<PAGE>

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY


                                TRITEL PCS, INC

                                 $450,000,000

                  10 3/8% Senior Subordinated Notes due 2011


                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                January 24, 2001


SALOMON SMITH BARNEY INC.
LEHMAN BROTHERS INC.
Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
Banc of America Securities LLC
TD Securities (USA) Inc.
c/o Lehman Brothers
Three World Financial Center
New York, New York 10285

Ladies and Gentlemen:

          Tritel PCS, Inc., a Delaware corporation (the "Company"), proposes to
                                                         -------
issue and sell to Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and
TD Securities (together, the "Initial Purchasers"), upon the terms and subject
                              ------------------
to the conditions set forth in a purchase agreement dated January 19, 2001 (the
"Purchase Agreement"), $450,000,000 aggregate principal amount at maturity of
 ------------------
its 10 3/8% senior subordinated notes due 2011 (the "Notes") to be guaranteed
                                                     -----
on a senior subordinated basis by Tritel, Inc., the parent of the Company,
Tritel Communications, Inc., Tritel Finance Inc., two subsidiaries of the
Company, and, in the future, by certain other subsidiaries of the Company that
incur indebtedness (together, the "Guarantors"). Capitalized terms used but not
                                   ----------
defined herein shall have the meanings given to such terms in the Purchase
Agreement.

          As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company and each of the Guarantors agree with the
Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Notes, the Exchange Notes (as defined herein) and the Private
Exchange Notes (as defined herein) (collectively, the "Holders"), as follows:
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                                                                               2

          1.   Registered Exchange Offer. The Company and each of the Guarantors
shall (i) prepare and, not later than 90 days following the date of original
issuance of the Notes (the "Issue Date"), file with the Securities and Exchange
                            ----------
Commission (the "Commission") a registration statement (the "Exchange Offer
                 ----------                                  --------------
Registration Statement") on an appropriate form under the Securities Act of
----------------------
1933, as amended (the "Securities Act"), with respect to a proposed offer to the
                       --------------
Holders of the Notes (the "Registered Exchange Offer") who are not prohibited by
                           -------------------------
applicable law or interpretations thereof by the Commission's staff from
participating in the Registered Exchange Offer to issue and deliver to such
Holders, in exchange for the Notes, a like aggregate principal amount of debt
securities of the Company (the "Exchange Notes") that are identical in all
                                --------------
material respects to the Notes, except for the transfer restrictions and
registration rights relating to the Notes, (ii) use their commercially
reasonable efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act no later than 210 days after the Issue Date
and the Registered Exchange Offer to be consummated no later than 240 days after
the Issue Date and (iii) keep the Exchange Offer Registration Statement
effective for not less than 30 days (or longer, if required by applicable law)
after the date on which notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the "Exchange Offer Registration Period"). The
                                       ----------------------------------
Exchange Notes will be issued under the Indenture or an indenture (the "Exchange
                                                                        --------
Notes Indenture") among the Company, each of the Guarantors and the Trustee or
---------------
such other bank or trust company that is reasonably satisfactory to the Initial
Purchasers, as trustee (the "Exchange Notes Trustee"), such indenture to be
                             ----------------------
identical in all material respects to the Indenture, except for the transfer
restrictions and registration rights relating to the Notes (as described above).
All references in this Agreement to "Registration Statement" and "prospectus"
shall, except where the context otherwise requires, include any Registration
Statement (or amendment or supplement thereto) and prospectus (or amendment
thereto), respectively, filed with the Commission pursuant to Section 6 of this
Agreement.

          Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Notes for Exchange Notes (assuming that such Holder (a) is not an
affiliate of the Company or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Notes that have, or that are reasonably likely to have, the
status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Notes in the ordinary course of such Holder's business, (d) has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Notes and (e) is not otherwise prohibited by
applicable law or interpretations thereof by the Commission's staff from
participating in the Registered Exchange Offer) and to trade such Exchange Notes
from and after their receipt without any limitations or restrictions
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                                                                               3

under the Securities Act and without material restrictions under the securities
laws of the several states of the United States. The Company, each of the
Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that,
pursuant to current interpretations by the Commission's staff of Section 5 of
the Securities Act, (i) each Holder that is a broker-dealer electing to exchange
Notes, acquired for its own account as a result of market-making activities or
other trading activities, for Exchange Notes (an "Exchanging Dealer"), is
                                                  -----------------
required to deliver a prospectus containing substantially the information set
forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Notes received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) if an Initial Purchaser
elects to sell Exchange Notes acquired in exchange for Notes constituting any
portion of an unsold allotment, such Initial Purchaser is required to deliver a
prospectus containing the information required by Item 507 and 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

          If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Notes acquired by it that have, or that are reasonably likely
to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Company shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Notes in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the Notes
held by such Holder (the "Private Exchange"), a like aggregate principal amount
                          ----------------
of debt securities of the Company (the "Private Exchange Notes") that are
                                        ----------------------
identical in all material respects to the Exchange Notes, except for the
transfer restrictions relating to such Private Exchange Notes. The Private
Exchange Notes will be issued under the same indenture as the Exchange Notes,
and the Company shall use commercially reasonable efforts to cause the Private
Exchange Notes to bear the same CUSIP number as the Exchange Notes.

