the Issuer, its respective directors and
         officers, and any Person who controls the Issuer within the meaning of
         Section 15 of the Act or Section 20 of the Exchange Act, to the same
         extent as the foregoing indemnity from the Issuer to the Holders, but
         only with respect to information relating to such Holder furnished in
         writing by or on behalf of such Holder expressly for use in any
         Registration Statement (or any amendment thereto) or any Prospectus (or
         any amendment or supplement thereto).

                  (c)      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; provided that any failure to so notify the Indemnifying
         Person shall not relieve it from any liability which it may have under
         this Section except to the extent that it has been materially
         prejudiced (through the forfeiture of substantive rights or defenses)
         by such failure; and provided further that the failure to notify the
         Indemnifying Person shall not relieve it from any liability which it
         may have to an Indemnified Person other than under this Section. In
         case such notice of any such action shall be so given, the Indemnifying
         Person or Persons shall be entitled to participate at its or their own
         expense in the defense of such action, or, if it or they so elect, to
         assume the defense of such action, and in the latter event such defense
         shall be conducted by counsel chosen by such Indemnifying Person or
         Persons and reasonably satisfactory to the Indemnified Person or
         Persons who shall be defendant


                                       20
<PAGE>

         or defendants in such action, and such defendant or defendants shall
         bear the fees and expenses of any additional counsel retained by them,
         but if the Indemnifying Person or Persons shall not elect to assume the
         defense of such action, such Indemnifying Person or Persons will
         reimburse such Indemnified Person or Persons for the reasonable fees
         and expenses of any counsel retained by them. In the event that the
         parties to any such action (included impleaded parties) include both
         the Indemnifying Person and the Indemnified Person and either (i) the
         Indemnifying Person and the Indemnified Person shall have mutually
         agreed to the contrary or (ii) any representation of both parties by
         the same counsel would be inappropriate under applicable standards of
         professional conduct due to actual or potential differing interests
         between them, then the Indemnified Person shall have the right to
         retain its own counsel, which counsel shall be reasonably satisfactory
         to the Indemnifying Person, at the expense of the Indemnifying Party,
         subject to the following sentence. 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
         reasonable fees and expenses of more than one separate firm (in
         addition to any local counsel) for all Indemnified Persons, which
         counsel shall be reasonably satisfactory to the Indemnifying Persons,
         and that all such fees and expenses shall be reimbursed within a
         reasonable time following their incurrence. Any such separate firm for
         the Initial Purchasers and all Persons, if any, who control any of the
         Initial Purchasers within the meaning of either Section 15 of the 1933
         Act or Section 20 of the 1934 Act shall be designated in writing by
         Lehman Brothers Inc., Goldman, Sachs & Co. and J.P. Morgan Securities
         Inc., acting together, and any such separate firm for the Holders and
         all Persons, if any, who control Holders within the meaning of either
         such Section shall be designated in writing by the Majority Holders,
         and any such separate firm for the Issuer, its directors, its officers
         and each Person, if any, who controls the Issuer within the meaning of
         either such Section shall be designated in writing by the Issuer. The
         Indemnifying Person shall not be liable for any settlement of any
         proceeding effected without its prior written consent, but if settled
         with such consent or if there be a final 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. 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; provided, that so long as the
         Indemnifying Person has used commercially reasonable best efforts to
         include in any settlement an unconditional release of such Indemnified
         Person from all liability on


                                       21
<PAGE>

         claims that are the subject matter of such proceeding, such
         Indemnifying Person shall consent in writing to any reasonable
         settlement of such proceeding.

                  (d)      If the indemnification provided for in this Section
         is unavailable to an Indemnified Person under paragraphs (a) or (b)
         hereof or insufficient 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 (i) the
         relative benefits received by the Issuer, on the one hand, and the
         Holders, on the other hand, from its sale of Registrable Securities or
         (ii) if the allocation provided by clause 5(d)(i) is not permitted by
         applicable law, in such proportion as is appropriate to reflect not
         only the relative benefits referred to in clause 5(d)(i) above but also
         the relative fault of the Issuer on the one hand and the Holders on the
         other hand 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 benefits of the Issuer
         on the one hand and the Holders on the other hand with respect to such
         offering and sale shall be deemed to be in the same respective
         proportions as the total net proceeds from the offering or sale thereof
         (before deducting expenses) received by such Person. The relative fault
         of the Issuer on the one hand and the Holders on the other hand 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 Issuer on the one hand or by the Holders on the other
         hand and the parties' relative intent, knowledge, access to information
         and opportunity to correct or prevent such statement or omission.

                  (e)      The Issuer and each Holder agree that it would not be
         just or equitable if contribution pursuant to this Section were
         determined by pro rata allocation (even if the Holders 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
         Section 5(d) above. The amount paid or payable by an Indemnified Person
         as a result of the losses, claims, damages and liabilities referred to
         in Section 5(d) above shall be deemed to include, subject to the
         limitations set forth above, any 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, no Holder shall be required to indemnify or


                                       22
<PAGE>

         contribute any amount in excess of the amount by which the total price
         at which Registrable Securities were sold by such Holder exceeds the
         amount of any damages that such Holder has otherwise been 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 1933 Act) shall be entitled
         to contribution from any Person who was not guilty of such fraudulent
         misrepresentation. The Holders' obligations to contribute pursuant to
         this Section are several in proportion to the aggregate principal
         amount of Registrable Securities sold by them pursuant to such
         Registration Statement. The remedies provided for in this Section 5 are
         not exclusive and shall not limit any rights or remedies which may
         otherwise be available to any indemnified party at law or in equity.

