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                                                                    Exhibit 4.17


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                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of February 22, 2001


                                     between


                     PEGASUS SATELLITE COMMUNICATIONS, INC.


                                       and


                               THE HOLDERS OF ITS
            12 3/4% SERIES A CUMULATIVE EXCHANGEABLE PREFERRED STOCK











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<PAGE>

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of February 22, 2001 between Pegasus Satellite Communications,
Inc., a Delaware corporation (the "Company"), and those holders of the 12 3/4%
Series A Cumulative Exchangeable Preferred Stock of the Company (the "Series A
Preferred Stock"), who accept the Holding Company Exchange (as hereafter
defined), in connection with the Company's offer to exchange (the "Holding
Company Exchange") its Series A Preferred Stock for each $1,000 in liquidation
preference of outstanding 12 3/4% Series A Cumulative Exchangeable Preferred
Stock (the "Pegasus Communications Preferred Stock") of Pegasus Communications
Corporation ("Pegasus Communications"), the sole stockholder of the Company.

         This Agreement is made pursuant to the Holding Company Exchange,
commenced on December 19, 2000, by the Company to the qualified holders of the
outstanding Pegasus Communications Preferred Stock. In order to induce the
qualified holders of the Pegasus Communications Preferred Stock to exchange the
Pegasus Communications Preferred Stock held by such holders for the Series A
Preferred Stock, the Company has agreed to provide the registration rights set
forth in this Agreement. Pursuant to the terms of the Exchange Offer, by
tendering the Pegasus Communications Preferred Stock in the Holding Company
Exchange, each participating qualified holder will be deemed to have signed this
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Certificate of Designation relating to the
Series A Preferred Stock and the Pegasus Communications Preferred Stock (the
"Certificate of Designation").

         The parties hereby agree as follows:

Section 1. DEFINITIONS

         Terms used but not defined herein shall have the meaning given to such
terms in the Certificate of Designation. As used in this Agreement, the
following capitalized terms shall have the following meanings:

         Act: The Securities Act of 1933, as amended.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Commission:  The Securities and Exchange Commission.

         Consummate: A Registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Preferred Stock to be issued in the Exchange Offer and
the Exchange Notes, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period
not less than the minimum period required pursuant to Section 3(b) hereof, and
(iii) the delivery by the Company to the Transfer Agent under the Series B
Certificate of Designation of Series B Preferred Stock in the same aggregate
liquidation preference as the aggregate liquidation preference of Series A
Preferred Stock that were tendered by Holders thereof pursuant to the Holding
Company Exchange.

         Damages Payment Date: With respect to the Series A Preferred Stock,
each Dividend Payment Date.

         Dividend Payment Date: As defined in the Series A Preferred Stock
Certificate of Designation.
<PAGE>


         Effectiveness Target Date: As defined in Section 5.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Exchange Note Indenture: The indenture pursuant to which the Exchange
Notes would, if issued, be issued, as such indenture is amended or supplemented
from time to time.

         Exchange Notes: The Company's 12 3/4% Senior Subordinated Exchange
Notes due 2007, for which the Preferred Stock is exchangeable.

         Exchange Offer: The registration by the Company under the Act of the
Series B Preferred Stock and the Exchange Notes pursuant to a Registration
Statement pursuant to which the Company offers the Holders of all outstanding
Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Series B Preferred Stock
in an aggregate liquidation preference equal to the aggregate liquidation
preference of the Transfer Restricted Securities tendered in such exchange offer
by such Holders.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         Holders: As defined in Section 2(b) hereof.

         Indemnified Holder: As defined in Section 8(a) hereof.

         NASD: National Association of Securities Dealers, Inc.

         Person: An individual, partnership, corporation, trust, limited
liability company or unincorporated organization, or a government or agency or
political subdivision thereof.

         Preferred Stock: The Series A Preferred Stock and the Series B
Preferred Stock.

         Prospectus: The prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

         Record Holder: With respect to any Damages Payment Date relating to
Preferred Stock, each Person who is a Holder of Preferred Stock on the record
date with respect to the Dividend Payment Date on which such Damages Payment
Date shall occur.

         Registration Default:  As defined in Section 5 hereof.

         Registration Statement: Any registration statement of the Company
relating to (a) an offering of Series B Preferred Stock pursuant to an Exchange
Offer, (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein; or
(c) the Exchange Notes.