          In connection with the Registered Exchange Offer, the Company shall:

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

          (b)  keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date on which notice
     of the Registered Exchange Offer is mailed to the Holders;

          (c)  utilize the services of a depositary (which may be the Trustee or
     an affiliate of the Trustee) for the
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                                                                               4

     Registered Exchange Offer with an address in the Borough of Manhattan, The
     City of New York;

          (d)  permit Holders to withdraw tendered Notes at any time prior to
     the close of business, New York City time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e)  otherwise comply in all respects with all laws that are
     applicable to the Registered Exchange Offer.

          As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Company shall:

          (a)  accept for exchange all Notes validly tendered and not withdrawn
     pursuant to the Registered Exchange Offer and the Private Exchange;

          (b)  deliver to the Trustee for cancelation all Notes so accepted for
     exchange; and

          (c)  cause the Trustee or the Exchange Notes Trustee, as the case may
     be, promptly to authenticate and deliver to each Holder, Exchange Notes or
     Private Exchange Notes, as the case may be, equal in principal amount to
     the Notes of such Holder so accepted for exchange.

          The Company shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used 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 Notes; provided that (i) in the case where such
                                       --------
prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers have sold all Exchange Notes held by them and (ii)
the Company shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of any
Exchange Notes for a period of not less than 180 days after the consummation of
the Registered Exchange Offer.

          The Indenture or the Exchange Notes Indenture, as the case may be,
shall provide that the Notes, the Exchange Notes and the Private Exchange Notes
shall vote and consent together on all matters as one class and that none of the
Notes, the Exchange Notes or the Private Exchange Notes will have the right to
vote or consent as a separate class on any matter.

          Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange
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                                                                               5

therefor or, if no interest has been paid on the Notes, from the Issue Date.

          Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Notes received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Notes or the Exchange Notes within the meaning of the Securities Act,
(iii) such Holder is not an affiliate of the Company or, if it is such an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Notes and (v) if such Holder is a broker-
dealer, that it will receive Exchange Notes for its own account in exchange for
Notes that were acquired as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of such Exchange Notes.

          Notwithstanding any other provisions hereof, the Company and each of
the Guarantors will ensure that (i) any Exchange Offer Registration Statement
and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the Securities Act and
the rules and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

          2.   Shelf Registration. If (i) because of any change in applicable
law or interpretations thereof by the Commission's staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof or (ii) any Notes validly tendered pursuant to the Registered Exchange
Offer are not exchanged for Exchange Notes within 240 days after the Issue Date
or (iii) any Initial Purchaser so requests with respect to Notes or Private
Exchange Notes not eligible to be exchanged for Exchange Notes in the Registered
Exchange Offer and held by it following the consummation of the Registered
Exchange Offer or (iv) any applicable law or interpretations thereof by the
Commission's staff do not permit any Holder to participate in the Registered
Exchange Offer or (v) any Holder that participates in the Registered Exchange
Offer does not receive freely
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                                                                               6

transferable Exchange Notes in exchange for tendered Notes or (vi) the Company
so elects, then the following provisions shall apply:

          (a)  The Company and each of the Guarantors shall use their
     commercially reasonable efforts to file as promptly as practicable (but in
     no event more than 45 days after so required or requested pursuant to this
     Section 2) with the Commission, and thereafter shall use their commercially
     reasonable efforts to cause to be declared effective, a shelf registration
     statement on an appropriate form under the Securities Act relating to the
     offer and sale of the Transfer Restricted Securities (as defined in Section
     3 of this Agreement) by the Holders thereof from time to time in accordance
     with the methods of distribution set forth in such registration statement
     (hereafter, a "Shelf Registration Statement" and, together with any
                    ----------------------------
     Exchange Offer Registration Statement, a "Registration Statement");
                                               ----------------------
     provided that no Holder (other than an Initial Purchaser) shall be entitled
     --------
     to have the Notes held by it covered by such Shelf Registration Statement
     unless such Holder agrees in writing to be bound by all the provisions of
     this Agreement applicable to such Holder.