                  (f)      The indemnity and contribution agreements contained
         in this Section and the representations and warranties of the Issuer
         set forth in this Agreement shall remain operative and in full force
         and effect, regardless of (i) any investigation made by or on behalf of
         any Holder or any Person controlling any Holder, the Issuer's directors
         or officers or any Person controlling the Issuer, (ii) acceptance of
         any Exchange Securities, (iii) any termination of this Agreement and
         (iv) any sale of Registrable Securities pursuant to a Shelf
         Registration Statement.

         6.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Issuer has not
         entered into, and on or after the date of this Agreement will not enter
         into, any agreement which is inconsistent with the rights granted to
         the Holders of Registrable Securities 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 Issuer's other issued and
         outstanding securities under any such agreements.

                  (b)      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
         Issuer has obtained the written consent of Holders of at least a
         majority in aggregate principal amount of the outstanding Registrable
         Securities affected by such amendment, modification, supplement, waiver
         or consent; provided, however, that no amendment, modification,
         supplement, waiver or consent to any departure from the provisions of
         Section 2(e) hereof or this Section


                                       23
<PAGE>

         6(b) shall be effective as against any Holder of Registrable Securities
         unless consented to in writing by such Holder.

                  (c)      Notices. All notices and other communications
         provided for or permitted hereunder shall be made in writing by
         hand-delivery, registered first-class mail, telex, telecopier, or any
         courier guaranteeing overnight delivery (i) if to a Holder, at the most
         current address given by such Holder to the Issuer by means of a notice
         given in accordance with the provisions of this Section, which address
         initially is, with respect to the Initial Purchasers, the address set
         forth in the Purchase Agreement; and (ii) if to the Issuer, initially
         at the Issuer's address set forth in the Purchase Agreement and
         thereafter at such other address, notice of which is given in
         accordance with the provisions of this Section.

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

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

                  (d)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the successors, assigns and
         transferees of each of the parties, including, without limitation and
         without the need for an express assignment or assumption, subsequent
         Holders; provided that nothing herein shall be deemed to permit any
         assignment, transfer or other disposition of Registrable Securities in
         violation of the terms of the Purchase Agreement and the Indenture. The
         Initial Purchasers shall have no liability or obligation to the Issuer,
         and the Issuer shall have no liability or obligation to the Initial
         Purchasers, with respect to any failure by a Holder to comply with, or
         any breach by any Holder of, the obligations of such Holder under this
         Agreement, except to the extent that an Initial Purchaser is a Holder.

                  (e)      Third Party Beneficiary. Each Holder shall be a third
         party beneficiary to the agreements made hereunder between the Issuer,
         on the one hand, and the Initial Purchasers, on the other hand, and
         subject to the terms hereof shall have the right to enforce such
         agreements directly to the


                                       24
<PAGE>

         extent it deems such enforcement necessary or advisable to protect its
         rights or the rights of Holders hereunder.

                  (f)      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.

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

                  (h)      Governing Law. This Agreement shall be governed by
         laws of the State of New York.

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


                                       25
<PAGE>


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

                                      CINGULAR WIRELESS LLC

                                      By: Cingular Wireless Corporation



                                      By: /s/ Sean Foley
                                          --------------------------------------
                                          Name:  Sean Foley
                                          Title: Vice President - Treasurer


Acting severally on behalf of themselves
  and the several Initial Purchasers.

LEHMAN BROTHERS INC.



By:  /s/ Martin Goldberg
    ---------------------------------
    Name: Martin Goldberg
    Title: Senior Vice President


GOLDMAN, SACHS & CO.


/s/ Goldman, Sachs & Co.
-------------------------------------
(Goldman, Sachs & Co.)


J.P. MORGAN SECURITIES INC.



By: /s/ Melanie Shugart
    ---------------------------------
    Name: Melanie Shugart
    Title: Managing Director


                                       26
<PAGE>

                           CROSS-REFERENCE TARGET LIST

   NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE
                             TARGET PULL-DOWN LIST.

              (This list is for the use of the wordprocessor only,
              is not a part of this document and may be discarded.)

<TABLE>
<CAPTION>
ARTICLE/SECTION    TARGET NAME    ARTICLE/SECTION    TARGET NAME    ARTICLE/SECTION    TARGET NAME    ARTICLE/SECTION    TARGET NAME
===============    ===========    ===============    ===========    ===============    ===========    ===============    ===========
<S>                               <C>                <C>            <C>                <C>            <C>                <C>
2.....................reg.1933
2(a)........exch.off.statement
2(a)(ii).........Exchange.Date
2(a)(iv)..............Reg.Note
2(b).........reg.placement.agt
2(b)............exch.offer.reg
2(e)..................w/o.dupl

3...................Reg.proced
3(e)(v)......shelf.reg.changes
3(i)............shelf.reg.supp
3(l)..........trust.indent.act
3(o).....reg.Securities.listed
3(p)..........reg.note.issuers

4..........Part.Broker.Dealers
4(a)........part.brok.deal.und
4(b).......part.brok.deal.exch
4(b)(ii).........shelf.reg.app

5................Indem.contrib
5(d).............indem.damages

6(b).............Amend.waivers
</TABLE>