Registration Rights Agreement

Registration Rights Agreement

by Arch Wireless Inc
May 30th, 2002

                                                                  Execution Copy


                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement"), effective as of
the Effective Date (as defined below), is entered into by and among Arch
Wireless, Inc., a Delaware corporation ("AWI"), Arch Wireless Holdings, Inc., a
Delaware corporation and an indirect wholly-owned subsidiary of AWI ("AWHI" and
together with AWI, the "Arch Entities"), the holders of Registrable Securities
(as defined below) listed on Exhibit A attached hereto (the "Holders") and Arch
Wireless Communications, Inc., Paging Network Canadian Holdings, Inc., PageNet
SMR Sub, Inc., ArchTel, Inc., Arch Connecticut Valley, Inc., Benbow Investments,
Inc., MobileMedia Communications, Inc., Mobile Communications Corporation of
America, Paging Network, Inc., PageNet, Inc., Paging Network of America, Inc.,
Paging Network of Colorado, Inc., Paging Network of Northern California, Inc.,
Paging Network of Michigan, Inc., Paging Network Finance Corp., Paging Network
International, Inc., Paging Network of San Francisco, Inc., Arch Communication
Enterprises, LLC and MobileMedia License Co., L.L.C. (together with AWI, the
"Guarantors").

                                    Recitals

         WHEREAS, a Plan of Reorganization under Chapter 11 of the United States
Bankruptcy Code (the "Plan") for AWI and all of its domestic subsidiaries,
including AWHI, was confirmed on May 14, 2002 by order of the United States
Bankruptcy Court for the District of Massachusetts, Western Division, in Case
No. 01-47330-HJB, and has become effective.

         WHEREAS, in connection with the Plan and the transactions contemplated
thereby, each of the Holders has become a beneficial owner of (i) 10% Senior
Subordinated Secured Notes due 2007 (and the guarantees thereof) of AWHI (the
"New Senior Secured Notes") and 12% Subordinated Secured Compounding Notes due
2009 (and the guarantees thereof) of AWHI (the "New Subordinated Secured Notes"
and together with the New Senior Secured Notes, the "New Notes") and (ii) shares
of common stock, $.001 par value per share, of AWI (the "Common Stock").

         WHEREAS, AWHI's obligations with respect to the New Notes have been
guaranteed by each Guarantor.

         WHEREAS, in accordance with the Plan, the Arch Entities desire to
provide for the registration of the sale by the Holders of the Registrable
Securities (as defined below) from time to time, on the terms and subject to the
conditions below.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

         1. Certain Definitions.

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

                  "Arch Entities" has the meaning ascribed to it in the
introductory paragraph hereto.




                  "AWHI" has the meaning ascribed to it in the introductory
paragraph hereto.

                  "AWI Registration Statement" means a registration statement
filed by AWI with the Commission for a public offering and sale of securities of
AWI (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).

                  "AWI" has the meaning ascribed to it in the introductory
paragraph hereto.

                  "AWHI Registration Statement" means a registration statement
filed by AWHI with the Commission for a public offering and sale of securities
of AWHI (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).

                  "Commission" means the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.

                  "Common Stock" has the meaning ascribed to it in the
introductory paragraph hereto.

                  "Effective Date" means the Effective Date as defined in the
Plan.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.

                  "Holders" has the meaning ascribed to it in the introductory
paragraph hereto.

                  "Indemnified Party" means a party entitled to indemnification
pursuant to Section 8.

                  "Indemnifying Party" means a party obligated to provide
indemnification pursuant to Section 8.

                  "Initiating Common Holders" means the Holders initiating a
request for registration of Registrable Common Securities pursuant to Section
2.1.

                   "Initiating Note Holders" means the Holders initiating a
request for registration of Registrable Note Securities pursuant to Section 4.1.

                   "New Notes" has the meaning ascribed to it in the recitals
hereto.

                  "New Senior Secured Notes" has the meaning ascribed to it in
the recitals hereto.

                  "New Subordinated Secured Notes" has the meaning ascribed to
it in the recitals hereto.

                                       2


                  "Other Holders" means holders of securities of either or both
of the Arch Entities (other than Holders) who are entitled, by contract with
either or both of the Arch Entities, to have securities included in a
Registration Statement.

                  "Plan" has the meaning ascribed to it in the recitals hereto.

                  "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  "Registrable Common Securities" means the shares of Common
Stock that are acquired by a Holder pursuant to the Plan and any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations or similar events); provided,
however, that shares of Common Stock which are Registrable Common Securities
shall cease to be Registrable Common Securities if and when such shares of
Common Stock (i) have been sold pursuant to a Registration Statement or Rule 144
under the Securities Act or (ii) become eligible for sale pursuant to Rule
144(k) under the Securities Act.

                  "Registrable Note Securities" means the New Notes that are
acquired by a Holder pursuant to the Plan; provided, however, that such
securities which are Registrable Note Securities shall cease to be Registrable
Note Securities if and when such securities (i) have been sold pursuant to a
Registration Statement or Rule 144 under the Securities Act or (ii) become
eligible for sale pursuant to Rule 144(k) under the Securities Act.

                   "Registrable Securities" means the Registrable Common
Securities and the Registrable Note Securities, collectively.