          (b)  The Company and each of the Guarantors shall use their
     commercially reasonable efforts to keep the Shelf Registration Statement
     continuously effective in order to permit the prospectus forming part
     thereof to be used by Holders of Transfer Restricted Securities for a
     period ending on the earlier of (i) two years from the Issue Date or such
     shorter period that will terminate when all the Transfer Restricted
     Securities covered by the Shelf Registration Statement have been sold
     pursuant thereto and (ii) the date on which the Notes become eligible for
     resale without volume restrictions pursuant to Rule 144 under the
     Securities Act (in any such case, such period being called the "Shelf
                                                                     -----
     Registration Period"). The Company and each of the Guarantors shall be
     -------------------
     deemed not to have used their commercially reasonable efforts to keep the
     Shelf Registration Statement effective during the requisite period if any
     of them voluntarily take any action that would result in Holders of
     Transfer Restricted Securities covered thereby not being able to offer and
     sell such Transfer Restricted Securities during that period, unless (i)
     such action is required by applicable law or (ii) such action is taken by
     the Company and each of the Guarantors in good faith and for valid business
     reasons (not including avoidance of their obligations hereunder), provided
     that the Company and each of the Guarantors within 90 days thereafter
     comply with the requirements of Section 4(k) hereof. Any such period during
     which the Company and each of the Guarantors fail to keep the Shelf
     Registration Statement effective and usable for offers and sales of Notes,
     Private Exchange Notes and Exchange Notes is referred to as a "Suspension
                                                                    ----------
     Period". A Suspension Period shall commence on and include the date the
     ------
     Company and each of the Guarantors give notice that the
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                                                                               7

     Shelf Registration Statement is no longer effective or the prospectus
     included therein is no longer usable for offers and sales of Notes, Private
     Exchange Notes and Exchange Notes and shall end on the date when each
     Holder of Notes, Private Exchange Notes and Exchange Notes covered by such
     Shelf Registration Statement either receives the copies of the supplemented
     or amended prospectus contemplated by Section 4(k) hereof or is advised in
     writing by the Company and the each of the Guarantors that use of the
     prospectus may be resumed. Not more than one Suspension Period shall be
     permitted in any period of 360 consecutive days. If one or more Suspension
     Periods occur, the two-year time period referenced above shall be extended
     by the number of days included in each such Suspension Period.

          (c)  Notwithstanding any other provisions hereof, the Company and each
     of the Guarantors will ensure that (i) any Shelf Registration Statement and
     any amendment thereto and any prospectus forming part thereof and any
     supplement thereto complies in all material respects with the Securities
     Act and the rules and regulations of the Commission thereunder, (ii) any
     Shelf Registration Statement and any amendment thereto (in either case,
     other than with respect to information included therein in reliance upon or
     in conformity with written information furnished to the Company by or on
     behalf of any Holder specifically for use therein (the "Holders'
                                                             -------
     Information")) does not contain an untrue statement of a material fact or
     -----------
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading and (iii) any prospectus forming
     part of any Shelf Registration Statement, and any supplement to such
     prospectus (in either case, other than with respect to Holders'
     Information), does not include an untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading.

          3.   Liquidated Damages. (a) The parties hereto agree that the Holders
of Transfer Restricted Securities will suffer damages if the Company and each of
the Guarantors fails to fulfill their obligations under Section 1 or Section 2,
as applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the applicable Registration Statement is not filed
with the Commission on or prior to 90 days after the Issue Date, (ii) the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, is not declared effective within 210 days after the Issue Date
(or in the case of a Shelf Registration Statement required to be filed in
response to a change in applicable law or interpretations thereof by the
Commission's staff, if later, within 45 days after publication of the change in
law or interpretation), (iii) the Registered Exchange Offer is not consummated
on or prior to 240 days after the Issue Date, or (iv) the Shelf Registration
Statement is filed and declared effective within 210 days after the Issue Date
(or in the case of
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                                                                               8

a Shelf Registration Statement required to be filed in response to a change in
applicable law or interpretations thereof by the Commission's staff, if later,
within 45 days after publication of the change in law or interpretation) but
shall thereafter cease to be effective (at any time that the Company is
obligated to maintain the effectiveness thereof) without being succeeded within
45 days by an additional Registration Statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
                                                             ------------
Default"), the Company and each of the Guarantors will be jointly and severally
-------
obligated to pay liquidated damages to each Holder of Transfer Restricted
Securities, during the period of one or more such Registration Defaults, in an
amount equal to $ 0.192 per week per $1,000 of principal amount of Transfer
Restricted Securities held by such Holder until (i) the applicable Registration
Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective and the Registered Exchange Offer is consummated, (iii) the Shelf
Registration Statement is declared effective or (iv) the Shelf Registration
Statement again becomes effective, as the case may be. Following the cure of all
Registration Defaults, the accrual of liquidated damages will cease. As used
herein, the term "Transfer Restricted Securities" means (i) each Note until the
                  ------------------------------
date on which such Note has been exchanged for a freely transferable Exchange
Note in the Registered Exchange Offer, (ii) each Note or Private Exchange Note
until the date on which it has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration Statement or (iii)
each Note or Private Exchange Note until the date on which it is distributed to
the public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act. Notwithstanding anything to the
contrary in this Section 3(a), the Company and each of the Guarantors shall not
be required to pay liquidated damages to a Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or failed
to provide the information required to be provided by it, if any, pursuant to
Section 4(o).

