EXHIBIT 10.6

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration  Rights Agreement (this "Agreement") is made
and entered into as of August 23, 1996,  by and among  Sprint  Spectrum  L.P., a
Delaware  limited  partnership  ("Sprint  Spectrum"),  Sprint  Spectrum  Finance
Corporation, a Delaware corporation ("FinCo" and, together with Sprint Spectrum,
the "Issuers"), and Sprint Corporation, a Kansas corporation ("Sprint").

                  This will confirm  that,  in  connection  with the purchase by
Sprint,  on the date hereof,  of an aggregate  $182,859,000  principal amount at
maturity of 12 1/2% Senior  Discount Notes (the "Notes") of the Issuers,  and as
an  inducement to Sprint to  consummate  the purchase of the Notes,  the Issuers
have agreed to provide the  registration  rights set forth in this  Agreement to
Sprint.

                  The parties hereby agree as follows:

1.       The Securities

                  (a)      Definitions.  The terms  "Registrable Securities" and
"Restricted Securities" shall mean the Notes.

                  (b) Restricted Securities. For the purposes of this Agreement,
Notes will cease to be Restricted  Securities when (i) a registration  statement
covering such  Restricted  Securities has been declared  effective and they have
been disposed of pursuant to such effective registration statement, or (ii) they
are  distributed  to the public  pursuant to Rule 144 (or any similar  provision
then in force)  under the  Securities  Act,  or (iii)  they have been  otherwise
transferred and the Issuers,  in accordance with applicable law and regulations,
have  delivered new  certificates  or other  evidences of ownership for them not
subject to any stop transfer order or other restriction on transfer.

                  (c)      Registrable Securities.  As to  any particular Notes,
such Notes will cease to be  Registrable Securities  when they  cease to  be Re-
stricted Securities.

                  (d) Securities Act. The term  "Securities  Act" shall mean the
Securities  Act of 1933, as amended,  or any similar  federal  statute,  and the
rules and regulations of the Securities and Exchange  Commission  ("Commission")
thereunder, all as the same shall be in effect at the time.

2.       Holdback Agreements

                  (a)  Restrictions on Public Sale by Sprint.  To the extent not
inconsistent  with  applicable  law  and  regulations,   with  respect  to  each
registration  statement  filed by the  Issuers  under  the  Securities  Act,  in
connection with an underwritten  public offering of any debt security similar to
the Notes, Sprint, as a holder of Registrable  Securities (whether or not Sprint
requests to participate or participates in such  registration  statement) agrees
not to effect any public sale or public  distribution of the Notes during the 15
days prior to, and during the 90-day period  beginning on, the effective date of
such registration statement (except as part of such registration),  if requested
in writing  (with  reasonable  prior  notice)  by the  managing  underwriter  or
underwriters of the underwritten public offering.

                  (b) Restrictions on Public Sale by the Issuers and Others. The
Issuers  agree  (i)  not to  effect  any  public  sale  or  distribution  of any
securities  similar to those being registered,  during the 15 days prior to, and
the 90-day period beginning on, the effective date of any registration statement
in which Sprint is  participating  in  connection  with an  underwritten  public
offering if requested in writing (with  reasonable prior notice) by the managing
underwriter or  underwriters of the  underwritten  public offering and (ii) that
any agreement  entered into after the date of this  Agreement  pursuant to which
the Issuers issue or agree to issue any privately  placed  securities which have
registration  rights  shall  contain  provisions  under  which  holders  of such
securities agree not to effect any public sale or distribution of any securities
similar to those  being  registered,  during the  periods set forth above if the
Issuers receive the notice referred to in clause (i) above.

3.       Demand Registration

                  (a) Right to Demand.  Subject to Section  3(b),  Sprint may at
any time  make a written  request  to the  Issuers  for  registration  under the
Securities  Act  of  all  or  part  of its  Registrable  Securities  (a  "Demand
Registration").  Upon  receipt of such  request,  the  Issuers  will effect such
registration  in accordance  with the procedures in Section 4, including in such
registration  all Registrable  Securities with respect to which the Issuers have
received written requests for inclusion  therein.  All requests made pursuant to
this  Section  3(a)  will  specify  the  aggregate  amount  of  the  Registrable
Securities  to be  registered  and will also  specify  the  intended  methods of
disposition thereof.  Notwithstanding anything to the contrary contained herein,
no sales of, or offers to sell,  Registrable  Securities  may be made within 180
days after August 20, 1996.