                  "Registration Statement" means an AWI Registration Statement
or an AWHI Registration Statement, as applicable.

                  "Registration Expenses" means all expenses incurred by the
Arch Entities in complying with the provisions of this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees,
printing expenses, fees and expenses of counsel for the Arch Entities, and the
reasonable fees and expenses of one counsel selected by the Selling Holders to
represent the Selling Holders, state Blue Sky fees and expenses, and the expense
of any special audits or comfort letters incident to or required by any such
registration, but excluding underwriting discounts, selling commissions and the
fees and expenses of Selling Holders' own counsel (other than the counsel
selected to represent all Selling Holders).

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.

                  "Selling Holder" means any Holder owning Registrable
Securities included in a Registration Statement.

                                       3


         2. Common Stock Demand Registration Rights.

                  2.1 At any time and from time to time after the date of this
Agreement, a Holder or Holders holding in the aggregate 8% of the Registrable
Common Securities then outstanding may request, in writing, that AWI effect the
registration on Form S-3, if available, and, if not, on any other form AWI is
eligible to use, of all or a portion of the Registrable Common Securities owned
by such Holder or Holders .

                  2.2 (a) Upon receipt of any request for registration pursuant
to this Section 2, AWI shall promptly give written notice of such proposed
registration to all other Holders. Such Holders shall have the right, by giving
written notice to AWI within 30 days after AWI provides its notice, to elect to
have included in such registration such of their Registrable Common Securities
as such Holder may request in such notice of election, subject in the case of an
underwritten offering to the terms of Section 2.3. Thereupon, AWI shall, as
expeditiously as reasonably practicable, use its best efforts to effect the
registration on an appropriate registration form of all Registrable Common
Securities which AWI has been requested so to register.

                  (b) With respect to any registration pursuant to this Section
2, AWI may provide written notice thereof to Other Holders and may, subject in
the case of an underwritten offering to the terms of Section 2.3, include the
Common Stock of such Other Holders in such registration on the terms set forth
herein applicable to the Holders.

                  2.3 If the Initiating Common Holders intend to distribute the
Registrable Common Securities covered by their request by means of an
underwriting, they shall so advise AWI as a part of their request made pursuant
to Section 2.1, and AWI shall include such information in its written notice
referred to in Section 2.2. In such event, (i) the right of any other Holder to
include its Registrable Common Securities in such registration pursuant to
Section 2.1 shall be conditioned upon such other Holder's participation in such
underwriting on the terms set forth herein, and (ii) all Holders including
Registrable Common Securities in such registration shall enter into an
underwriting agreement upon customary terms with the underwriter or underwriters
managing the offering. The Initiating Common Holders shall have the right to
select the managing underwriter(s) for any underwritten offering requested
pursuant to Section 2.1, subject to the approval of AWI, which approval will not
be unreasonably withheld, conditioned or delayed. If any Holder who has
requested inclusion of its Registrable Common Securities in such registration as
provided above disapproves of the terms of the underwriting, such person may
elect, by written notice to AWI, to withdraw its Registrable Common Securities
from such AWI Registration Statement and underwriting. If AWI desires that any
officers or directors of AWI holding Common Stock be included in any
registration for an underwritten offering requested pursuant to Section 2.1 or
if Other Holders request such inclusion, AWI may include Common Stock held by
such officers, directors and Other Holders in such registration and underwriting
on the terms set forth herein applicable to the Holders. If the managing
underwriter advises AWI in writing that marketing factors require a limitation
on the number of shares to be underwritten, the shares held by officers or
directors of AWI and by Other Holders shall be excluded from such AWI
Registration Statement and underwriting to the extent deemed advisable by the
managing underwriter, and if a further reduction of the number of shares is
required, the number of shares that may be included in such AWI Registration
Statement and underwriting shall be allocated among all Holders requesting
registration in

                                       4


proportion, as nearly as practicable, to the respective number of Registrable
Common Securities held by them on the date of the request for registration made
by the Initiating Common Holders pursuant to Section 2.1. If any such Holder
would thus be entitled to include more shares than such Holder requested to be
registered, the excess shall be allocated among other participating Holders pro
rata in the manner described in the preceding sentence. If the managing
underwriter has not limited the number of Registrable Common Securities or other
shares of Common Stock to be underwritten, AWI may include securities for its
own account in such registration if the managing underwriter so agrees and if
the number of Registrable Common Securities and other shares of Common Stock
which would otherwise have been included in such registration and underwriting
will not thereby be limited.

                  2.4 AWI, AWHI and the Guarantors, if applicable, shall not be
required, collectively, to effect more than two registrations pursuant to
Section 2.1 and Section 4.1, except that if a request for registration is made
pursuant to Sections 2.1 and 4.1 at the same time, such requests shall be
treated as one registration for purposes of this Section 2.4. For purposes of
this Section 2.4, an AWI Registration Statement shall not be counted until such
time as such AWI Registration Statement has been declared effective by the
Commission (unless the Initiating Common Holders withdraw their request for such
registration (other than as a result of information concerning the business or
financial condition of AWI which is made known to the Holder after the date on
which such registration was requested) and elect not to pay the Registration
Expenses therefor pursuant to Section 7.1). For purposes of this Section 2.4, an
AWI Registration Statement shall not be counted if, as a result of an exercise
of the underwriter's cut-back provisions, less than 50% of the total number of
Registrable Common Securities that Holders have requested to be included in such
AWI Registration Statement are so included.