          (b)  The Company shall notify the Trustee and the Paying Agent (as
defined in the Indenture) under the Indenture within three business days of the
happening of each and every Registration Default. The Company and each of the
Guarantors shall pay the liquidated damages due on the Transfer Restricted
Securities by depositing with the Paying Agent (which may not be the Company for
these purposes), in trust, for the benefit of the Holders thereof, prior to
10:00 a.m., New York City time, on the next interest payment date specified by
the Indenture and the Notes, sums sufficient to pay the liquidated damages then
due. The liquidated damages due shall be payable on each interest payment date
specified by the Indenture and the Notes to the record holder entitled to
receive the interest payment to be made on such date. Each obligation to pay
liquidated damages shall be deemed to accrue from and including the date of the
applicable Registration Default.
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                                                                               9

          (c)  The parties hereto agree that the liquidated damages provided for
in this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

          4.   Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

          (a)  The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and shall, in its reasonable judgment, reflect
     in each such document, when so filed with the Commission, such comments as
     any Initial Purchaser may reasonably propose; (ii) include information
     substantially to the effect set forth in Annex A hereto on the cover, in
     Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose
     of the Exchange Offer" section and in Annex C hereto in the "Plan of
     Distribution" section of the prospectus forming a part of the Exchange
     Offer Registration Statement, and include information substantially to the
     effect set forth in Annex D hereto in the Letter of Transmittal delivered
     pursuant to the Registered Exchange Offer; and (iii) if requested by any
     Initial Purchaser, include the information required by Item 507 or 508 of
     Regulation S-K, as applicable, in the prospectus forming a part of the
     Exchange Offer Registration Statement.

          (b)  The Company shall advise each Initial Purchaser, each Exchanging
     Dealer and the Holders (if applicable) and, if requested by any such
     person, confirm such advice in writing (which advice pursuant to clause
     (ii) through (v) hereof shall be accompanied by an instruction to suspend
     the use of the prospectus until the requisite changes have been made):

               (i)   when any Registration Statement and any amendment thereto
          has been filed with the Commission and when such Registration
          Statement or any post-effective amendment thereto has become
          effective;

               (ii)  of any request by the Commission for amendments or
          supplements to any Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of any Registration

<PAGE>

                                                                              10

          Statement or the initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the Notes, the
          Exchange Notes or the Private Exchange Notes for sale in any
          jurisdiction or the initiation or threatening of any proceeding for
          such purpose; and

               (v)  of the happening of any event that requires the making of
          any changes so that the Registration Statement and any amendment
          thereto does not, when it becomes effective, contain an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading or any prospectus forming part of any Registration
          Statement, and any supplement to such prospectus, does not include an
          untrue statement of a material fact or omit to state a material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.

          (c)  If any event contemplated by clauses (ii) through (v) of Section
     4(b) of this Agreement occurs during the period for which the Company and
     each of the Guarantors are required to maintain an effective Registration
     Statement, the Company and each of the Guarantors will as promptly as is
     practicable prepare and file with the Commission a post-effective amendment
     to the Registration Statement or a supplement to the related prospectus or
     file any other required document so that, as thereafter delivered to
     purchasers of the Notes, Exchange Notes or Private Exchange Notes from a
     Holder, the prospectus will not include an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

          (d)  The Company and each of the Guarantors will use all commercially
     reasonable efforts to obtain the withdrawal at the earliest possible time
     of any order suspending the effectiveness of any Registration Statement.

          (e)  The Company will furnish to each Holder of Transfer Restricted
     Securities included within the coverage of any Shelf Registration
     Statement, without charge, one conformed copy of such Shelf Registration
     Statement and any post-effective amendment thereto, including financial
     statements and schedules and, if any such Holder so requests in writing,
     all exhibits thereto (including those, if any, incorporated by reference)
     and as many conformed copies of such Registration Statement as such Holder
     reasonably requests.
<PAGE>

                                                                              11

          (f)  The Company will, during the Shelf Registration Period, promptly
     deliver to each Holder of Transfer Restricted Securities included within
     the coverage of any Shelf Registration Statement, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in such Shelf Registration Statement and any amendment or supplement
     thereto as such Holder may reasonably request; and the Company and each of
     the Guarantors consent to the use of such prospectus or any amendment or
     supplement thereto by each of the selling Holders of Transfer Restricted
     Securities in connection with the lawful offer and sale of the Transfer
     Restricted Securities covered by such prospectus or any amendment or
     supplement thereto.