         Series A Certificate of Designation: The Certificate of Designation,
dated as of February 22, 2001, pursuant to which the Series A Preferred Stock is
to be issued, as such Series A Certificate of Designation is amended or
supplemented from time to time in accordance with the terms thereof.

<PAGE>


         Series B Certificate of Designation: The Certificate of Designation,
dated as of February 22, 2001, pursuant to which the Series B Preferred Stock is
to be issued, as such Series B Certificate of Designation is amended or
supplemented from time to time in accordance with the terms thereof.

         Series B Preferred Stock: The Company's 12 3/4% Series B Cumulative
Exchangeable Preferred Stock to be issued pursuant to the Series B Certificate
of Designation in the Exchange Offer.

         Settlement Date: The date of this Agreement.

         Shelf Filing Deadline: As defined in Section 4 hereof.

         Shelf Registration Statement: As defined in Section 4 hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Exchange Notes Indenture.

         Transfer Restricted Securities: Each share of Preferred Stock or
Exchange Note, if issued, until the earliest to occur of (a) the date on which
such share of Preferred Stock is exchanged by a person other than a
Broker-Dealer for Series B Preferred Stock in the Exchange Offer, (b) following
the exchange by a Broker-Dealer in the Exchange Offer of Series A Preferred
Stock for Series B Preferred Stock, the date on which such Series B Preferred
Stock or Exchange Note is sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, (c) the date on which
such Preferred Stock or Exchange Note has been effectively registered under the
Act and disposed of in accordance with a Shelf Registration Statement or (d) the
date on which such Preferred Stock or Exchange Note is distributed to the public
pursuant to Rule 144 under the Act.

         Trustee: As defined in the preamble hereto.

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

Section 2. SECURITIES SUBJECT TO THIS AGREEMENT

         (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

         (b) Holders of Transfer Restricted Securities. A Person is deemed to be
a holder of Transfer Restricted Securities (each, a "Holder") whenever such
Person owns Transfer Restricted Securities.

Section 3. REGISTERED EXCHANGE OFFER

         (a) The Company shall (i) cause to be filed with the Commission as soon
as practicable after the Settlement Date, but in no event later than 90 days
after the Settlement Date, a Registration Statement under the Act relating to
the Series B Preferred Stock and the Exchange Offer, (ii) use its reasonable
best efforts to cause such Registration Statement to become effective at the
earliest possible time, but in no event later than 90 days after filing the
Registration Statement, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective and (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Act, (iv) cause all necessary filings in connection with

                                      -3-
<PAGE>

the registration and qualification of the Series B Preferred Stock and the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions within
the United States as are necessary to permit Consummation of the Exchange Offer
and (v) unless the Exchange Offer shall not be permissible under applicable law
or Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), commence the Exchange Offer and use its reasonable best
efforts to issue on or prior to 30 business days after the date on which the
Exchange Offer Registration Statement was declared effective by the Commission,
Series B Preferred Stock in exchange for all Series A Preferred Stock properly
tendered prior thereto in accordance with the terms of the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Series B Preferred Stock to be offered in exchange and the Exchange Notes for
the Transfer Restricted Securities and to permit resales of Preferred Stock and
the Exchange Notes, if issued, held by Broker-Dealers as contemplated by Section
3(c) below.

         (b) The Company shall cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period
of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days. The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Preferred Stock and the Exchange Notes shall
be included in the Exchange Offer Registration Statement.

         (c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Series A Preferred Stock that are
Transfer Restricted Securities and that were acquired for its own account as a
result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange
such Series A Preferred Stock pursuant to the Exchange Offer; however, such
Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in
connection with any resales of the Series B Preferred Stock and the Exchange
Notes received by such Broker-Dealer in the Exchange Offer, which prospectus
delivery requirement may be satisfied by the delivery by such Broker-Dealer of
the Prospectus contained in the Exchange Offer Registration Statement. Such
"Plan of Distribution" section shall also contain all other information with
respect to such resales by Broker-Dealers that the Commission may require in
order to permit such resales pursuant thereto, but such "Plan of Distribution"
shall not name any such Broker-Dealer or disclose the amount of Preferred Stock
held by any such Broker-Dealer except to the extent required by the Commission
as a result of a change in policy after the date of this Agreement.

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Preferred Stock and the Exchange
Notes, if issued, acquired by Broker-Dealers for their own accounts as a result
of market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the date on which the Exchange Offer Registration
Statement is declared effective.

         The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time, subject to
Section 6(c)(i) hereof, during such one-year period in order to facilitate such
resales.