                  2.5 If at the time of any request to register Registrable
Common Securities by Initiating Common Holders pursuant to this Section 2, an
Arch Entity is engaged or has plans to engage in a registered public offering or
is engaged in any other activity which, in the good faith determination of AWI's
Board of Directors, would be adversely affected by the requested registration,
then AWI may at its option direct that such request be delayed for a period not
in excess of three months from the date of such request, such right to delay a
request to be exercised by AWI not more than once in any 12-month period.

         3. Common Stock Incidental Registration Rights

                  3.1 Whenever AWI proposes to file an AWI Registration
Statement covering shares of Common Stock (other than an AWI Registration
Statement filed pursuant to Section 2) at any time and from time to time, it
will, prior to such filing, give written notice to all Holders of its intention
to do so. Upon the written request of a Holder or Holders given within 20 days
after AWI provides such notice (which request shall state the intended method of
disposition of such Registrable Common Securities), AWI shall use its best
efforts to cause all Registrable Common Securities which AWI has been requested
by such Holder or Holders to register to be registered under the Securities Act
to the extent necessary to permit their sale or other disposition in accordance
with the intended methods of distribution specified in the request of such
Holder or Holders; provided that AWI shall have the right to postpone or
withdraw any registration effected pursuant to this Section 3 without obligation
to any Holder.



                                       5


                  3.2 If the registration for which AWI gives notice pursuant to
Section 3.1 is a registered public offering involving an underwriting, AWI shall
so advise the Holders as a part of the written notice given pursuant to Section
3.1. In such event, (i) the right of any Holder to include its Registrable
Common Securities in such registration pursuant to this Section 3 shall be
conditioned upon such Holder's participation in such underwriting on the terms
set forth herein and (ii) all Holders including Registrable Common Securities in
such registration shall enter into an underwriting agreement upon customary
terms with the underwriter or underwriters selected for the underwriting by AWI.
If any Holder who has requested inclusion of its Registrable Common Securities
in such registration as provided above disapproves of the terms of the
underwriting, such person may elect, by written notice to AWI, to withdraw its
shares from such AWI Registration Statement and underwriting. If the managing
underwriter advises AWI in writing that marketing factors require a limitation
on the number of shares to be underwritten, the shares held by holders other
than Holders and Other Holders shall be excluded from such AWI Registration
Statement and underwriting to the extent deemed advisable by the managing
underwriter, and if a further reduction of the number of shares is required, the
number of shares that may be included in such AWI Registration Statement and
underwriting shall be allocated among all Holders and Other Holders requesting
registration in proportion, as nearly as practicable, to the respective number
of shares of Common Stock held by them on the date AWI gives the notice
specified in Section 3.1. If any Holder or Other Holder would thus be entitled
to include more shares than such holder requested to be registered, the excess
shall be allocated among other requesting Holders and Other Holders pro rata in
the manner described in the preceding sentence.

         4. New Note Demand Registration Rights.

                  4.1 At any time and from time to time after the date of this
Agreement, a Holder or Holders holding in the aggregate 8% of the aggregate
principal amount of Registrable Note Securities then outstanding may request, in
writing, that AWHI and the Guarantors effect the registration on Form S-3, if
available, and, if not, on any other form AWHI and the Guarantors are eligible
to use, of all or a portion of the Registrable Note Securities owned by such
Holder or Holders .

                  4.2 (a) Upon receipt of any request for registration pursuant
to this Section 4, AWHI shall promptly give written notice of such proposed
registration to all other Holders. Such Holders shall have the right, by giving
written notice to AWHI within 30 days after AWHI provides its notice, to elect
to have included in such registration such of their Registrable Note Securities
as such Holder may request in such notice of election, subject in the case of an
underwritten offering to the terms of Section 4.3. Thereupon, AWHI and the
Guarantors shall, as expeditiously as reasonably practicable, use their
respective best efforts to effect the registration on an appropriate
registration form of all Registrable Note Securities which AWHI and the
Guarantors have been requested so to register.

                  (b) With respect to any registration pursuant to this Section
4, AWHI may provide written notice thereof to Other Holders and may, subject in
the case of an underwritten offering to the terms of Section 4.3, include the
New Notes of such Other Holders in such registration on the terms set forth
herein applicable to the Holders.