          (g)  The Company will furnish to each Initial Purchaser and each
     Exchanging Dealer, and to any other Holder who so requests, without charge,
     one conformed copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules and, if any Initial Purchaser or Exchanging Dealer or any such
     Holder so requests in writing, all exhibits thereto (including those, if
     any, incorporated by reference) and as many conformed copies of such
     Exchange Offer Registration Statement as such Holder reasonably requests.

          (h)  The Company will, during the Exchange Offer Registration Period
     or the Shelf Registration Period, as applicable, promptly deliver to each
     Initial Purchaser, each Exchanging Dealer and such other persons that are
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement or the Shelf Registration Statement
     and any amendment or supplement thereto as such Initial Purchaser,
     Exchanging Dealer or other persons may reasonably request; and the Company
     and each of the Guarantors consent to the use of such prospectus or any
     amendment or supplement thereto by any such Initial Purchaser, Exchanging
     Dealer or other persons, as applicable, in connection with any lawful offer
     or sale covered by such prospectus or any amendment or supplement thereto,
     as aforesaid.

          (i)  Prior to the effective date of any Registration Statement, the
     Company and each of the Guarantors will use commercially reasonable efforts
     to register or qualify, or cooperate with the Holders of Notes, Exchange
     Notes or Private Exchange Notes included therein and their respective
     counsel in connection with the registration or qualification of, such
     Notes, Exchange Notes or Private Exchange Notes for offer and sale under
     the securities or blue sky laws of such jurisdictions as any such Holder
     reasonably requests in writing and do any and all other acts or things
     necessary or advisable to enable the offer and sale in such jurisdictions
     of the Notes, Exchange Notes or Private Exchange Notes
<PAGE>

                                                                              12

     covered by such Registration Statement; provided that the Company and each
                                             --------
     of the Guarantors will not be required to qualify generally to do business
     in any jurisdiction where they are not then so qualified or to take any
     action which would subject them to general service of process or to
     taxation in any such jurisdiction where they are not then so subject.

          (j)  The Company and each of the Guarantors will reasonably cooperate
     with the Holders of Notes, Exchange Notes or Private Exchange Notes to
     facilitate the timely preparation and delivery of certificates representing
     Notes, Exchange Notes or Private Exchange Notes to be sold pursuant to any
     Registration Statement free of any restrictive legends and in such
     denominations and registered in such names as the Holders thereof may
     request in writing prior to sales of Notes, Exchange Notes or Private
     Exchange Notes pursuant to such Registration Statement.

          (k)  If any event contemplated by Section 4(b)(ii) through (v) occurs
     during the period for which the Company and each of the Guarantors are
     required to maintain an effective Registration Statement, the Company and
     each of the Guarantors will as promptly as is practicable prepare and file
     with the Commission a post-effective amendment to the Registration
     Statement or a supplement to the related prospectus or file any other
     required document so that, as thereafter delivered to purchasers of the
     Notes, Exchange Notes or Private Exchange Notes from a Holder, the
     prospectus will not include an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading.

          (l)  Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for each of the Notes,
     the Exchange Notes and the Private Exchange Notes, as the case may be, and
     provide the applicable trustee with printed certificates for the Notes, the
     Exchange Notes or the Private Exchange Notes, as the case may be, in a form
     eligible for deposit with The Depository Trust Company.

          (m)  The Company and each of the Guarantors will comply with all
     applicable rules and regulations of the Commission and the Company will
     make generally available to its security holders as soon as practicable
     after the effective date of the applicable Registration Statement an
     earning statement satisfying the provisions of Section 11(a) of the
     Securities Act; provided that in no event shall such earning statement be
                     --------
     delivered later than 45 days after the end of a 12-month period (or 90
     days, if such period is a fiscal year) beginning with the first month of
     the Company's first fiscal quarter commencing after the effective date of
     the applicable Registration Statement, which statement shall cover such 12-
     month period.
<PAGE>

                                                                              13

          (n)  The Company and each of the Guarantors will cause the Indenture
     or the Exchange Notes Indenture, as the case may be, to be qualified under
     the Trust Indenture Act as required by applicable law in a timely manner.

          (o)  The Company may require each Holder of Transfer Restricted
     Securities to be registered pursuant to any Shelf Registration Statement to
     furnish to the Company such information concerning the Holder and the
     distribution of such Transfer Restricted Securities as the Company may from
     time to time reasonably require for inclusion in such Shelf Registration
     Statement, and the Company may exclude from such registration the Transfer
     Restricted Securities of any Holder that fails to furnish such information
     within a reasonable time after receiving such request.

