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                                                                     Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 13, 2003

                                      among

                                TRITON PCS, INC.,

                           THE GUARANTORS NAMED HEREIN

                                       and

                              LEHMAN BROTHERS INC.

                          CITIGROUP GLOBAL MARKETS INC.

                           J.P. MORGAN SECURITIES INC.

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                                       and

                            RABO SECURITIES USA, INC.

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is dated as of
June 13, 2003, 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 LEHMAN BROTHERS INC., DEUTSCHE BANK SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED and RABO SECURITIES USA, INC. (collectively, the "Initial
Purchasers").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of May 30, 2003, among the Company, the Guarantors and the
Initial Purchasers (the "Purchase Agreement") relating to the sale by the
Company to the Initial Purchasers of $725,000,000 aggregate principal amount of
its 8 1/2% Senior Notes due 2013 (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 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.

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          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 June 13, 2003, 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: June 13, 2003, the original issue date of the Securities.

          Issuers: See the introductory paragraph to this Agreement.

          Market Maker: See Section 11(a).

          Market Making: See Section 11(j).

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

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          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 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.

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          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 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

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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 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

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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 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 Pe-

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     riod 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 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 commenc-

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     ing 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 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 June 1 or
December 1, 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 Maker, the Issuers shall effect such registrations to
permit the sale of Registrable Securities, and in accordance with Section 11 the
sale by the Market Maker 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,

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                                      -9-

     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 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

<PAGE>

                                      -10-

     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 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

<PAGE>

                                      -11-

     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 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

<PAGE>

                                      -12-

     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 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 be-

<PAGE>

                                      -13-

     ing 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 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

<PAGE>

                                      -14-

     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.

          (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,

<PAGE>

                                      -15-

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 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 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.

<PAGE>

                                      -16-

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
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

<PAGE>

                                      -17-

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 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.

<PAGE>

                                      -18-

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 Maker 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 Maker to include Registrable Securities or
Exchange Securities in a registration undertaken pursuant to this Agreement.

<PAGE>

                                      -19-

          (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 Maker 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 Maker, to J.P. Morgan Securities Inc., 270 Park
     Avenue, New York, New York 10017 (telecopy: (212) 270-1063), Attention:
     Jessica Kearns; and

          (iii) if to the Issuers, at Triton PCS, Inc., 1100 Cassatt Road,
     Berwyn, Pennsylvania 19312, Attention: Chief Executive Officer; with a copy
     to Dow, Lohnes & Albertson PLLC, 1200 New Hampshire Ave., N.W., Suite 800,
     Washington, D.C. 20036-6082, Attention: Thomas D. Twedt.

          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.

          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.

<PAGE>

                                      -20-

          (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 Maker shall not be counted in
     determining whether such consent or approval was given by the Holders of
     such required percentage.

          (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 J.P. Morgan Securities Inc. (the "Market Maker"), for so long as (i)
any of the Securities are outstanding and (ii) the Market Maker or any of its
Affiliates (as defined in the rules and regulations of the SEC under the
Securities Act) would be, in the opinion of counsel for the Market Maker,
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 Maker, 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 the 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

<PAGE>

                                      -21-

     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 the Market Maker
     copies of all such documents proposed to be filed, which documents will be
     subject to the reasonable review of the 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 the Market Maker and its
     counsel with the number of copies of each amendment or supplement filed as
     the Market Maker 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.

          (iii) Notify the Market Maker, and (if requested by the 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 the 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 Maker may request.

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

          (vi) Furnish to the Market Maker (A) as soon as practicable after the
     end of each fiscal year, the number of copies reasonably requested by the
     Market Maker 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 Maker 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.

<PAGE>

                                      -22-

          (b) The Company represents that any Registration Statement, 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 material 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 furnished
to the Company by the Market Maker specifically for inclusion therein, which
information the parties hereto agree will be limited to the statements
concerning the market-making activities of the Market Maker to be set forth in
the "Plan of Distribution" section of the Prospectus.

          (c) At the time of the effectiveness of the Registration Statement and
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 of the Market Maker, furnish
the Market Maker and its 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) At the time of the effectiveness of the Registration Statement and
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 the Market Maker, furnish
the Market Maker and its 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 opinion may state that counsel is
     relying upon oral statements of the SEC staff), 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 prepa-

<PAGE>

                                      -23-

     ration 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 as of the date of such amendment or supplement 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.

          (e) At the time of the effectiveness of the Registration Statement and
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 Maker and its
counsel with a letter of PricewaterhouseCoopers LLP (or other independent public
accountants for the Company of nationally recognized standing), in form
satisfactory to the Market Maker, addressed to the Market Maker 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 the Market Maker, and if
applicable, contribute to each the 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 Maker for its expenses associated
with this Section 11 (including fees of counsel); provided that the Company
shall not be obligated to reimburse the Market Maker for its 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 the Market Maker upon the earliest to occur of (A) receipt of written
notice (a "Market Maker Termination Notice") from the Market Maker indicating
that the 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 the Market Maker shall be obligated to provide the Company with a
Market Maker Termination Notice as soon as reasonably practicable following the
date the Market Maker ceases Market Making, and (B) 60 calendar days following
receipt of written notice from the Company to the Market Maker that it has
called for redemption any and all of the Company's 11% Senior Subordinated
Discount Notes due 2008, its 9 3/8% Senior Subordinated Notes due 2011 and its 8
3/4% Senior Subordinated Notes due 2011 (collectively, the "Existing Notes")
that remain outstanding, provided that no Existing Notes remain outstanding
immediately following any such 60 calendar day period or (C) 60 calendar days
following receipt of written notice from the Company to the Market Maker that it
has repurchased,

<PAGE>

                                      -24-

exchanged or otherwise retired any and all Existing Notes that
were outstanding. In the event the Company sends a notice contemplated by either
clause (B) or clause (C) of the preceding sentence, the Market Maker hereby
agrees to cease market making activities prior to the expiration of such 60-day
period. It is hereby agreed that if the Company notifies the Market Maker during
the 60-day periods referred to in clause (B) or (C) that it should suspend the
use of the Prospectus in its market making activity with respect to the
Securities, then such 60-day period shall be extended by the number of days from
and including the date of giving such notice to and including the date that the
Market Maker has been advised in writing by the Company that the use of the
applicable Prospectus may be resumed or the Market Maker has received copies of
any amendments or supplements thereto.

<PAGE>

                                      -25-

          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

<PAGE>

                                      -26-

                                        TRITON MANAGEMENT COMPANY, INC.


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

<PAGE>

                                      -27-


                                        TRITON PCS FINANCE COMPANY, INC.


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

<PAGE>

                                      -28-

                                        TRITON PCS HOLDINGS COMPANY L.L.C.
                                        TRITON PCS EQUIPMENT COMPANY L.L.C.
                                        TRITON PCS OPERATING 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>

                                      -29-

                                        LEHMAN BROTHERS INC.
                                        CITIGROUP GLOBAL MARKETS INC.
                                        J.P. MORGAN SECURITIES INC.
                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                           INCORPORATED
                                        RABO SECURITIES USA, INC.


                                        By: LEHMAN BROTHERS INC.,
                                            as Authorized Representative


                                        By:      /s/ Michael A. Goldberg
                                            ------------------------------------
                                            Name:  Michael A. Goldberg
                                            Title: Managing Director