                                       6


                  4.3 If the Initiating Note Holders intend to distribute the
Registrable Note Securities covered by their request by means of an
underwriting, they shall so advise AWHI as a part of their request made pursuant
to Section 4.1 and AWHI shall include such information in its written notice
referred to in Section 4.2. In such event, (i) the right of any other Holder to
include its Registrable Note Securities in such registration pursuant to Section
4.1 shall be conditioned upon such other Holder's participation in such
underwriting on the terms set forth herein, and (ii) all Holders including
Registrable Note Securities in such registration shall enter into an
underwriting agreement upon customary terms with the underwriter or underwriters
managing the offering. The Initiating Note Holders shall have the right to
select the managing underwriter(s) for any underwritten offering requested
pursuant to Section 4.1, subject to the approval of AWHI, which approval will
not be unreasonably withheld, conditioned or delayed. If any Holder who has
requested inclusion of its Registrable Note Securities in such registration as
provided above disapproves of the terms of the underwriting, such person may
elect, by written notice to AWHI, to withdraw its Registrable Note Securities
from such AWHI Registration Statement and underwriting. If Other Holders request
New Notes be included in any registration for an underwritten offering requested
pursuant to Section 4.1, AWHI may include the New Notes of such Other Holders in
such registration and underwriting on the terms set forth herein applicable to
the Holders. If the managing underwriter advises AWHI in writing that marketing
factors require a limitation on the aggregate principal amount of New Notes to
be underwritten, the New Notes held by Other Holders shall be excluded from such
AWHI Registration Statement and underwriting to the extent deemed advisable by
the managing underwriter, and if a further reduction of the aggregate principal
amount of New Notes is required, the aggregate principal amount of New Notes
that may be included in such AWHI Registration Statement and underwriting shall
be allocated among all Holders requesting registration in proportion, as nearly
as practicable, to the respective aggregate principal amount of Registrable Note
Securities held by them on the date of the request for registration made by the
Initiating Note Holders pursuant to Section 4.1. If any such Holder would thus
be entitled to include a greater aggregate principal amount of Registrable Note
Securities than such Holder requested to be registered, the excess shall be
allocated among other participating Holders pro rata in the manner described in
the preceding sentence.

                  4.4 AWI, AWHI and the Guarantors, if applicable, shall not be
required, collectively, to effect more than two registrations pursuant to
Section 2.1 and Section 4.1, except that if a request for registration is made
pursuant to Sections 2.1 and 4.1 at the same time, such requests shall be
treated as one registration for purposes of this Section 4.4. For purposes of
this Section 4.4, an AWHI Registration Statement shall not be counted until such
time as such AWHI Registration Statement has been declared effective by the
Commission (unless the Initiating Note Holders withdraw their request for such
registration (other than as a result of information concerning the business or
financial condition of AWHI which is made known to the Holder after the date on
which such registration was requested) and elect not to pay the Registration
Expenses therefor pursuant to Section 7.2). For purposes of this Section 4.4, an
AWHI Registration Statement shall not be counted if, as a result of an exercise
of the underwriter's cut-back provisions, less than 50% of the total aggregate
principal amount of Registrable Note Securities that Holders have requested to
be included in such AWHI Registration Statement are so included.



                                       7


                  4.5 If at the time of any request to register Registrable Note
Securities by Initiating Note Holders pursuant to this Section 4, an Arch Entity
is engaged or has plans to engage in a registered public offering or is engaged
in any other activity which, in the good faith determination of AWHI's Board of
Directors, would be adversely affected by the requested registration, then AWHI
may at its option direct that such request be delayed for a period not in excess
of three months from the date of such request, such right to delay a request to
be exercised by AWHI not more than once in any 12-month period.

         5. New Note Incidental Registration Rights

                  5.1 Whenever AWHI proposes to file an AWHI Registration
Statement covering New Notes (other than an AWHI Registration Statement filed
pursuant to Section 4) at any time and from time to time, it will, prior to such
filing, give written notice to all Holders of its intention to do so. Upon the
written request of a Holder or Holders given within 20 days after AWHI provides
such notice (which request shall state the intended method of disposition of
such Registrable Note Securities), AWHI shall use its best efforts to cause all
Registrable Note Securities which AWHI has been requested by such Holder or
Holders to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of such Holder or
Holders; provided that AWHI shall have the right to postpone or withdraw any
registration effected pursuant to this Section 5 without obligation to any
Holder.

                  5.2 If the registration for which AWHI gives notice pursuant
to Section 5.1 is a registered public offering involving an underwriting, AWHI
shall so advise the Holders as a part of the written notice given pursuant to
Section 5.1. In such event, (i) the right of any Holder to include its
Registrable Note Securities in such registration pursuant to this Section 5
shall be conditioned upon such Holder's participation in such underwriting on
the terms set forth herein and (ii) all Holders including Registrable Note
Securities in such registration shall enter into an underwriting agreement upon
customary terms with the underwriter or underwriters selected for the
underwriting by AWHI. If any Holder who has requested inclusion of its
Registrable Note Securities in such registration as provided above disapproves
of the terms of the underwriting, such person may elect, by written notice to
AWHI, to withdraw its Registrable Note Securities from such AWHI Registration
Statement and underwriting. If the managing underwriter advises AWHI in writing
that marketing factors require a limitation on the aggregate principal amount of
New Notes to be underwritten, the New Notes held by holders other than Holders
and Other Holders shall be excluded from such AWHI Registration Statement and
underwriting to the extent deemed advisable by the managing underwriter, and, if
a further reduction of the aggregate principal amount of New Notes is required,
the aggregate principal amount of New Notes that may be included in such AWHI
Registration Statement and underwriting shall be allocated among all Holders and
Other Holders requesting registration in proportion, as nearly as practicable,
to the respective aggregate principal amount of New Notes held by them on the
date AWHI gives the notice specified in Section 5.1. If any Holder or Other
Holder would thus be entitled to include a greater aggregate principal amount of
Registrable Note Securities than such Holder requested to be registered, the
excess shall be allocated among other requesting Holders and Other Holders pro
rata in the manner described in the preceding sentence.