          (p)  In the case of a Shelf Registration Statement, each Holder of
     Transfer Restricted Securities to be registered pursuant thereto agrees by
     acquisition of such Transfer Restricted Securities that, upon receipt of
     any notice from the Company pursuant to Section 4(b)(ii) through (v), such
     Holder will discontinue disposition of such Transfer Restricted Securities
     until such Holder's receipt of copies of the supplemental or amended
     prospectus contemplated by Section 4(k) or until advised in writing (the
     "Advice") by the Company that the use of the applicable prospectus may be
      ------
     resumed. If the Company shall give any notice under Section 4(b)(ii)
     through (v) during the period that the Company is required to maintain an
     effective Registration Statement (the "Effectiveness Period"), such
                                            --------------------
     Effectiveness Period shall be extended by the number of days during such
     period from and including the date of the giving of such notice to and
     including the date when each seller of Transfer Restricted Securities
     covered by such Registration Statement shall have received (x) the copies
     of the supplemental or amended prospectus contemplated by Section 4(k) (if
     an amended or supplemental prospectus is required) or (y) the Advice (if no
     amended or supplemental prospectus is required).

          (q)  In the case of a Shelf Registration Statement, the Company and
     each of the Guarantors shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form and
     reasonably acceptable to the Company) and take all such other action, if
     any, as Holders of a majority in aggregate principal amount of the Notes,
     Exchange Notes and Private Exchange Notes being sold or the managing
     underwriters (if any) shall reasonably request in order to facilitate any
     disposition of Notes, Exchange Notes or Private Exchange Notes pursuant to
     such Shelf Registration Statement.

          (r)  In the case of a Shelf Registration Statement, the Company shall
     (i) make reasonably available for inspection by a representative of, and
     Special Counsel (as defined below) acting for, Holders of a majority in
<PAGE>

                                                                              14


     aggregate principal amount of the Notes, Exchange Notes and Private
     Exchange Notes being sold and any underwriter participating in any
     disposition of Notes, Exchange Notes or Private Exchange Notes pursuant to
     such Shelf Registration Statement, all relevant financial and other
     records, pertinent corporate documents and properties of the Company and
     its subsidiaries and (ii) use its commercially reasonable efforts to have
     its officers, directors, employees, accountants and counsel supply all
     relevant information reasonably requested by such representative, Special
     Counsel or any such underwriter (an "Inspector") in connection with such
                                          ---------
     Shelf Registration Statement.

          (s)  In the case of a Shelf Registration Statement, the Company shall,
     if requested by Holders of a majority in aggregate principal amount of the
     Notes, Exchange Notes and Private Exchange Notes being sold, their Special
     Counsel or the managing underwriters (if any) in connection with such Shelf
     Registration Statement, use its commercially reasonable efforts to cause
     (i) its counsel to deliver an opinion relating to the Shelf Registration
     Statement and the Notes, Exchange Notes or Private Exchange Notes, as
     applicable, substantially in the form delivered by counsel for the Company
     in connection with the issuance and sale of the Notes, (ii) its officers to
     execute and deliver all customary documents and certificates requested by
     Holders of a majority in aggregate principal amount of the Notes, Exchange
     Notes and Private Exchange Notes being sold, their Special Counsel or the
     managing underwriters (if any) and (iii) its independent public accountants
     to provide a comfort letter or letters in customary form, subject to
     receipt of appropriate documentation as contemplated, and only if
     permitted, by Statement of Auditing Standards No. 72.

          5.   Registration Expenses. The Company and each of the Guarantors
will jointly and severally bear all expenses incurred in connection with the
performance of their obligations under Sections 1, 2, 3 and 4 and the Company
will reimburse the Initial Purchasers and the Holders for the reasonable fees
and disbursements of Cravath, Swaine & Moore (in addition to any local counsel)
unless otherwise instructed by the Holders of a majority in aggregate principal
amount of the Notes, the Exchange Notes and the Private Exchange Notes to be
sold pursuant to each Registration Statement (the "Special Counsel") acting for
                                                   ---------------
the Initial Purchasers or Holders in connection therewith.

