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EXHIBIT 4.12
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CLASS B COMMON STOCK AND
WARRANT REGISTRATION RIGHTS AGREEMENT

Dated as of ________ __, 1996

Among

PCS DEVELOPMENT CORPORATION
as Issuer,

and

LEHMAN BROTHERS INC.
on behalf of itself and
DONALDSON LUFKIN & JENRETTE SECURITIES CORPORATION
CHASE SECURITIES INC. and
TORONTO DOMINION SECURITIES (USA) INC.
as Underwriters

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TABLE OF CONTENTS

Page
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Piggy-Back Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4. Limitations, Conditions and Qualifications
to Obligations Under Registration Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

5. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

6. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

8. Restrictions on Sale by the Company and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(a) No Inconsistent Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(b) Adjustments Affecting Registrable Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(c) Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(d) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(e) Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(f) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(g) Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(h) Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(i) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(j) Securities Held by the Company or its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(k) Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(l) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

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CLASS B COMMON STOCK AND
WARRANT REGISTRATION RIGHTS AGREEMENT

This Class B Common Stock and Warrant Registration Rights
Agreement (the "Agreement") is dated as of ________ __, 1996, among PCS
Development Corporation, a Delaware corporation (the "Company"), and Lehman
Brothers Inc., on behalf of itself and Donaldson, Lufkin & Jenrette Securities
Corporation, Chase Securities Inc. and Toronto Dominion Securities (USA) Inc.
(the "Underwriters").

This Agreement is entered into in connection with the
Underwriting Agreement, dated ________ __, 1996, among the Company and Lehman
Brothers Inc. on behalf of the Underwriters (the "Underwriting Agreement"),
which provides for the sale by the Company to the Underwriters of ________
units (the "Units") consisting of $___________ aggregate principal amount of
the Company's ____% Senior Discount Notes due 2006 and an aggregate of ________
Warrants each to purchase one share of the Company's Class B common stock, par
value $1.00 per share (the "Class B Common Stock"). In order to induce the
Underwriters to enter into the Underwriting Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement for the benefit
of the Underwriters and their direct and indirect transferees and assigns. The
execution and delivery of this Agreement is a condition to the Underwriters'
obligation to purchase the Units pursuant to the Underwriting Agreement.

The parties hereby agree as follows:

1. Definitions

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

Advice: See Section 5 hereof.

Affiliate: When used with reference to any Person, any other
Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, the referent Person or such
other Person, as the case may be. For the purposes of this
definition, "control" when used with respect to any specified Person
means the power to direct or cause the direction of management or
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the
foregoing.

Agreement: See the introductory paragraphs hereto.

Class B Common Stock: See the introductory paragraphs hereto.

Company: See the introductory paragraphs hereto.

Current Market Value: Current Market Value as defined in the
Warrant Agreement.

Demand Registration: See Section 2(a) hereof.

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

Exercise Event: Exercise Event as defined in the Warrant
Agreement.

Holder: Each of the Underwriters, for so long as it owns any
Warrants and/or Warrant Shares, and each of its successors, assigns
and direct or indirect transferees who become registered owners of
such Warrants or Warrant Shares.

Included Securities: See Section 2(a) hereof.

Indemnified Person: See Section 7(c) hereof.

Indemnifying Person: See Section 7(c) hereof.

Independent Financial Expert: Independent Financial Expert as
defined in the Warrant Agreement.

Inspectors: See Section 5(n) hereof.

NASD: The National Association of Securities Dealers, Inc.

Participant: See Section 7(a) hereof.

Person: An individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association, union,
business association, firm or other legal entity.

Piggy-Back Registration: See Section 3(a) hereof.

Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to
completion and a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, and all
other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
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Purchase Date: See Section 2(b) hereof.

Records: See Section 5(n) hereof.

Registrable Securities: Each Warrant Share and any other
securities issued or issuable with respect to any Registrable
Securities by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise until the earliest to occur of
(i) a Registration Statement covering such Warrant Share (and other
securities, if any) has been declared effective by the SEC and such
Warrant Share (and other securities, if any) has been sold,
transferred or disposed of in accordance with such Registration
Statement, (ii) such Warrant Shares shall have ceased to be
outstanding or (iii) such Warrant Shares shall have been distributed
to the public under Rule 144.

Registration Statement: Any registration statement or an
appropriate form of the Company filed with the SEC pursuant to the
Securities Act which covers any of the Registrable Securities pursuant
to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference
therein.

Requisite Securities: A number of Registrable Securities
equal to not less than 25% of the then-outstanding Registrable
Securities held in the aggregate by all Holders.

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

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

SEC: The Securities and Exchange Commission.

Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.
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Selling Holder: A Holder who is selling Registrable
Securities in accordance with the provisions of Section 2 or 3 hereof.

Underwritten Registration or Underwritten Offering: A
registration in which securities of the Company are sold to an
underwriter for resale to the public.

Underwriters: See the introductory paragraphs hereto.

Underwriting Agreement: See the introductory paragraphs
hereto.

Units: See the introductory paragraphs hereto.