         6. Registration Procedures.



                                       8


                  6.1 If and whenever an Arch Entity is required by the
provisions of this Agreement to use its best efforts to effect the registration
of any Registrable Securities under the Securities Act, such Arch Entity shall:

                  (a) file with the Commission a Registration Statement with
respect to such Registrable Securities as soon as reasonably practicable and use
its best efforts to cause that Registration Statement to become effective as
soon as reasonably practicable;

                  (b) as expeditiously as reasonably practicable prepare and
file with the Commission any amendments and supplements to the Registration
Statement and the prospectus included in the Registration Statement as may be
necessary to comply with the provisions of the Securities Act (including the
anti-fraud provisions thereof) and to keep the Registration Statement effective
for 24 months from the effective date or such lesser period until all such
Registrable Securities are sold;

                  (c) as expeditiously as reasonably practicable furnish to each
Selling Holder such reasonable numbers of copies of the Prospectus, including
any preliminary Prospectus, in conformity with the requirements of the
Securities Act, and such other documents as such Selling Holder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by such Selling Holder;

                  (d) as expeditiously as reasonably practicable use its best
efforts to register or qualify the Registrable Securities covered by the
Registration Statement under the securities or Blue Sky laws of such states as
the Selling Holders shall reasonably request, and do any and all other acts and
things that may be necessary or desirable to enable the Selling Holders to
consummate the public sale or other disposition in such states of the
Registrable Securities owned by the Selling Holders; provided, however, that
neither Arch Entity shall be required in connection with this paragraph (d) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction;

                  (e) as expeditiously as reasonably practicable, cause all such
Registrable Securities to be listed on each securities exchange or automated
quotation system on which similar securities issued by such Arch Entity are then
listed;

                  (f) promptly provide a transfer agent and registrar for all
such Registrable Securities not later than the effective date of such
registration statement;

                  (g) promptly make available for inspection by the Selling
Holders, any managing underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney or accountant or other agent
retained by any such underwriter or selected by the Selling Holders, all
financial and other records, pertinent corporate documents and properties of
such Arch Entity and cause such Arch Entity's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
Registration Statement;

                  (h) as expeditiously as reasonably practicable, notify each
Selling Holder, promptly after it shall receive notice thereof, of the time when
such Registration Statement has



                                       9


become effective or a supplement to any Prospectus forming a part of such
Registration Statement has been filed; and

                  (i) as expeditiously as reasonably practicable following the
effectiveness of such Registration Statement, notify each seller of such
Registrable Securities of any request by the Commission for the amending or
supplementing of such Registration Statement or Prospectus.

                  6.2 If an Arch Entity has delivered a Prospectus to the
Selling Holders and after having done so the Prospectus is amended to comply
with the requirements of the Securities Act, such Arch Entity shall promptly
notify the Selling Holders and, if requested, the Selling Holders shall
immediately cease making offers of Registrable Securities and return all
Prospectuses to such Arch Entity. The Arch Entity shall promptly provide the
Selling Holders with revised Prospectuses and, following receipt of the revised
Prospectuses, the Selling Holders shall be free to resume making offers of the
Registrable Securities.

                  6.3 In the event that, in the judgment of an Arch Entity, it
is advisable to suspend use of a Prospectus included in a Registration Statement
due to pending material developments or other events that have not yet been
publicly disclosed and as to which such Arch Entity believes public disclosure
would be detrimental to such Arch Entity, the Arch Entity shall notify all
Selling Holders to such effect, and, upon receipt of such notice, each such
Selling Holder shall immediately discontinue any sales of Registrable Securities
pursuant to such Registration Statement until such Selling Holder has received
copies of a supplemented or amended Prospectus or until such Selling Holder is
advised in writing by the Arch Entity that the then current Prospectus may be
used and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.
Notwithstanding anything to the contrary herein, an Arch Entity shall not
exercise its rights under this Section 6.3 to suspend sales of Registrable
Securities for a period in excess of 60 days consecutively or 90 days in total
in any 365-day period.

         7. Allocation of Expenses.

                  7.1 Common Stock Registration Expenses. AWI will pay all
Registration Expenses for all registrations relating to Registrable Common
Securities under Sections 2 and 3 of this Agreement; provided, however, that if
a registration statement under Section 2 is withdrawn at the request of the
Initiating Common Holders (other than as a result of information concerning the
business or financial condition of AWI which is made known to the Selling
Holders after the date on which such registration was requested) and if the
Initiating Common Holders elect not to have such registration counted as a
registration under Section 2, the Initiating Common Holders and all Selling
Holders participating in such withdrawal request shall pay the Registration
Expenses of such registration pro rata in accordance with the number of their
Registrable Common Securities included in such registration.