                  (b) Number of Demand Registrations.  Sprint shall be entitled,
in the aggregate,  to three Demand  Registrations,  the Registration Expenses of
which shall be borne by the  Issuers.  The  Issuers  shall not be deemed to have
effected a Demand  Registration  unless and until such  Demand  Registration  is
declared effective.

                  (c)  Priority  on  Demand   Registrations.   If  the  managing
underwriter or underwriters of a Demand  Registration for an underwritten public
offering  advise  the  Issuers in writing  that in their  opinion  the number of
securities  proposed to be sold in such Demand  Registration  exceeds the number
which  can  be  sold  in  such  offering,  the  Issuers  will  include  in  such
registration only the number of securities that, in the opinion of such managing
underwriter  or  underwriters,  can  be  sold;  provided,  that  no  Registrable
Securities  shall be excluded from such  registration  until all notes which are
not  Registrable  Securities  have been  excluded.  The  Issuers  agree that any
agreement entered into on or after the date of this Agreement  pursuant to which
either  or  both  Issuers  grant  any  person  other  than  Sprint   "piggyback"
registration   rights  that  may  be  exercised  in  connection  with  a  Demand
Registration hereunder shall expressly provide that the securities of such other
person will be entirely excluded from such  registration  before any Registrable
Securities are so excluded. Any exclusion of securities pursuant to this Section
3(c) in connection with the last Demand  Registration  available hereunder shall
entitle Sprint to one additional Demand Registration.

                  (d) Selection of Underwriters.  If any Demand  Registration is
an  underwritten  offering,   Sprint  will  select  a  managing  underwriter  or
underwriters  to  administer  the  offering,   which  managing   underwriter  or
underwriters shall be reasonably satisfactory to the Issuers.

                  (e) Notwithstanding anything in the foregoing to the contrary,
the Issuers shall not be obligated to effect a Demand  Registration  at any time
when the Issuers, in the good faith judgment of their Partnership Board or their
Board of  Directors,  as the case may be,  reasonably  believe  that the  filing
thereof at the time requested,  or the offering of securities  pursuant thereto,
would be  seriously  detrimental  to the  Issuers.  The  effectuation  of Demand
Registrations  hereunder cannot be suspended,  pursuant to the provisions of the
preceding  sentence,  more than once, and in any case shall not be suspended for
more  than 60  days  after  the  date of the  applicable  Board's  determination
referenced in the preceding sentence.

4.       Registration Procedures

                  The Issuers will, in connection with any registration pursuant
to Section 3, as expeditiously as possible:

                  (a)  prepare  and file  with  the  Commission  a  registration
statement on any  appropriate  form under the  Securities  Act (a  "Registration
Statement"),  which  form  shall  be  available  for  the  sale  of  Registrable
Securities in  accordance  with the intended  method or methods of  distribution
thereof,  and use their best  efforts to cause such  Registration  Statement  to
become  effective;  provided that at least five business days before filing with
the  Commission a  Registration  Statement or  prospectus  or any  amendments or
supplements  thereto,  including  documents  incorporated by reference after the
initial filing of any Registration Statement, the Issuers will furnish to Sprint
draft copies of such  Registration  Statement,  and, upon the request of Sprint,
shall continue to provide drafts of such Registration  Statement until filed and
thereafter such number of copies of such Registration Statement,  each amendment
and supplement thereto,  the prospectus included in such Registration  Statement
(including each  preliminary  prospectus) and such other documents as Sprint may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities  owned by  Sprint  and to change  the  Registration  Statement  as it
relates to Sprint as requested by Sprint on a timely  basis,  and to  reasonably
consider  other  changes to the  Registration  Statement  (but not including any
document  incorporated therein by reference) reasonably requested by Sprint on a
timely basis,  in light of the  requirements of the Securities Act and any other
applicable laws and  regulations;  and provided,  further,  that as to documents
incorporated by reference,  the Issuers shall provide documents  incorporated by
reference promptly upon the filing of such documents;