Warrant Agreement: The Warrant Agreement, dated as of
________ __, 1996, between the Company and United States Trust Company
of New York as warrant agent, as amended or supplemented from time to
time in accordance with the terms thereof, pursuant to which the
Warrants are being issued.

Warrant Shares: The shares of Class B Common Stock
deliverable upon exercise of the Warrants.

Warrants: See the introductory paragraphs hereto.

Withdrawal Election: See Section 3 hereof.

2. Registration Rights

(a) At any time from and after the occurrence of an Exercise
Event, Holders owning, individually or in the aggregate, not less than the
Requisite Securities may make a written request for registration under the
Securities Act of their Registrable Securities (a "Demand Registration").
Within 120 days of the receipt of such written request for a Demand
Registration, the Company shall file with the SEC and use its best efforts to
cause to become effective under the Securities Act one Registration Statement
with respect to such Registrable Securities, unless, in the opinion of counsel
to the Company as further described in, and subject to the provisions of,
Section 4(b) below, an exemption from the registration requirements of the
Securities Act is then available for the sale and subsequent resale by any
Person who is not an Affiliate of the Company of the Warrant Shares. Any such
request will specify the number of Registrable Securities proposed to be sold
and will also specify the intended method of disposition thereof. The Company
shall give written notice of such registration request to all other Holders of
Registrable Securities within 15 days after the receipt thereof. Within 20
days after receipt by any Holder of Registrable Securities of such notice from
the Company, such Holder may request in writing that such Holder's Registrable
Securities be included in such Registration Statement and the Company shall
include in such Registration Statement the Registrable Securities
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of any such Holder requested to be so included (the "Included Securities").
Each such request by such other Holders shall specify the number of Included
Securities proposed to be sold and the intended method of disposition thereof.
Subject to paragraphs (b) and (c) hereof, the Company shall be required to
register Registrable Securities pursuant to this paragraph (a) on only one
occasion.

Subject to paragraph (e) hereof, no other securities of the
Company except securities held by any Holder or any of their respective
Permitted Transferees and any Person entitled to exercise "piggy-back"
registration rights pursuant to contractual commitments of the Company shall be
included in a Demand Registration.

(b) Notwithstanding the foregoing provisions of paragraph
2(a) hereof, the Company shall not be obligated to effect a Demand Registration
if the Company offers to purchase all of the Registrable Securities on a date
(the "Purchase Date") not more than 90 days after the receipt of the written
request for a Demand Registration at a price equal to the Current Market Value
of such Registrable Securities.

If the Company elects to make an offer to purchase under this
paragraph 2(b), it shall mail a notice to all Holders, by first class mail, not
less than 30 nor more than 60 days before the Purchase Date, at their addresses
set forth on the records of the registrar. The notice will contain all
instructions and materials necessary to enable such Holders to tender their
Registrable Securities including:

(i) that the offer is being made pursuant to this
paragraph 2(b);

(ii) the identity of the Independent Financial Expert;

(iii) the Current Market Value of a Registrable Security;

(iv) the Purchase Date (which shall be at least 20
Business Days from the date of mailing such notice or such longer
period as may be required by law);

(v) that Holders electing to have Registrable Securities
purchased will be required to surrender their certificates
representing such Registrable Securities, together with a letter of
transmittal duly completed, to the Company at the address set forth in
the notice, no later than the close of business on the Business Day
prior to the Purchase Date;

(vi) that Holders will be entitled to withdraw their
election if the Company receives, prior to the purchase date, a
telegram, telex or facsimile transmission not later
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than 5 Business Days prior to the Purchase Date setting forth the name
of the Holder, the number of Registrable Securities delivered for
purchase and a statement that such Holder is withdrawing its election
to have his Registrable Securities purchased; and

(vii) that Holders whose Registrable Securities are
purchased in part will be issued new Registrable Securities in number
equal to the unpurchased portion of the Registrable Securities
surrendered.

On the Purchase Date, the Company will accept all Registrable
Securities surrendered, pay to the Holders thereof the Current Market Value of
such Registrable Securities surrendered by them for purchase and issue and
authenticate certificates for the Registrable Securities not so purchased. The
Company shall comply with Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the purchase set forth in this
paragraph 2(b). Upon payment for all Registrable Securities tendered pursuant
to this paragraph 2(b), the Company shall be deemed to have effected the one
Demand Registration for purposes of Section 2(a).