                                      -4-
<PAGE>

Section 4. SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied
with) or (ii) if any Holder of Transfer Restricted Securities notifies the
Company within 20 business days after the Consummation of the Exchange Offer (A)
that such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) that such Holder may not resell the
Series B Preferred Stock acquired by it in the Exchange Offer or the Exchange
Notes, if issued, to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not legally
available for such resales by such Holder or (C) that such Holder is a
Broker-Dealer and owns Series A Preferred Stock or Exchange Notes, if issued,
acquired directly from the Company or an affiliate of the Company, then the
Company shall:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Act, which may be an amendment to the Exchange
         Offer Registration Statement (in either event, the "Shelf Registration
         Statement") on or prior to the earliest to occur of (1) the 90th day
         after the date on which the Company determines that it is not required
         to file the Exchange Offer Registration Statement, (2) the 90th day
         after the date on which the Company receives notice from a Holder of
         Transfer Restricted Securities as contemplated by clause (ii) above,
         and (3) the 150th day after the Settlement Date (such earliest date
         being the "Shelf Filing Deadline"), which Shelf Registration Statement
         shall provide for resales of all Transfer Restricted Securities the
         Holders of which shall have provided the information required pursuant
         to Section 4(b) hereof; and

                  (y) use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 90th day after the Shelf Filing Deadline.

The Company shall use its best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Preferred Stock and Exchange Notes, if issued, by the
Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least three years (as extended
pursuant to Section 6(c)(i)) following the Settlement Date) or such shorter
period that will terminate when all Transfer Restricted Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement.

         (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have used its best efforts to provide all such reasonably
requested information. Each Holder as to which any Shelf Registration Statement
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading.

                                      -5-
<PAGE>


Section 5. LIQUIDATED DAMAGES

         If (i) any of the Registration Statements required by this Agreement is
not filed with the Commission on or prior to the date specified for such filing
in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) subject to the provisions of Section 6(c)(i) below, the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter ceases to be effective or legally available for use in
connection with resales of Transfer Restricted Securities during the periods
specified in this Agreement without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company agrees to
pay liquidated damages to each Holder of Transfer Restricted Securities with
respect to the first 90-day period immediately following the occurrence of such
Registration Default, in an amount equal to $.05 per week per $1,000 of
aggregate liquidation preference of Series A Preferred Stock held by such Holder
for each week or portion thereof that the Registration Default continues. The
amount of the liquidated damages shall increase by an additional $.05 per week
per $1,000 of aggregate liquidation preference of Series A Preferred Stock with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.30 per week per
$1,000 of aggregate liquidation preference of Series A Preferred Stock. All
accrued liquidated damages shall be paid by the Company on each Damages Payment
Date to the holder of the Global Shares by wire transfer of immediately
available funds or by federal funds check and to holders of Certificated Shares
by wire transfer to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified. Following the cure
of all Registration Defaults relating to any particular Transfer Restricted
Securities, the accrual of liquidated damages with respect to such Transfer
Restricted Securities will cease.

         All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such Security shall have
been satisfied in full.

Section 6. REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall comply with all of the provisions of Section
6(c) below, shall use its best efforts to effect such exchange and to permit the
sale of Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof, and shall comply with all of
the following provisions:

                  (i) If in the reasonable opinion of counsel to the Company
         there is a question as to whether the Exchange Offer is permitted by
         applicable law, the Company hereby agrees to seek a no-action letter or
         other favorable decision from the Commission allowing the Company to
         Consummate an Exchange Offer for such Series A Preferred Stock. The
         Company hereby agrees to pursue the issuance of such a decision to the
         Commission staff level but shall not be required to take commercially
         unreasonable action to effect a change of Commission policy. The
         Company hereby agrees, however, to (A) participate in telephonic
         conferences with the Commission, (B) deliver to the Commission staff an
         analysis prepared by counsel to the Company setting forth the legal
         bases, if any, upon which such counsel has concluded that such an
         Exchange Offer should be permitted and (C) diligently pursue a
         resolution (which need not be favorable) by the Commission staff of
         such submission.