                  (b) prepare and file with the Commission  such  amendments and
post-effective  amendments to a Registration  Statement and timely make any such
filings to be incorporated by reference therein as may be necessary to keep such
Registration  Statement  effective  for  120  days  (or  until  all  Registrable
Securities  registered  thereunder  have been sold,  whichever is earlier);  and
cause the related  prospectus  to be  supplemented  by any  required  prospectus
supplement,  and as so supplemented to be filed to the extent required  pursuant
to Rule 424 under the Securities Act, during such 120 day period;  and otherwise
comply with the provisions of the Securities Act with respect to the disposition
of all securities  covered by such Registration  Statement during the applicable
period in accordance  with the intended  methods of  disposition  by the sellers
thereof  set  forth  in  such  Registration  Statement  or  supplement  to  such
prospectus;

                  (c)   notify   Sprint   and  the   managing   underwriter   or
underwriters,  if any, promptly,  and confirm such advice in writing, (1) 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,  (2) of any  request  by the
Commission for amendments or supplements to a Registration  Statement or related
prospectus or for additional information,  (3) of the issuance by the Commission
of any stop order suspending the  effectiveness  of a Registration  Statement or
the  initiation  of any  proceedings  for that  purpose,  (4) if at any time the
representations  and  warranties  of the Issuers  contemplated  by paragraph (j)
below  cease to be true and  correct,  (5) of the  receipt by the Issuers of any
notification  with respect to the suspension of the  qualification of any of the
Registrable  Securities  for  sale  in any  jurisdiction  or the  initiation  or
threatening of any proceeding for such purpose,  and (6) of the happening of any
event  which  makes  any  statement  made  in any  Registration  Statement,  the
prospectus  or any document  incorporated  therein by reference  untrue or which
requires the making of any changes in any  Registration  Statement or prospectus
so that they will not contain any untrue  statement of material  fact or omit to
state any material fact  required to be stated  therein or necessary to make the
statements therein not misleading;

                  (d) make every  reasonable  effort to obtain the withdrawal of
any order  suspending  the  effectiveness  of a  registration  statement  at the
earliest possible moment and to prevent the entry of such an order;

                  (e) use  their  best  efforts  to  register  or  qualify  such
Registrable  Securities  under  such other  securities  or blue sky laws of such
jurisdictions as Sprint reasonably  requests in writing and do any and all other
acts and  things  which  may be  necessary  or  advisable  to  enable  Sprint to
consummate the disposition in such  jurisdictions of the Registrable  Securities
owned by Sprint;  provided  that the Issuers will not be required to (i) qualify
generally to do business in any  jurisdiction  where they would not otherwise be
required to qualify but for this  paragraph  (e),  (ii)  subject  themselves  to
taxation in any such  jurisdiction  or (iii) take any action which would subject
them to general service of process in any such jurisdiction;

                  (f) make  available  for  inspection  by a  representative  of
Sprint,  any  underwriter  participating  in any  disposition  pursuant  to such
Registration  Statement,  and any  attorney or  accountant  retained by any such
underwriter or Sprint (collectively,  the "Inspectors"), all financial and other
records,   pertinent   corporate   documents  and   properties  of  the  Issuers
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility,  and cause the officers, directors,
employees  and  agents of the  Issuers  to  supply  all  information  reasonably
requested by any such Inspector in connection with such Registration  Statement.
Records which the Issuers determine, in good faith, to be confidential and which
they  notify the  Inspectors  are  confidential  shall not be  disclosed  by the
Inspectors  unless (i) the  release of such  Records  is ordered  pursuant  to a
subpoena  or other  order  from a court of  competent  jurisdiction  or (ii) the
disclosure  of such Records is required by any  applicable  law or regulation or
any  governmental   regulatory  body  with   jurisdiction  over  any  holder  of
Registrable  Securities  or any  Inspectors.  Sprint  agrees that it will,  upon
learning  the  disclosure  of such  Records  is sought  in a court of  competent
jurisdiction,  give  notice  to the  Issuers  and allow  the  Issuers,  at their
expense,  to undertake  appropriate  action to prevent disclosure of the Records
deemed confidential;

                  (g)  cooperate  with Sprint and the  managing  underwriter  or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive  legends  and  enable  such  Registrable  Securities  to be in  such
denominations   and   registered  in  such  names  as  Sprint  or  any  managing
underwriters  may  request  at  least  two  business  days  prior to any sale of
Registrable Securities;