(c) A Registration Statement will not be deemed to have been
effected as a Demand Registration unless it has been declared effective by the
SEC and the Company has complied in a timely manner and in all material
respects with all of its obligations under this Agreement with respect thereto;
provided, however, that if, after such Registration Statement has become
effective, the offering of Registrable Securities pursuant to such Registration
Statement is or becomes the subject of any stop order, injunction or other
order or requirement of the SEC or any other governmental or administrative
agency or court that prevents, restrains or otherwise limits the sale of
Registrable Securities pursuant to such Registration Statement for any reason
not attributable to any Holder participating in such registration and such
Registration Statement has not become effective within a reasonable time period
thereafter (not to exceed 30 days), such Registration Statement will be deemed
not to have been effected for purposes of Section 2(a). The Company shall use
its best efforts to keep such Demand Registration effective under the
Securities Act until at least the earlier of (A) an aggregate of 150 days after
the effective date thereof or (B) the consummation of the distribution by the
Holders of all of the Registrable Securities covered thereby. For purposes of
calculating the 150-day period referred to in the preceding sentence, any
period of time during which such Registration Statement was not effective shall
be excluded. The Holders of Registrable Securities shall be permitted to
withdraw all or any part of the Registrable Securities from a Demand
Registration at any time prior to the effective date of such Demand
Registration.
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(d) Each Holder of Registrable Securities whose Registrable
Securities are covered by a Registration Statement filed pursuant to this
Section 2 and are to be sold thereunder agrees, if and to the extent requested
by the managing underwriter or underwriters in an underwritten offering, not to
effect any public sale or distribution of Registrable Securities or of
securities of the Company of the same class as any securities included in such
Registration Statement (except as part of such underwritten offering), during
the 30-day period prior to, and during the 180-day period (or such shorter
period as may be required by such managing underwriter or underwriter(s))
beginning on, the commencement of each underwritten offering made pursuant to
such Registration Statement, to the extent timely notified in writing by the
Company or such managing underwriter or underwriters.

The foregoing provisions of this paragraph (d) shall not apply
to any Holder of Registrable Securities if such Holder is prevented by
applicable statute or regulation from entering into any such agreement;
provided, however, that any such Holder shall undertake, in its request to
participate in any such underwritten offering, not to effect any public sale or
distribution of any Registrable Securities commencing on the date of sale of
such Registrable Securities unless it has provided 45 days' prior written
notice of such sale or distribution to the underwriter or underwriters.

(e) If any of the Registrable Securities covered by a Demand
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Company and will be reasonably acceptable to the
Holders of the Requisite Securities to be sold thereunder.

No Holder of Registrable Securities may participate in any
underwritten registration pursuant to a Registration Statement filed under this
Agreement unless such Holder (i) agrees to (A) sell such Holder's Registrable
Securities on the basis provided in and in compliance with any underwriting
arrangements approved by the Company and the Holders of not less than a
majority of the Registrable Securities to be sold thereunder and (B) comply
with Rules 10b-6 and 10b-7 under the Exchange Act 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.

(f) In a registration pursuant to this Section 2 involving an
underwritten offering, if the managing underwriter or underwriters of such
underwritten offering have informed, in writing, the Company and the Selling
Holders who have requested such Demand Registration or who have sought
inclusion therein that in such underwriter's or underwriters' opinion the total
number of securities which the Selling Holders and any other
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Person desiring to participate in such registration intend to include in such
offering is such as to adversely affect the success of such offering, including
the price at which such securities can be sold, then the Company will be
required to include in such registration only the number of securities which it
is so advised should be included in such registration. In such event,
securities shall be registered in such registration in the following order of
priority: (i) first, the securities which have been requested to be included in
such registration by the Holders of Registrable Securities pursuant to this
Agreement (pro rata based on the amount of securities sought to be registered
by such Persons) and (ii) second, provided that no securities sought to be
included by the Holders have been excluded from such registration, the
securities of other Persons entitled to exercise "piggy-back" registration
rights pursuant to contractual commitments of the Company (pro rata based on
the amount of securities sought to be registered by such Persons).

3. Piggy-Back Registration

(a) If at any time the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering by
the Company for its own account or for the account of any of its
securityholders of any class of its common equity securities (other than a
Registration Statement on Form S-4 or S-8 (or any substitute form that may be
adopted by the SEC)), then the Company shall give written notice of such
proposed filing to the Holders of Registrable Securities as soon as practicable
(but in no event fewer than 20 days before the anticipated filing date), and
such notice shall offer such Holders the opportunity to register such number of
Registrable Securities as each such Holder may request in writing within 20
days after receipt of such written notice from the Company (which request shall
specify the Registrable Securities intended to be disposed of by such Selling
Holder and the intended method of distribution thereof) (a "Piggy-Back
Registration"), unless, in the opinion of counsel to the Company as further
described in, and subject to the provisions of, Section 4(b) below, an
exemption from the registration requirements of the Securities Act is then
available for the sale and subsequent resale by any Person who is not an
Affiliate of the Company of the Warrant Shares. The Company shall use its best
efforts to keep such Piggy-Back Registration continuously effective under the
Securities Act until at least the earlier of (i) 150 days after the effective
date thereof or (ii) the consummation of the distribution by the Holders of all
of the Registrable Securities covered thereby. The Company shall use its best
efforts to cause the managing underwriter or underwriters, if any, of such
proposed offering to permit the Registrable Securities requested to be included
in a Piggy-Back Registration to be included on the same terms and conditions as
any similar securities of the Company or any other securityholder included
therein and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method of distribution thereof. Any
Selling Holder shall have
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the right to withdraw its request for inclusion of its Registrable Securities
in any Registration Statement pursuant to this Section 3 by giving written
notice to the Company of its request to withdraw. The Company may withdraw a
Piggy- Back Registration at any time prior to the time it becomes effective or
the Company may elect to delay the registration; provided, however, that the
Company shall give prompt written notice thereof to participating Selling
Holders.