                  7.2 New Note Registration Expenses. AWHI and the Guarantors
will pay all Registration Expenses for all registrations relating to Registrable
Note Securities under Sections 4 and 5 of this Agreement; provided, however,
that if a registration statement under Section 4 is withdrawn at the request of
the Initiating Note Holders (other than as a result of information



                                       10


concerning the business or financial condition of AWHI which is made known to
the Selling Holders after the date on which such registration was requested) and
if the Initiating Note Holders elect not to have such registration counted as a
registration under Section 4, the Initiating Note Holders and all Selling
Holders participating in such withdrawal request shall pay the Registration
Expenses of such registration pro rata in accordance with the number of their
Registrable Common Securities included in such registration.

         8. Indemnification and Contribution.

                  8.1 In the event of any registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, (i) with respect
to any registration of Registrable Common Securities, AWI will, and (ii) with
respect to any registration of Registrable Note Securities, AWHI and the
Guarantors will, indemnify and hold harmless each Selling Holder, each
underwriter of such Registrable Securities, and each other person, if any, who
controls such Selling Holder or underwriter within the meaning of the Securities
Act or the Exchange Act against any losses, claims, damages or liabilities,
joint or several, to which such Selling Holder, underwriter or controlling
person may become subject under the Securities Act, the Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (x) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, (y) the omission or alleged omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (z) any violation or alleged violation by
such Arch Entity of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any state securities law in connection with the Registration Statement or
the offering contemplated thereby; and such Arch Entity and the Guarantors, if
applicable, will reimburse such Selling Holder, underwriter and each such
controlling person for any legal or any other expenses reasonably incurred by
such Selling Holder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that such Arch Entity will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus or prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to such Arch Entity,
in writing, by or on behalf of such Selling Holder, underwriter or controlling
person specifically for use in the preparation thereof.

                  8.2 In the event of any registration of any of the Registrable
Securities under the Securities Act pursuant to this Agreement, each Selling
Holder, severally and not jointly, will indemnify and hold harmless (i) AWI,
with respect to any registration of Registrable Common Securities, and (ii)
AWHI, with respect to any registration of Registrable Note Securities, and each
of such Arch Entity's directors and officers and each underwriter (if any) and
each person, if any, who controls such Arch Entity or any such underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages or liabilities, joint or several, to which such Arch
Entity, such directors and officers, underwriter or controlling person may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws or



                                       11


otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (y) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration
Statement, or (z) any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if and to the extent (and only to the extent) that the statement or
omission was made in reliance upon and in conformity with information relating
to such Selling Holder furnished in writing to such Arch Entity by such Selling
Holder specifically for use in connection with the preparation of such
Registration Statement, prospectus, amendment or supplement; provided, however,
that the obligations of a Selling Holder hereunder shall be limited to an amount
equal to the net proceeds to such Selling Holder of Registrable Securities sold
in connection with such registration.

                  8.3 Each Indemnified Party shall give notice to the
Indemnifying Party promptly after such Indemnified Party has actual knowledge of
any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Indemnifying Party, who shall conduct
the defense of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not be unreasonably withheld, conditioned or
delayed); and, provided, further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 8 except to the extent that the Indemnifying
Party is adversely affected by such failure. The Indemnified Party may
participate in such defense at such party's expense; provided, however, that the
Indemnifying Party shall pay such expense if the Indemnified Party reasonably
concludes that representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no
event shall the Indemnifying Party be required to pay the expenses of more than
one law firm per jurisdiction as counsel for the Indemnified Party. The
Indemnifying Party also shall be responsible for the expenses of such defense if
the Indemnifying Party does not elect to assume such defense. No Indemnifying
Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party not to be unreasonably withheld, conditioned
or delayed, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld, conditioned or delayed.

                  8.4 In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 8 is due
in accordance with its terms but for any reason is held to be unavailable to an
Indemnified Party in respect to any losses, claims, damages and liabilities
referred to herein, then the Indemnifying Party shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities to
which such party may be subject in such proportion as is appropriate to reflect
the relative fault of the applicable Arch Entity on the one hand and the Selling
Holders on the other in connection with the



                                       12


statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of such Arch Entity and the Selling Holders shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of material fact related to information supplied by such Arch Entity
or the Selling Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Arch Entities and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 8.4 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this Section 8.4, (i) in no case shall any one Selling Holder be
liable or responsible for any amount in excess of the net proceeds received by
such Selling Holder from the offering of Registrable Securities and (ii) the
appropriate Arch Entity shall be liable and responsible for any amount in excess
of such proceeds; provided, however, that 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. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this Section 8.4, notify such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties from whom contribution may be sought shall not relieve such
party from any other obligation it or they may have thereunder or otherwise
under this Section 8.4, except to the extent such party is adversely affected by
such failure to notify. No party shall be liable for contribution with respect
to any action, suit, proceeding or claim settled without its prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed.

                  8.5 The rights and obligations of the Arch Entities and the
Selling Holders under this Section 8 shall survive the termination of this
Agreement.

         9. Information by Holder. Each holder of Registrable Securities
included in any registration shall furnish to the appropriate Arch Entity such
information regarding such holder and the distribution proposed by such holder
as such Arch Entity may reasonably request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in
this Agreement.