                  (h) comply with all  applicable  rules and  regulations of the
Commission and promptly make generally  available to their security holders each
of their earning statements  covering a period of at least twelve months, (1) in
an underwritten offering,  commencing after a Registration Statement is declared
effective by the Commission,  or (2) in a non-underwritten  offering,  beginning
with the first month of the Issuers' first fiscal quarter  commencing  after the
effective date of a Registration Statement, which earning statement in each case
shall satisfy the provisions of Section 11(a) of the Securities Act;

                  (i) provide a CUSIP number for all Registrable Securities, not
later than the  effective  date of the  Registration  Statement  relating to the
first public offering of Registrable Securities of the Issuers pursuant hereto;

                  (j)  enter  into  such  customary  agreements   (including  an
underwriting  agreement  in  customary  form)  and take all such  other  actions
reasonably  requested by Sprint or the managing  underwriter or  underwriters in
order to expedite or facilitate the disposition of such  Registrable  Securities
and in such connection, whether or not an underwriting agreement is entered into
and whether or not the  registration  is an underwritten  registration  (1) make
such representations and warranties, if any, to Sprint and any underwriters with
respect to the Registration Statement,  prospectus and documents incorporated by
reference,  if any,  in form,  substance  and scope as are  customarily  made by
issuers to underwriters  in  underwritten  offerings and confirm the same if and
when  requested,  (2) obtain  opinions  of counsel to the  Issuers  and  updates
thereof  addressed to Sprint and the  underwriters,  if any, with respect to the
Registration  Statement,  prospectus and documents incorporated by reference, if
any,  covering  the  matters   customarily  covered  in  opinions  requested  in
underwritten  offerings and such other matters as may be reasonably requested by
Sprint and the  underwriters,  (3) obtain a "cold  comfort"  letter and  updates
thereof from the Issuers' independent  certified public accountants addressed to
Sprint and to the underwriters, if any, which letters shall be in customary form
and cover matters of the type  customarily  covered in "cold comfort" letters by
accountants  in connection  with  underwritten  offerings,  and (4) deliver such
documents  and  certificates  as may be  reasonably  requested by Sprint and the
managing  underwriter or underwriters,  if any, to evidence  compliance with any
customary conditions contained in the underwriting  agreement or other agreement
entered into by the Issuers.  The above shall be done at each closing under such
underwriting or similar agreement or as and to the extent required thereunder;

                  (k)      use  its  reasonable  efforts  to  provide  customary
assistance to the underwriters in their  selling  efforts  and  presentations to
prospective investors; and

                  (l) use its best efforts to list the Registrable Securities on
any  securities  exchange on which the Notes are then listed,  if the listing of
such securities is then permitted under the rules of such exchange.

                  The Issuers may require  Sprint to furnish to the Issuers such
information  regarding the  distribution  of such  securities as the Issuers may
from time to time reasonably request in writing.

                  Sprint  agrees  that,  upon  receipt  of any  notice  from the
Issuers of the happening of any event of the kind described in Section  4(c)(2),
4(c)(3),   4(c)(5)  or  4(c)(6)  hereof,   Sprint  will  forthwith   discontinue
disposition of Registrable  Securities  pursuant to the  Registration  Statement
covering  such  Registrable  Securities  (if  pursuant to an event  described in
Section 4(c)(5), only in the affected  jurisdictions) (A) until Sprint's receipt
of the copies of the supplemented or amended prospectus  contemplated by Section
4(c)(1) hereof,  or until it is advised in writing (the "Advice") by the Issuers
that the use of the applicable  prospectus may be resumed,  and (B) until it has
received copies of any additional or supplemental filings which are incorporated
by reference  in such  prospectus.  If so directed by the  Issuers,  Sprint will
deliver to the Issuers (at the expense of the  Issuers)  all copies,  other than
permanent file copies then in Sprint's  possession,  of the prospectus  covering
such Registrable Securities current at the time of receipt of such notice.