No registration effected under this Section 3, and no failure
to effect a registration under this Section 3, shall relieve the Company of its
obligation to effect a registration upon the request of Holders of Registrable
Securities pursuant to Section 2 hereof, and no failure to effect a
registration under this Section 3 and to complete the sale of securities
registered thereunder in connection therewith shall relieve the Company of any
other obligation under this Agreement.

(b) In a registration pursuant to this Section 3 involving an
underwritten offering, if the managing underwriter or underwriters of such
underwritten offering have informed, in writing, the Company and the Selling
Holders requesting inclusion in such offering that in such underwriter's or
underwriters' opinion the total number of securities which the Company, the
Selling Holders and any other Persons desiring to participate in such
registration intend to include in such offering is such as to adversely affect
the success of such offering, including the price at which such securities can
be sold, then the Company will be required to include in such registration only
the amount of securities which it is so advised should be included in such
registration. In such event: (i) in cases initially involving the
registration for sale of securities for the Company's own account, securities
shall be registered in such offering in the following order of priority: (A)
first, the securities which the Company proposes to register, and (B) second,
the securities which have been requested to be included in such registration by
the Holders of Registrable Securities pursuant to this Agreement, plus the
securities of other Persons entitled to exercise "piggy-back" registration
rights pursuant to contractual commitments of the Company (pro rata based on
the amount of securities sought to be registered by such Persons) and (ii) in
cases not initially involving the registration for sale of securities for the
Company's own account, securities shall be registered in such offering in the
following order of priority: (A) first, the securities of any Person whose
exercise of a "demand" registration right pursuant to a contractual commitment
of the Company is the basis for the registration (provided that if such Person
is a Holder of Registrable Securities, as among Holders of Registrable
Securities the priority shall be determined under paragraph 2(f) hereof), and
(B) second, the securities which have been requested to be included in such
registration by the Holders of Registrable Securities pursuant to this
Agreement, plus the securities of other Persons entitled to exercise
"piggy-back" registration rights pursuant to contractual commitments of the
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Company (pro rata based on the amount of securities sought to be registered by
such Persons) and (C) third, the securities which the Company proposes to
register.

If, as a result of the provisions of this paragraph (b), any
Selling Holder shall not be entitled to include all Registrable Securities in a
Piggy-Back Registration that such Selling Holder has requested to be included,
such Selling Holder may elect to withdraw its request to include Registrable
Securities in such registration (a "Withdrawal Election"); provided, however,
that a Withdrawal Election shall be irrevocable.

4. Limitations, Conditions and Qualifications to Obligations Under
Registration Covenants

The obligations of the Company set forth in Sections 2 and 3
hereof are subject to each of the following limitations, conditions and
qualifications:

(a) Subject to the next sentence of this paragraph, the
Company shall be entitled to postpone, for a reasonable period of
time, the filing or effectiveness of, or suspend the rights of any
Holders to make sales pursuant to, any Registration Statement
otherwise required to be prepared, filed and made and kept effective
by it hereunder; provided, however, that the duration of such
postponement or suspension may not exceed the earlier to occur of (i)
15 days after the cessation of the circumstances described in the next
sentence of this paragraph on which such postponement or suspension is
based or (ii) 120 days after the date of the determination of the
board of directors referred to in the next sentence, and the duration
of such postponement or suspension shall be excluded from the
calculation of the 150-day period described in Section 2(b) hereof.
Such postponement or suspension may only be effected if the board of
directors of the Company determines in good faith that the filing or
effectiveness of, or sales pursuant to, such Registration Statement
would materially impede, delay or interfere with any financing, offer
or sale of securities, acquisition, corporate reorganization or other
significant transaction involving the Company or any of its Affiliates
or require disclosure of material non-public information which the
Company has a bona fide business purpose for preserving as
confidential or such postponement or suspension is as a result of the
Selling Holders failure to comply with paragraph (c) hereof. If the
Company shall so postpone the filing of a Registration Statement it
shall, as promptly as possible, notify any Selling Holders of such
determination, and the Selling Holders shall (i) have the right, in
the case of a postponement of the filing or effectiveness of a
Registration Statement, upon the affirmative vote of the Holders of
not less than a majority of the Registrable
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Securities to be included in such Registration Statement, to withdraw
the request for registration by giving written notice to the Company
within 10 days after receipt of such notice or (ii) in the case of a
suspension of the right to make sales, receive an extension of the
registration period equal to the number of days of the suspension.
Any Demand Registration as to which the withdrawal election referred
to in the preceding sentence has been effected shall not be counted as
the one Demand Registration the Company is required to effect pursuant
to Section 2(a) hereof.