          6.   [Intentionally omitted]

          7.   Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and each of the Guarantors shall jointly and severally
indemnify and hold harmless each Holder (including, without limitation, any such
Initial Purchaser or Exchanging Dealer, its
<PAGE>

                                                                              15

affiliates, their respective officers, directors, employees, representatives and
agents, and each person, if any, who controls such Holder within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 7 and Section 8 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Notes, Exchange Notes or Private Exchange
Notes), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly
upon demand for any legal or other expenses reasonably incurred by that Holder
in connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
                                                           -----------------
that the Company and each of the Guarantors shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action arises out
of, or is based upon, an untrue statement or alleged untrue statement in, or
omission or alleged omission from, any of such documents in reliance upon and in
conformity with any Holders' Information; and provided, further that with
                                              -----------------
respect to any such untrue statement in or omission from any related preliminary
prospectus, the indemnity agreement contained in this Section 7(a) shall not
inure to the benefit of any Holder from whom the person asserting any such loss,
claim, damage, liability or action received Notes, Exchange Notes or Private
Exchange Notes to the extent that such loss, claim, damage, liability or action
of or with respect to such Holder results from the fact that both (1) a copy of
the final prospectus was not sent or given to such person at or prior to the
written confirmation of the sale of such Notes, Exchange Notes or Private
Exchange Notes to such person and (2) the untrue statement in or omission from
the related preliminary prospectus was corrected in the final prospectus unless,
in either case, such failure to deliver the final prospectus was a result of
non-compliance by the Company with Sections 4(e), 4(f), 4(g) or 4(h), as
applicable.

          (b)  In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Company, its affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 7(b) and
Section 8 as the Company), from and against any
<PAGE>

                                                                              16

loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Company may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Company by such Holder, and shall reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
                                         -----------------
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Notes, Exchange Notes or
Private Exchange Notes pursuant to such Shelf Registration Statement or
prospectus.

          (c)  Promptly after receipt by an indemnified party under this
Section 7 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 7(a) or 7(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
                                                                  --------
however, that the failure to notify the indemnifying party shall not relieve it
-------
from any liability which it may have under this Section 7 except to the extent
that it has been prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the
                               -----------------
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 7. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
                                                          -----------------
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be
<PAGE>

                                                                              17

at the expense of such indemnified party unless (i) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(ii) the indemnified party has reasonably concluded (based upon advice of
counsel to the indemnified party) that there may be legal defenses available to
it or other indemnified parties that are different from or in addition to those
available to the indemnifying party, (iii) a conflict or potential conflict
exists (based upon advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of
the indemnified party) or (iv) the indemnifying party has not in fact employed
counsel reasonably satisfactory to the indemnified party to assume the defense
of such action within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees,
disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm of attorneys (in addition to any
local counsel) at any one time for all such indemnified party or parties. Each
indemnified party, as a condition of the indemnity agreements contained in
Sections 7(a) and 7(b) of this Agreement, shall use all commercially reasonable
efforts to cooperate with the indemnifying party in the defense of any such
action or claim. No indemnifying party shall be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

          8.   Contribution. If the indemnification provided for in Section 7 of
this Agreement is unavailable or insufficient to hold harmless an indemnified
party under Section 7(a) or 7(b) of this Agreement, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the Company
and each of the Guarantors from the initial offering and sale of the Notes, on
the one hand, and by a Holder from receiving Notes, Exchange
<PAGE>

                                                                              18

Notes or Private Exchange Notes, as applicable, registered under the Securities
Act, on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and each of the Guarantors, on the one hand, and such
Holder, on the other, with respect to the statements or omissions that resulted
in such loss, claim, damage or liability, or action in respect thereof, as well
as any other relevant equitable considerations. The relative fault 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 the Company and each of the Guarantors or information
supplied by the Company and each of the Guarantors, on the one hand, or to any
Holders' Information supplied by such Holder, on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The parties hereto agree
that it would not be just and equitable if contributions pursuant to this
Section 8 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 8 shall be deemed to include, for purposes of this Section
8, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 8, an
indemnifying party that is a Holder of Notes, Exchange Notes or Private Exchange
Notes shall not be required to contribute any amount in excess of the amount by
which the total price at which the Notes, Exchange Notes or Private Exchange
Notes sold by such indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or become liable to pay
by reason of any 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.

          9.   Rules 144 and 144A. The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the written request
of any Holder of Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of such Holder's securities
pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant
that they will take such further action as any Holder of Transfer Restricted
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A
<PAGE>

                                                                              19

(including, without limitation, the requirements of Rule 144A(d)(4)). Upon the
written request of any Holder of Transfer Restricted Securities, the Company and
each of the Guarantors shall deliver to such Holder a written statement as to
whether they have complied with such requirements.

Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

          10.  Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Company (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          11.  Miscellaneous. (a) Amendments and Waivers. No failure or delay by
the Company, each of the Guarantors, any Holder in exercising any right under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or amendment or discontinuance of steps to
enforce any such right preclude any other or further exercise thereof or the
exercise of any other right. The provisions of this Agreement 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 a majority in aggregate principal amount of the
Notes, the Exchange Notes and the Private Exchange Notes, taken as a single
class. 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 whose Notes, Exchange Notes or Private Exchange Notes are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of a
majority in aggregate principal amount of the Notes, the Exchange Notes and the
Private Exchange Notes being sold by such Holders pursuant to such Registration
Statement.