5.       Registration Expenses

                  All expenses incident to the performance of or compliance with
this Agreement by the Issuers,  including,  without limitation, all registration
and filing  fees of the  Commission,  the  National  Association  of  Securities
Dealers Inc. and other agencies, fees and expenses of compliance with securities
or blue sky laws  (including  reasonable  fees and  disbursements  of counsel in
connection with blue sky qualifications of the Registrable  Securities),  rating
agency fees,  printing expenses,  expenses incurred by the Issuers in connection
with  presentations to prospective  investors,  messenger and delivery expenses,
internal expenses (including,  without limitation,  all salaries and expenses of
its officers and employees  performing legal or accounting duties), the fees and
expenses  incurred in connection with the listing,  if any, of the securities to
be registered on any securities  exchange and fees and  disbursements of counsel
for the  Issuers  and the  Issuers'  independent  certified  public  accountants
(including the expenses of any special audit or "cold comfort"  letters required
by or incident to such performance), securities acts liability insurance (if the
Issuers  elect to obtain such  insurance),  the fees and expenses of any special
experts  retained by the Issuers in connection with such  registration,  and the
fees and expenses of any other person retained by the Issuers (but not including
any  underwriting   discounts  or  commissions   attributable  to  the  sale  of
Registrable  Securities or other out-of-pocket expenses of Sprint (or the agents
who act on its behalf)  unless  reimbursement  is  specifically  approved by the
Issuers),  will be borne by the Issuers.  All such  expenses  are herein  called
"Registration Expenses". Notwithstanding the foregoing, the Issuers shall not be
required to pay for any Registration Expenses of any Demand Registration if such
registration request is subsequently  withdrawn at the request of Sprint, unless
Sprint agrees to forfeit its right to initiate one Demand Registration; provided
that if at the time of such withdrawal, Sprint has learned of a material adverse
change in the condition, business or prospects of the Issuers from that known to
Sprint at the time of its request,  then Sprint shall not be required to pay any
of such  expenses  and  shall  not  forfeit  its right to  initiate  one  Demand
Registration.

6.       Indemnification; Contribution

                  (a)  Indemnification  by the  Issuers.  The  Issuers  agree to
indemnify and hold harmless,  to the full extent permitted by law,  Sprint,  its
officers and directors and each person who controls  Sprint  (within the meaning
of the  Securities  Act),  and any agent  thereof  against all  losses,  claims,
damages,  liabilities  and expenses  (including  reasonable  attorney's fees and
expenses  of  investigation)  incurred  by such party  pursuant to any actual or
threatened suit,  action,  proceeding or  investigation  arising out of or based
upon any untrue or alleged untrue  statement of a material fact contained in any
Registration Statement,  prospectus or preliminary prospectus or any omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the
light of the  circumstances  under which they were made) not misleading,  except
insofar as the same arise out of or are based upon any such untrue  statement or
omission based upon  information  with respect to Sprint furnished in writing to
the Issuers by Sprint expressly for use therein. The Issuers shall also agree in
any underwriting  agreement  executed in connection with the sale of Registrable
Securities to indemnify and hold harmless the  underwriters  and their officers,
directors and control  persons to the same extent as provided  above with regard
to actual or alleged  statements in or omissions from a Registration  Statement,
except with respect to suits, actions, proceedings or investigations arising out
of statements furnished in writing to the Issuers by such underwriters or Sprint
expressly for use therein.

                  (b)   Indemnification   by  Sprint.  In  connection  with  any
Registration Statement in which Sprint is participating, Sprint will be required
to furnish to the Issuers in writing such  information with respect to Sprint as
the Issuers  reasonably request for use in connection with any such Registration
Statement or  prospectus,  and Sprint  agrees to  indemnify,  to the full extent
permitted by law, the  Issuers,  the  respective  directors,  partnership  board
representatives  and  officers of the Issuers and each person who  controls  the
Issuers  (within  the  meaning  of the  Securities  Act) and any agent  thereof,
against  all  losses,  claims,  damages,  liabilities  and  expenses  (including
reasonable attorney's fees and expenses of investigation) incurred by such party
pursuant to any actual or threatened suit,  action,  proceeding or investigation
arising  out of or based  upon any  untrue  or  alleged  untrue  statement  of a
material fact contained in any Registration statement, prospectus or preliminary
prospectus or any omission or alleged  omission to state therein a material fact
necessary to make the  statements  therein (in the case of a prospectus,  in the
light of the  circumstances  under which they are made) not  misleading,  to the
extent, but only to the extent,  that such untrue statement or omission is based
upon  information  relating  to Sprint  furnished  in writing to the  Issuers by
Sprint expressly for use therein.