(b) The Company shall not be required by this Agreement to
register securities in a Registration Statement pursuant to Section 2
or 3 hereof if (i) in the written opinion of counsel to the Company,
addressed to the Holders and delivered to them, the Holders of such
securities seeking registration (other than Holders who are Affiliates
of the Company) would be free to sell, and the transferees of such
Holders would be free to resell all such securities without
registration under the Securities Act (without reliance on Rule 144
under the Securities Act) and (ii) all requirements, under the
Securities Act for effecting such sales and resales are satisfied at
such time; provided that, notwithstanding the above, the Company shall
be required to register such securities in a Registration Statement
pursuant to Section 2 or 3 hereof if (x) the Company has breached its
obligation under Section 7.3 of the Warrant Agreement or (y) a Person
who is an Affiliate of the Company solely by reason of holding Warrant
Shares desires to sell not less than the Requisite Securities, in the
case of a registration pursuant to Section 2, or any number of Warrant
Shares, in the case of a registration pursuant to Section 3.

(c) The Company's obligations shall be subject to the
obligations of the Selling Holders, which the Selling Holders
acknowledge, to furnish all information and materials and to take any
and all actions as may be required under applicable federal and state
securities laws and regulations to permit the Company to comply with
all applicable requirements of the SEC and to obtain any acceleration
of the effective date of such Registration Statement.

(d) The Company shall not be obligated to cause any special
audit to be undertaken in connection with any registration pursuant to
this Agreement unless such audit is requested by the underwriters with
respect to such registration.

5. Registration Procedures

In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Company shall effect such registrations
to permit the sale of the securities
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covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder the Company shall:

(a) Prepare and file with the SEC as soon as practicable but
in no event after the dates required hereunder, a Registration
Statement or Registration Statements as prescribed by Section 2 or 3
hereof, and use its best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein;
provided, however, that, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall
furnish to and afford the Holders of the Registrable Securities
covered by such Registration Statement, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated
by reference therein and all exhibits thereto) proposed to be filed
(in each case at least five business days prior to such filing). The
Company shall not file any Registration Statement or Prospectus or any
amendments or supplements thereto if the Holders of a majority of the
Registrable Securities covered by such Registration Statement, their
counsel or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective
for the time periods prescribed hereby; cause the related Prospectus
to be supplemented by any prospectus supplement required by applicable
law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the
Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in
such Prospectus as so supplemented. The Company shall be deemed not
to have used its best efforts to keep a Registration Statement
effective during the time periods prescribed hereby if it voluntarily
takes any action that would result in selling Holders of the
Registrable Securities covered thereby not being able to sell such
Registrable Securities during such periods unless such action is
required by applicable law or unless the Company complies with this
Agreement, including, without limitation, the provisions of Section
5(k) hereof and the last paragraph of this Section 5.

(c) Notify the Selling Holders, their counsel and the
managing underwriters, if any, promptly (but in any event within two
business days), and confirm such notice in writing, (i) when a
Prospectus or any prospectus supplement
15

or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same
has become effective under the Securities Act (including in such
notice a written statement that any Holder may, upon request, obtain,
at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that
purpose, (iii) if at any time when a prospectus is required by the
Securities Act to be delivered in connection with sales of the
Registrable Securities the representations and warranties of the
Company contained in any agreement (including any underwriting
agreement) contemplated by Section 5(m) hereof cease to be true and
correct, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable
Securities for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening
of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or
supplements to such Registration Statement, Prospectus or documents so
that, in the case of the Registration Statement, it will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it
will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading, and (vi) of the Company's
determination that a post-effective amendment to a Registration
Statement would be appropriate.

(d) Use its reasonable efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any
of the Registrable Securities, for sale in any jurisdiction, and, if
any such order is issued, to use its reasonable efforts to obtain the
withdrawal of any such order at the earliest possible moment.
16

(e) If requested by the managing underwriter or underwriters
(if any), or the Holders of a majority of the Registrable Securities
being sold in connection with an underwritten offering, (i) promptly
incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter or underwriters (if any),
such Holders or counsel for any of them determine is reasonably
necessary to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters
to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to such
Registration Statement.

(f) Furnish to each Selling Holder and to counsel and each
managing underwriter, if any, at the sole expense of the Company, one
conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all
exhibits.

(g) Deliver to each Selling Holder, their respective counsel
and the underwriters, if any, at the sole expense of the Company, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and
any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the last paragraph of this Section
5, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Selling Holders and the
underwriters or agents, if any, and dealers (if any) in connection
with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities,
use its best efforts to register or qualify and cooperate with the
Selling Holders, the managing underwriter or underwriters, if any, and
their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification)
of such Registrable Securities for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any
Selling Holder or the managing underwriter or underwriters reasonably
request; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is
not then so qualified, (ii) take any action that would subject it to
general service of process in any such jurisdiction where it is not
then so subject or (iii) subject itself to taxation in excess of a
nominal dollar
17

amount in any such jurisdiction where it is not then so subject.

(i) Cooperate with the Selling Holders and the managing
underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with
The Depository Trust Company; and enable such Registrable Securities
to be in such numbers and registered in such names as the managing
underwriter or underwriters, if any, or Holders may reasonably
request.