          (b)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:
<PAGE>

                                                                              20

               (i)    if to a Holder, at the most current address given by such
          Holder to the Company in accordance with the provisions of this
          Section 11(b), which address initially is, with respect to each
          Holder, the address of such Holder maintained by the Registrar under
          the Indenture, with a copy in like manner to Salomon Smith Barney
          Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated, Banc of America Securities LLC and TD Securities (USA)
          Inc.;

               (ii)   if to an Initial Purchaser, initially at its address set
          forth in the Purchase Agreement; and

               (iii)  if to the Company, initially at the address of the Company
          set forth in the Purchase Agreement.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c)  Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

          (d)  Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) 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.

          (e)  Definition of Terms. For purposes of this Agreement, (i) the term
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading, (ii) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act and (iii) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

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

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

          (h)  Remedies. In the event of a breach by the Company, any Guarantor
or any Holder of any of their obligations under this Agreement, each Holder, the
Company or each Guarantor, as the case may be, in addition to being entitled to
exercise all rights granted by law, including recovery of damages (other than
the recovery of damages for a breach by the Company or any Guarantor of its
obligations under Sections 1 or 2 hereof for
<PAGE>

                                                                              21

which liquidated damages have been paid pursuant to Section 3 hereof), will be
entitled to specific performance of its rights under this Agreement. The
Company, each of the Guarantors and each Holder agree that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by each such person 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, each such person shall waive the defense that a remedy
at law would be adequate.

          (i)  No Inconsistent Agreements. Each of the Company and the
Guarantors represents, warrants and agrees that (i) it has not entered into, and
shall not, on or after the date of this Agreement, enter into any agreement that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii) (with
respect to the Company) without limiting the generality of the foregoing,
without the written consent of the Holders of a majority in aggregate principal
amount of the then outstanding Transfer Restricted Securities, it shall not
grant to any person the right to request the Company to register any debt
securities of the Company under the Securities Act unless the rights so granted
are not in conflict or inconsistent with the provisions of this Agreement.

          (j)  No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders of Transfer Restricted Securities in
such capacity) shall have the right to include any securities of the Company in
any Shelf Registration or Registered Exchange Offer other than Transfer
Restricted Securities.

          (k)  Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. 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 commercially reasonable 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.
<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the Company, each of the Guarantors and the Initial Purchasers.

                                  Very truly yours,

                                  TRITEL PCS, INC.


                                  By /s/ Thomas H. Sullivan
                                     -----------------------------------
                                     Name: Thomas H. Sullivan
                                     Title: Executive Vice President-
                                            Chief Financial Officer and
                                            Treasurer

                                  TRITEL, INC.


                                  By /s/ Thomas H. Sullivan
                                     -----------------------------------
                                     Name: Thomas H. Sullivan
                                     Title: Executive Vice President-
                                            Chief Financial Officer and
                                            Treasurer

                                  TRITEL COMMUNICATIONS, INC.


                                  By /s/ Thomas H. Sullivan
                                     -----------------------------------
                                     Name: Thomas H. Sullivan
                                     Title: Executive Vice President-
                                            Chief Financial Officer and
                                            Treasurer

                                  TRITEL FINANCE, INC.


                                  By /s/ Thomas H. Sullivan
                                     -----------------------------------
                                     Name: Thomas H. Sullivan
                                     Title: Executive Vice President-
                                            Chief Financial Officer and
                                            Treasurer


<PAGE>

Accepted:



SALOMON SMITH BARNEY INC.,



by /s/ M. Ian G. Gilchrist
   ------------------------------
   Name: M. Ian G. Gilchrist
   Title: Managing Director


LEHMAN BROTHERS INC.,



by /s/ Perry Hoffmeister
   ------------------------------
   Name: Perry Hoffmeister

   Title: Managing Director
<PAGE>

                                                                         ANNEX A


          Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company has agreed that, for a period of 180 days
after the expiration of the Exchange Offer, it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution".
<PAGE>

                                                                        ANNEX B


          Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution".
<PAGE>

                                                                         ANNEX C

                             PLAN OF DISTRIBUTION

          Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, for a
period of 180 days after the expiration of the Exchange Offer, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until [          ], all
dealers effecting transactions in the Exchange Notes may be required to deliver
a prospectus.

          The Company will not receive any proceeds from any sale of Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Registered Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Registered Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Notes and any commission or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

          For a period of 180 days after the expiration of the Exchange Offer
the Company will promptly send additional copies of this prospectus and any
amendment or supplement to this prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of
one counsel for the Holders of the Notes) other than commissions or concessions
of any broker-dealers and will indemnify the Holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
<PAGE>

                                                                         ANNEX D

          [_]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
               ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
               AMENDMENTS OR SUPPLEMENTS THERETO.

               Name:
               Address:






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