         10. "Stand-Off" Agreement; Confidentiality of Notices. Each Holder, if
requested by an Arch Entity and the managing underwriter of an underwritten
public offering of securities by such Arch Entity, shall not sell or otherwise
transfer or dispose of any Registrable Securities or other securities of such
Arch Entity held by such Holder for a period of 180 days following the effective
date of a Registration Statement; provided, that all holders of such Arch Entity
then holding at least 1% of the same class of security subject to such
underwritten offering and all officers and directors of such Arch Entity enter
into similar agreements; and provided, further, that a Holder shall not be
subject to this Section 10 if it is no longer entitled to have Registrable
Securities held by it registered hereunder

         The Arch Entities may impose stop-transfer instructions with respect to
the Registrable Securities or other securities subject to the foregoing
restriction until the end of such 180-day period.



                                       13


         Any Holder receiving any written notice from an Arch Entity regarding
such Arch Entity's plans to file a Registration Statement shall treat such
notice confidentially and shall not disclose such information to any person
other than as necessary to exercise its rights under this Agreement.

         11. Rule 144 Requirements. After the earliest of (i) the closing of the
sale of securities of an Arch Entity pursuant to a Registration Statement, (ii)
the registration by an Arch Entity of a class of securities under Section 12 of
the Exchange Act, or (iii) the issuance by an Arch Entity of an offering
circular pursuant to Regulation A under the Securities Act, such Arch Entity
agrees to:

                  (a) make and keep current public information about such Arch
Entity available, as those terms are understood and defined in Rule 144;

                  (b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of such Arch Entity under
the Securities Act and the Exchange Act (at any time after it has become subject
to such reporting requirements); and

                  (c) furnish to any holder of Registrable Securities upon
request (i) a written statement by such Arch Entity as to its compliance with
the reporting requirements of Rule 144 and of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of such
Arch Entity, and (iii) such other reports and documents of such Arch Entity as
such holder may reasonably request to avail itself of any similar rule or
regulation of the Commission allowing it to sell any such securities without
registration.

         12. Termination.

                  12.1 Common Stock Registration. All of AWI's obligations to
register Registrable Common Securities under Sections 2 and 3 of this Agreement
shall terminate on the date on which no Registrable Common Securities are
outstanding, and AWI shall have no obligation to maintain the effectiveness of
any Registration Statement covering securities that are no longer Registrable
Common Securities.

                  12.2 New Note Registration. All of AWHI's obligations to
register Registrable Note Securities under Sections 4 and 5 of this Agreement
shall terminate on the date on which no Registrable Note Securities are
outstanding, and AWHI shall have no obligation to maintain the effectiveness of
any Registration Statement covering securities that are no longer Registrable
Note Securities.

         13. Transfers of Rights; Calculation of Share Numbers. This Agreement,
and the rights and obligations of each Holder hereunder, may be assigned by such
Holder to (a) any person or entity to which at LEAST 200,000 shares of Common
Stock (subject to appropriate adjustment for stock splits, stock dividends,
recapitalizations and similar events occurring after the date of this Agreement)
are transferred by such Holder, or (b) to any to any affiliate, partner, member,
stockholder or wholly owned subsidiary of such Holder, and, in each case, such
transferee shall be deemed a "Holder" for purposes of this Agreement; provided
that such assignment of rights shall be contingent upon the transferee providing
a written instrument to the



                                       14


Arch Entities notifying the Arch Entities of such transfer and assignment and
agreeing in writing to be bound by the terms of this Agreement.

                  13.1 In determining the number of shares of Common Stock owned
by a Holder for purposes of exercising rights under this Agreement, shares of
Common Stock owned by a Holder shall be deemed to include all shares of Common
Stock held by affiliated entities or persons shall be aggregated together
(provided that no shares shall be attributed to more than one entity or person
within any such group of affiliated entities or persons).

         14. General.

                  14.1 Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

                  14.2 Specific Performance. In addition to any and all other
remedies that may be available at law in the event of any breach of this
Agreement, each Holder shall be entitled to specific performance of the
agreements and obligations of the Arch Entities hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent
jurisdiction.

                  14.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York (without
reference to the conflict of laws provisions thereof).

                  14.4 Notices. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed
delivered (i) three business days after being sent by registered or certified
mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, in each case to the intended recipient as set forth
below:

         If to AWI, at Arch Wireless, Inc., 1800 West Park Drive, Suite 250,
Westborough, MA 01581, Attention: Patricia A. Gray, Esq., or at such other
address as may have been furnished in writing by AWI to the other parties
hereto, with a copy to Hale and Dorr LLP, 60 State Street, Boston, MA 02109,
Attention: David A. Westenberg, Esq.;

         If to AWHI, at Arch Wireless Holdings, Inc., 1800 West Park Drive,
Suite 250, Westborough, MA 01581, Attention: Patricia A. Gray, Esq., or at such
other address as may have been furnished in writing by AWHI to the other parties
hereto, with a copy to Hale and Dorr LLP, 60 State Street, Boston, MA 02109,
Attention: David A. Westenberg, Esq.;

         If to any Guarantor, c/o Arch Wireless, Inc., 1800 West Park Drive,
Suite 250, Westborough, MA 01581, Attention: Patricia A. Gray, Esq., or at such
other address as may have been furnished in writing by such Guarantor to the
other parties hereto, with a copy to Hale and Dorr LLP, 60 State Street, Boston,
MA 02109, Attention: David A. Westenberg, Esq.; or

         If to a Holder, at its address set forth on Exhibit A, or at such other
address as may have been furnished in writing by such Holder to the other
parties hereto.