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

(k) Upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable
prepare and (subject to Section 5(a) hereof) file with the SEC, at the
sole expense of the Company, a supplement or post-effective amendment
to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the Registration
Statement, (i) provide the registrar for the Registrable Securities
with certificates for such securities in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for
such securities.

(m) Enter into an underwriting agreement as is customary in
underwritten offerings of equity securities similar to the Class B
Common Stock and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to
expedite or facilitate the registration or the disposition of such
Registrable Securities and, in such connection, (i) make
18

such representations and warranties to, and covenants with, the
underwriters with respect to the business of the Company and its
subsidiaries (including any acquired business, properties or entity,
if applicable) and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings of equity securities similar to
the Class B Common Stock, and confirm the same in writing if and when
requested; (ii) obtain the written opinion of counsel to the Company
and written updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters, addressed to
the underwriters covering the matters customarily covered in opinions
requested in underwritten offerings of equity securities similar to
the Class B Common Stock and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) obtain
"cold comfort" letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial
data are, or are required to be, included or incorporated by reference
in the Registration Statement), addressed to each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
underwritten offerings of equity securities similar to the Class B
Common Stock and such other matters as reasonably requested by the
managing underwriter or underwriters; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable than those set forth in
Section 7 hereof (or such other provisions and procedures acceptable
to Holders of at least the Requisite Securities covered by such
Registration Statement and the managing underwriter or underwriters or
agents) with respect to all parties to be indemnified pursuant to said
Section. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

(n) Make available for inspection by any Selling Holder, any
underwriter participating in the disposition of Registrable
Securities, if any, and any attorney, accountant or other agent
retained by any such Selling Holder or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable
business hours, all financial and other records, pertinent corporate
documents and instruments of the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due
19

diligence responsibilities, and cause the officers, directors and
employees of the Company and its subsidiaries to supply all
information reasonably requested by any such Inspector in connection
with such Registration Statement. Records which the Company
determines, in good faith, to be confidential and any Records which it
notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such information is, in the opinion of counsel for any
Inspector, necessary or advisable in connection with any action,
claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon,
relating to, or involving this Agreement, or any transactions
contemplated hereby or arising hereunder, (iv) the information is
received by any Inspector outside of his, her or its dealings with the
Company from a party not under an obligation of confidentiality to the
Company, directly or indirectly, or (v) the information in such
Records has been made generally available to the public, unless such
information is made public by any Inspector in breach of this
Agreement or by any other party directly or indirectly under an
obligation of confidentiality to the Company. Each Selling Holder
will be required to agree in writing pursuant to a confidentiality
agreement that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it
as the basis for any market transactions in the securities of the
Company unless and until such information is generally available to
the public. Each Selling Holder will be required to further agree
that it will, upon learning that disclosure of such Records is sought
in a court of competent jurisdiction, give notice to the Company and
allow the Company to undertake appropriate action to prevent
disclosure of the Records deemed confidential at the Company's sole
expense.

(o) Comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earnings
statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the
end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company
after the
20

effective date of a Registration Statement, which statements shall
cover said 12-month periods.

(p) Use its best efforts to cause all Registrable Securities
relating to such Registration Statement to be listed on each
securities exchange, if any, on which the Class A or Class B Common
Stock of the Company is then listed.

(q) Cooperate with the Selling Holders to facilitate the
timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive
legends and registered in such names as the Selling Holders may
reasonably request at least two business days prior to the closing of
any sale of Registrable Securities.

The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request. The
Company may exclude from such registration the Registrable Securities of any
seller who unreasonably fails to furnish such information within a reasonable
time after receiving such request. Each seller who is required to furnish
information hereunder agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such seller not materially misleading.

Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon actual receipt of any notice from the
Company of the happening of any event of the kind described in Section
5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof, such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 5(k) hereof,
or until it is advised in writing (the "Advice") by the Company that the use of
the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event the Company shall give any
such notice, the period of time for which a Registration Statement is required
hereunder to be effective shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such
Registration Statement shall have received (x) the copies of the supplemented
or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.
21

6. Registration Expenses

(a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company
whether or not a Registration Statement is filed or becomes effective,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering, (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions where the holders of Registrable Securities are located or as
provided in Section 5(h) hereof)) and (C) all fees and expenses of a qualified
independent underwriter, if any, (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, by the Holders of a majority of the
Registrable Securities included in any Registration Statement, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of
all other Persons retained by the Company, (viii) internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
if applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, securities
sales agreements, indentures and any other documents necessary in order to
comply with this Agreement.

(b) Each Holder of Registrable Securities shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to a
Registration Statement requested pursuant to Section 2 or 3 hereof. Each
Holder of Registrable Securities shall be responsible for paying all of its
out-of-pocket expenses.