                  (c) Conduct of  Indemnification  Proceedings.  Promptly  after
receipt by an  indemnified  party under this Section 6 of written  notice of the
commencement of any action, proceeding,  suit or investigation or threat thereof
made in writing for which such indemnified  party may claim  indemnification  or
contribution pursuant to this Agreement,  such indemnified party shall notify in
writing the indemnifying  party of such commencement or threat; but the omission
so to notify the  indemnifying  party  shall not  relieve it from any  liability
which  it  may  have  to  any  indemnified  party  (x)  hereunder,   unless  the
indemnifying party is actually  prejudiced  thereby, or (y) otherwise than under
this Section 6. In case any such  action,  suit or  proceeding  shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
therein and the  indemnifying  party  shall  assume the  defense  thereof,  with
counsel reasonably  satisfactory to the indemnified party and the payment of all
expenses.  The indemnified party shall have the right to employ separate counsel
in any  such  action,  suit or  proceeding  and to  participate  in the  defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such indemnified party unless (i) the indemnifying  party has agreed to pay such
fees and expenses or (ii) the indemnifying party shall have failed to assume the
defense of such  action,  suit or  proceeding  or to employ  counsel  reasonably
satisfactory  to the  indemnified  party therein or to pay all expenses or (iii)
the named  parties to any such action or  proceeding  (including  any  impleaded
parties) include both the indemnified  party and the indemnifying  party and the
indemnified  party shall have been  advised by counsel  that there may be one or
more legal defenses  available to the indemnified party which are different from
or additional to those available to the indemnifying  party and which may result
in a conflict  between the  indemnifying  party and such  indemnified  party (in
which case, if the indemnified party notifies the indemnifying  party in writing
that the indemnified  party elects to employ separate  counsel at the expense of
the  indemnifying  party,  the  indemnifying  party  shall not have the right to
assume the defense of such  action or  proceeding  on behalf of the  indemnified
party, it being understood,  however,  that the indemnifying party shall not, in
connection  with  any one  such  action,  suit or  proceeding  or  separate  but
substantially  similar  or related  actions,  suits or  proceedings  in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and expenses of more than one separate  firm of attorneys at
any time for the indemnified party, which firm shall be designated in writing by
the indemnified party).

                  (d) Contribution.  If the indemnification provided for in this
Section 6 from the  indemnifying  party is unavailable  to an indemnified  party
hereunder in respect of any losses,  claims,  damages,  liabilities  or expenses
referred to therein,  then the indemnifying  party, in lieu of indemnifying such
indemnified  party,  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses,  claims,  damages,  liabilities or
expenses in such  proportion as is  appropriate to reflect the relative fault of
the  indemnifying  party and  indemnified  party as well as any  other  relevant
equitable considerations.  The relative fault of such indemnifying party and the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  party,  and the  parties'  relative  intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitation  set  forth in  Section  6(e),  any legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section 6(d) were determined by pro
rata  allocation or by any other method of  allocation  which does not take into
account the equitable  considerations  referred to in the immediately  preceding
paragraph. 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.

                  (e)  Limitation.  Anything to the  contrary  contained in this
Section 6 or in Section 7 hereof notwithstanding, Sprint shall not be liable for
indemnification and contribution payments aggregating an amount in excess of the
maximum  amount  received by Sprint in connection  with any sale of  Registrable
Securities as contemplated herein.

7.       Participation in Underwritten Registrations

                  Sprint may not  participate in any  underwritten  registration
hereunder  unless  Sprint (a) agrees to sell  Sprint's  securities  on the basis
provided in any  customary  underwriting  arrangements  and to comply with Rules
10b-6 and 10b-7 under the  Exchange  Act,  and (b)  completes  and  executes all
questionnaires,  appropriate and limited powers of attorney,  escrow agreements,
indemnities,  underwriting  agreements and other documents  reasonably  required
under  the  terms  of such  underwriting  arrangements,  provided  that all such
documents shall be consistent with the provisions of Section 6 hereof.