                                       15


         Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section 14.4.

                  14.5 Complete Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.

                  14.6 Amendments and Waivers. This Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived with
respect to all parties to this Agreement (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Arch Entities and Holders holding Common Stock representing at least a
majority of the voting power of all shares of Common Stock then held by Holders.
Notwithstanding the foregoing, this Agreement may not be amended or terminated
and the observance of any term hereunder may not be waived with respect to any
Holder without the written consent of such Holder unless such amendment,
termination or waiver applies to all Holders in the same fashion. The Arch
Entities shall give prompt written notice of any amendment or termination hereof
or waiver hereunder to any party hereto that did not consent in writing to such
amendment, termination or waiver. Any amendment, termination or waiver effected
in accordance with this Section 14.6 shall be binding on all parties hereto,
even if they do not execute such consent. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.

                  14.7 Certain Mergers. Nothing contained in this Agreement
shall be construed to limit the right or ability of any Debtors in the AWHI
Group (as such terms are defined in the Plan) to be merged into any other Debtor
in the AWHI Group, or to one or more new entities (whether or not related), to
the maximum extent permitted by the Plan.

                  14.8 Limitations on Subsequent Registration Rights. The Arch
Entities shall not, without the prior written consent of Holders holding Common
Stock representing at least a two-thirds of the voting power of all shares of
Common Stock then held by Holders, enter into any agreement (other than this
Agreement) with any holder or prospective holder of any securities of the Arch
Entities which grant such holder or prospective holder rights to include
securities of the Company in any Registration Statement if, as a consequence of
the granting of any such rights, the rights of any Holder would be adversely
affected (it being understood that any such registration rights that could
result in any reduction in the number of Registrable Securities to be included
in a Registration Statement for the account of the Holders shall be deemed to
affect adversely the rights of the Holders under this Agreement).

                  14.9 Pronouns. Whenever the context may require, any pronouns
used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural, and vice versa.



                                       16


                  14.10 Counterparts; Facsimile Signatures. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same
document. This Agreement may be executed by facsimile signatures.

                  14.11 Section Headings and References. The section headings
are for the convenience of the parties and in no way alter, modify, amend, limit
or restrict the contractual obligations of the parties. Any reference in this
agreement to a particular section or subsection shall refer to a section or
subsection of this Agreement, unless specified otherwise.

   Executed as of the date first written above.

                                    ARCH WIRELESS, INC.

                                    ARCH WIRELESS HOLDINGS, INC.

                                    ARCH WIRELESS COMMUNICATIONS,
                                    INC.

                                    PAGING NETWORK CANADIAN
                                    HOLDINGS, INC.

                                    PAGENET SMR SUB, INC.

                                    ARCHTEL, INC.

                                    ARCH CONNECTICUT VALLEY, INC.

                                    BENBOW INVESTMENTS, INC.

                                    MOBILEMEDIA COMMUNICATIONS, INC.

                                    MOBILE COMMUNICATIONS
                                    CORPORATION OF AMERICA

                                    PAGING NETWORK, INC.

                                    PAGENET, INC.

                                    PAGING NETWORK OF AMERICA, INC.

                                    PAGING NETWORK OF COLORADO, INC.

                                    PAGING NETWORK OF NORTHERN
                                    CALIFORNIA, INC.

                                    PAGING NETWORK OF MICHIGAN, INC.



                                       17


                                    PAGING NETWORK FINANCE CORP.

                                    PAGING NETWORK INTERNATIONAL, INC.

                                    PAGING NETWORK OF SAN FRANCISCO,
                                    INC.

                                    ARCH COMMUNICATION ENTERPRISES,
                                    LLC

                                    MOBILEMEDIA LICENSE CO., L.L.C.


                                    *By: /s/ C. EDWARD BAKER, JR.
                                         ---------------------------------------
                                        C. Edward Baker, Jr.
                                        Chairman and Chief Executive Officer

                                    *on behalf of each of the foregoing entities



                                    HOLDERS:



                                    FRANKLIN FLOATING RATE TRUST

                                    FRANKLIN CLO I, LIMITED

                                    FRANKLIN CLO II, LIMITED

                                    FRANKLIN FLOATING RATE MASTER
                                    SERIES

                                    *By:  Franklin Advisers, Inc.



                                    By: /s/ RICHARD D'ADDARIO
                                        ------------------------------

                                    Name: Richard D'Addario
                                         -----------------------------

                                    Title: Vice President
                                          ----------------------------


                                    *on behalf of each of the foregoing entities




                                       18




                                                                       Exhibit A

                                List of Holders

Name and Address
- ----------------
Franklin Floating Rate Trust
Franklin CLO I, Limited
Franklin CLO II, Limited
Franklin Floating Rate Master Series

c/o Franklin Advisers, Inc.
Floating Rate Debt Group
One  Franklin Parkway
Building 920/Floor 2
San Mateo, CA 94403
Attn:  Tyler Chan



                                      A-1