7. Indemnification
22

(a) The Company agrees to indemnify and hold harmless each
Holder of Registrable Securities, the officers and directors of each such
Holder, and each Person, if any, who controls any such Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each, a "Participant"), from and against any and all losses,
claims, damages and liabilities (including, without limitation, the reasonable
legal fees and other expenses actually incurred in connection with any suit,
action or proceeding or any claim asserted) caused by, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Participant furnished to the Company in writing by such Participant
expressly for use therein; provided, however, that the Company will not be
liable if such untrue statement or omission or alleged untrue statement or
omission was contained or made in any preliminary prospectus and corrected in
the Prospectus or any amendment or supplement thereto and the Prospectus does
not contain any other untrue statement or omission or alleged untrue statement
or omission of a material fact that was the subject matter of the related
proceeding and any such loss, liability, claim, damage or expense suffered or
incurred by the Participants resulted from any action, claim or suit by any
Person who purchased Registrable Securities which are the subject thereof from
such Participant and it is established in the related proceeding that such
Participant failed to deliver or provide a copy of the Prospectus (as amended
or supplemented) to such Person with or prior to the confirmation of the sale
of such Registrable Securities sold to such Person if required by applicable
law, unless such failure to deliver or provide a copy of the Prospectus (as
amended or supplemented) was a result of noncompliance by the Company with
Section 5 of this Agreement.

(b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors and officers who sign
the Registration Statement and each Person who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
to the same extent as the foregoing indemnity from the Company to each
Participant, but only (i) with reference to information relating to such
Participant furnished to the Company in writing by such Participant expressly
for use in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus or (ii) with respect to
23

any untrue statement or representation made by such Participant in writing to
the Company. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of
Registrable Securities giving rise to such obligations.

(c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such Person (the
"Indemnified Person") shall promptly notify the Person against whom such
indemnity may be sought (the "Indemnifying Person") in writing, and the
Indemnifying Person, upon request of the Indemnified Person, shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may reasonably
designate in such proceeding and shall pay the reasonable fees and expenses
actually incurred by such counsel related to such proceeding; provided,
however, that the failure to so notify the Indemnifying Person shall not
relieve it of any obligation or liability which it may have hereunder or
otherwise (unless and only to the extent that such failure directly results in
the loss or compromise of any material rights or defenses by the Company and
the Company was not otherwise aware of such action or claim). In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed in writing to the contrary, (ii) the
Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, unless
there exists a conflict among Indemnified Persons, the Indemnifying Person
shall not, in connection with any one such proceeding or separate but
substantially similar related proceeding in the same jurisdiction arising out
of the same general allegations, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed promptly as
they are incurred. Any such separate firm for the Participants and such
control Persons of Participants shall be designated in writing by Participants
who sold a majority in interest of Registrable Securities sold by all such
Participants and any such separate firm for the Company, its directors, its
officers and such control Persons of the Company shall be designated in writing
by the Company. The Indemnifying Person shall not be liable for any settlement
of any proceeding effected without its prior written consent, but if settled
with such consent or if there be a final non-appealable judgment for the
plaintiff for which the
24

Indemnified Person is entitled to indemnification pursuant to this Agreement,
the Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested an Indemnifying Person to reimburse the
Indemnified Person for reasonable fees and expenses actually incurred by
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected without its consent if (i) such settlement is entered into
more than 30 days after receipt by such Indemnifying Person of the aforesaid
request and (ii) such Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement; provided, however, that the Indemnifying Person shall not be liable
for any settlement effected without its consent pursuant to this sentence if
the Indemnifying Person is contesting, in good faith, the request for
reimbursement. No Indemnifying Person shall, without the prior written consent
of the Indemnified Person effect any settlement or compromise of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party, or indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
written release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of any
Indemnified Person.

(d) If the indemnification provided for in the first and
second paragraphs of this Section 7 is for any reason unavailable to, or
insufficient to hold harmless, an Indemnified Person in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person
thereunder and in order to provide for just and equitable contribution, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect (i) the relative benefits received by the Indemnifying
Person or Persons on the one hand and the Indemnified Person or Persons on the
other from the offering of the Registrable Securities or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, not
only such relative benefits but also the relative fault of the Indemnifying
Person or Persons on the one hand and the Indemnified Person or Persons on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the
25

untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand or such Participant or such other Indemnified
Person, as the case may be, on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission, and any other equitable considerations appropriate in
the circumstances.

(e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 7, in no event
shall a Participant be required to contribute any amount in excess of the
amount by which proceeds received by such Participant from sales of Registrable
Securities exceeds the amount of any damages that such Participant has
otherwise been required to pay or has paid by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