8.       Rule 144 and Rule 144A

                  The  Issuers  covenant  that they will timely file the reports
required  to be  filed  by them  under  the  Securities  Act and the  Securities
Exchange Act of 1934, as amended,  and the rules and regulations  adopted by the
Commission  thereunder.  So long as the  Issuers  are not  required to file such
reports following a public offering, they will, upon the request of Sprint, make
publicly available other information to the extent, and so long as, necessary to
permit  sales of the  Registrable  Securities  pursuant to Rule 144 or Rule 144A
under the  Securities  Act, and they will take such further action as Sprint may
reasonably  request,  all to the  extent  required  from  time to time to enable
Sprint to sell Registrable  Securities without registration under the Securities
Act within the limitation of the  exemptions  provided by Rule 144 and Rule 144A
under the Securities Act, as such Rules may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission,  in each case to
the extent such rules may otherwise be available to Sprint.  Upon the reasonable
request of Sprint,  the Issuers will deliver to Sprint a written statement as to
whether they have complied with such requirements.

9.       Additional Provisions

                  (a)      No Inconsistent Agreements.  The Issuers will not 
hereafter enter into any agreement with respect to their securities which is in-
consistent with the rights granted to Sprint in this
Agreement.

                  (b)  Amendments  and  Waivers.  Except as  otherwise  provided
herein,  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  Issuers  have  obtained  the  written  consent of
Sprint.

                  (c)      Notices.  All  communications  under  this  Agreement
shall be sufficiently given if delivered by hand  or  by  overnight  courier  or
mailed by registered or certified mail, postage prepaid, addressed,

                           (1) if to Sprint Spectrum, to:

                               Sprint Spectrum L.P.
                               4900 Main Street - Twelfth Floor
                               Kansas City, Missouri 64112
                               Attention: Joseph M. Gensheimer, Esq.

                           (2) if to FinCo, to:

                               Sprint Spectrum Finance Corporation
                               4900 Main Street - Twelfth Floor
                               Kansas City, Missouri 64112
                               Attention: Joseph M. Gensheimer, Esq.

                           (3) if to Sprint, to:

                               Sprint Corporation
                               2330 Shawnee Mission Parkway
                               Westwood, Kansas  66205
                               Attention:  General Counsel

                  (d) Successors  and Assigns;  Holders as  Beneficiaries.  This
Agreement  shall  inure to the  benefit of and be binding  upon the  parties and
their  respective  successors  and assigns,  and the  agreements  of the Issuers
herein shall inure to the benefit of Sprint and its  respective  successors  and
assigns,  including,  without  limitation,  and  without the need for an express
assignment, subsequent holders of Registrable Securities.

                  (e) 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.

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

                  (g)      Governing Law.  This Agreement shall be  governed  by
and construed in accordance with the laws of the State of New York.

                  (h) Severability;  Specific Enforcement. In the event that any
one or more of the provisions  contained herein,  or the application  thereof in
any circumstances,  is held invalid,  illegal,  or unenforceable for any reason,
the validity,  legality and  enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Issuers and Sprint shall be enforceable to the fullest extent  permitted by law.
Each of Sprint and the Issuers  acknowledges that the other party would not have
an  adequate  remedy  at law for  money  damages  in the  event  that any of the
covenants or agreements of the other party in this  Agreement were not performed
in accordance with its terms and therefore  agrees that the other party shall be
entitled  to  specific  enforcement  of  such  covenants  or  agreements  and to
injunctive and other  equitable  relief in addition to any other remedy to which
it may be entitled, at law or in equity.

                  (i)  Entire  Agreement.  This  Agreement  is  intended  by the
parties as a final  expression of their  agreement and 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 and  therein.  There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or  referred  to  herein  and  therein.  This  Agreement  supersedes  all  prior
agreements and  understandings  between the parties with respect to such subject
matter.

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


                                      SPRINT SPECTRUM L.P.

                                      By:  Sprint Spectrum Holding
                                            Company, L.P.,
                                            its General Partner


                                      By:  /s/ Robert E. Sleet, Jr.
                                      Name:  Robert E. Sleet, Jr.
                                      Title:  Treasurer


                                      SPRINT SPECTRUM FINANCE CORPORATION


                                      By:  /s/ Robert E. Sleet, Jr.
                                      Name:  Robert E. Sleet, Jr.
                                      Title:  Assistant Treasurer


                                      SPRINT CORPORATION


                                      By:   /s/ Arthur B. Krause
                                      Name:  Arthur B. Krause
                                      Title:  Executive Vice President and
                                               Chief Financial Officer