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

8. Restrictions on Sale by the Company and Others

(a) The Company covenants and agrees that (i) it shall not,
and that it shall not cause or permit any of its subsidiaries to, effect any
public sale or distribution of any securities of the same class as any of the
Registrable Securities or any securities convertible into or exchangeable or
exercisable for such securities (or any option or other right for such
securities) during the 30-day period prior to, and during the 180-day period
(or such shorter period as may be required by such managing underwriter or
underwriter(s)) beginning on, the commencement of any underwritten offering of
Registrable Securities pursuant to a Demand Registration which has been
requested pursuant to this Agreement, or a Piggy-Back Registration which has
been scheduled, prior to the Company's or any of its subsidiaries' publicly
announcing its intention to
26

effect any such public sale or distribution; (ii) any agreement entered into
after the date of this Agreement pursuant to which the Company (or, if
applicable, any subsidiary of the Company) grants registration rights with
respect to any securities of the Company shall contain (x) a provision under
which the holders of such securities agree, in the event of an underwritten
offering of Registrable Securities, not to effect any public sale or
distribution of any securities of the same class as any of the Registrable
Securities (or any securities convertible into or exchangeable or exercisable
for any such securities), or any option or other right for such securities,
during the periods described in clause (i) of this Section 8(a), in each case
including a sale pursuant to Rule 144 (or any similar provisions then in
effect), and (y) a provision that effects, upon notice given pursuant to
Section 2 hereof to the Company that a Demand Registration of Registrable
Securities is to be undertaken, the lapse of any demand registration rights
with respect to any equity securities of the Company until the expiration of 60
days after the date of the completion of any such underwritten offering; (iii)
the Company will not, and the Company will not cause or permit any subsidiary
of the Company to, after the date hereof, enter into any agreement or contract
that conflicts with or limits or prohibits the full and timely exercise by the
Holders of Registrable Securities of the rights herein to request a Demand
Registration or to join in any Piggy-Back Registration; and (iv) it shall use
its reasonable efforts to secure the written agreement of each of its officers,
directors and stockholders to not effect any public sale or distribution of any
securities of the same class as the Registrable Securities (or any securities
convertible into or exchangeable or exercisable for any such securities) or any
option or right for such securities during the period described in clause (i)
of this Section 8(a).

(b) Each Holder of Registrable Securities whose Registrable
Securities are covered by a Registration Statement filed pursuant to Section 2
hereof and are to be sold thereunder agrees, to the extent permitted by
applicable law or regulation, that, if and to the extent requested by the
managing underwriter or underwriters in an underwritten offering, it shall not
effect any public sale or distribution of Registrable Securities or of
securities of the Company of the same class as any securities included in such
Registration Statement (except as part of such underwritten offering), during
the 30-day period prior to, and during the 180-day period (or such shorter
period as may be required by such managing underwriter or underwriter(s))
beginning on, the commencement of each underwritten offering made pursuant to
such Registration Statement, to the extent timely notified in writing by the
Company or such managing underwriter or underwriters.
27

9. Miscellaneous

(a) No Inconsistent Agreements. The Company has not entered
and will not enter into any agreement with respect to any of its securities
which (i) will grant to any Person piggy-back registration rights with respect
to a Registration Statement that are inconsistent with Section 2 or 3 hereof or
(ii) is inconsistent with the rights granted to the Holders of Registrable
Securities in the Agreement or otherwise conflicts with the provisions hereof.

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

(c) Amendments and Waivers. 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, otherwise than with the
prior written consent of the Holders of not less than a majority of the then
outstanding Registrable Securities; provided, however, that Section 7 and this
Section 9(c) may not be amended, modified or supplemented without the prior
written consent of each Holder (including any person who was a Holder of
Registrable Securities disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement;
provided, however, that the provisions of this sentence may not be amended,
modified or supplemented except in accordance with the provisions of the
immediately preceding sentence.

(d) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, next-day air courier or facsimile:

1. if to a Holder of Registrable Securities, at the most
current address of such Holder set forth on the records of the
registrar, with a copy in like manner to the Underwriters as follows:
28

c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Facsimile No: (212) 526-3738
Attention: Capital Markets Department

with a copy to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Facsimile No: (212) 455-2502
Attention: Vincent Pagano, Jr., Esq.

2. if to the Underwriters, at the addresses specified in
Section 10(d)(1);

3. if to the Company, at the addresses as follows:

PCS Development Corporation
15 South Main Street
Suite 810
Greenville, South Carolina 29601
Facsimile No: (864) 235-0841
Attention: Cecil L. Duffie, Jr.

with copies to:

Nelson Mullins Riley & Scarborough, L.L.P.
NationsBank Corporate Center
33rd Floor, Suite 3350
100 North Tryon Street
Charlotte, North Carolina 28202
Facsimile No: (704) 377-4814
Attention: H. Bryan Ives III, Esq.

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

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

(e) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders; provided, however, that this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign holds Registrable
Securities.
29

(f) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

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

(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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

(j) Securities Held by the Company or its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or its Affiliates shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

(k) Third Party Beneficiaries. Holders of Registrable
Securities are intended third party beneficiaries of this Agreement and this
Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the
Underwriting Agreement and the Warrant Agreement, is intended by the parties as
a final and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or
warranties, contracts, understandings, correspondence, conversations and
memoranda between the Underwriters on the one hand and the Company on the
other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors
30

in interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.
31

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

PCS DEVELOPMENT CORPORATION

By:
-----------------------------------
Name:
Title:

LEHMAN BROTHERS INC.
on behalf of itself and
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CHASE SECURITIES, INC.
TORONTO DOMINION SECURITIES
(USA) INC.

By LEHMAN BROTHERS INC.

By:
------------------------------
Authorized Representative