                                      -6-
<PAGE>


                  (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation thereof, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Series B Preferred Stock to be issued in the Exchange Offer and (C) it
         is acquiring the Series B Preferred Stock in its ordinary course of
         business. In addition, all such Holders of Transfer Restricted
         Securities shall otherwise cooperate in the Company's preparations for
         the Exchange Offer. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
         Exxon Capital Holdings Corporation (available May 13, l988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (including any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction should be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Series B Preferred Stock obtained by such
         Holder in exchange for Series A Preferred Stock acquired by such Holder
         directly from the Company.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental letter
         to the Commission (A) stating that the Company is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co., Inc. (available June 5, 1991) and, if applicable, any
         no-action letter obtained pursuant to clause (i) above and (B)
         including a representation that the Company has not entered into any
         arrangement or understanding with any Person to distribute the Series B
         Preferred Stock to be received in the Exchange Offer and that, to the
         best of the Company's information and belief, each Holder participating
         in the Exchange Offer is acquiring the Series B Preferred Stock in its
         ordinary course of business and has no arrangement or understanding
         with any Person to participate in the distribution of the Series B
         Preferred Stock received in the Exchange Offer.

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof.

         (c) General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Exchange
Offer Registration Statement and the related Prospectus to the extent that the
same are required to permit resales of Preferred Stock by Broker-Dealers), the
Company shall:

                                      -7-
<PAGE>


                  (i) use its reasonable best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements (including, if required by the Act or any regulation
         thereunder, financial statements of any of its subsidiaries) for the
         period specified in Section 3 or 4 of this Agreement, as applicable;
         upon the occurrence of any event that would cause any such Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not to be effective and legally
         available for use in connection with the resale of Transfer Restricted
         Securities during the period required by this Agreement, the Company
         shall file promptly an appropriate amendment to such Registration
         Statement, in the case of clause (A), correcting any such misstatement
         or omission, and, in the case of either clause (A) or (B), use its
         reasonable best efforts to cause such amendment to be declared
         effective and such Registration Statement and the related Prospectus to
         become usable for their intended purpose(s) as soon as practicable
         thereafter. Notwithstanding the foregoing, if the Board of Directors of
         the Company determines in good faith that it is in the best interests
         of the Company not to disclose the existence of or facts surrounding
         any proposed or pending material corporate transaction involving the
         Company, the Company may allow the Shelf Registration Statement or the
         Exchange Offer Registration Statement to fail to be effective and
         usable as a result of such nondisclosure for up to 90 days during the
         three year period of effectiveness required by Section 4 hereof, but in
         no event for any period in excess of 45 consecutive days, provided,
         that in the event the Exchange Offer is Consummated, the Company shall
         not allow the Exchange Offer Registration Statement to fail to be
         effective and usable for a period in excess of 30 days during the one
         year period of effectiveness required by Section 3(c) hereof;

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the Registration Statement as may be
         necessary to keep the Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as applicable, or
         such shorter period as will terminate when all Transfer Restricted
         Securities covered by such Registration Statement have been sold; cause
         the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with the applicable provisions of
         Rules 424 and 430A under the Act in a timely manner; and comply with
         the provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii) advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement under the Act or of the
         suspension by any state securities commission of the qualification of
         the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, (D) of the existence of any fact or the happening
         of any event that makes any statement of a material fact made in the

                                      -8-
<PAGE>

         Registration Statement, the Prospectus, any amendment or supplement
         thereto, or any document incorporated by reference therein untrue, or
         that requires the making of any additions to or changes in the
         Registration Statement or the Prospectus in order to make the
         statements therein not misleading, including, without limitation, under
         circumstances described in Section 6(c)(i) above. If at any time the
         Commission shall issue any stop order suspending the effectiveness of
         the Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest possible time;

                  (iv) furnish to each of the selling Holders and each of the
         underwriter(s), if any, before filing with the Commission, copies of
         any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review of such Holders and underwriter(s), if any, for a
         period of at least five business days, and the Company will not file
         any such Registration Statement or Prospectus or any amendment or
         supplement to any such Registration Statement or Prospectus (including
         all such documents incorporated by reference) to which selling Holders
         holding at least 20% in the aggregate liquidation preference of the
         outstanding Transfer Restricted Securities covered by such Registration
         Statement or the underwriter(s), if any, shall reasonably object within
         five business days after the receipt thereof. A selling Holder or
         underwriter, if any, shall be deemed to have reasonably objected to
         such filing if such Registration Statement, amendment, Prospectus or
         supplement, as applicable, as proposed to be filed, contains a material
         misstatement or omission;

                  (v) make available at reasonable times for inspection by the
         selling Holders, any underwriter participating in any disposition
         pursuant to such Registration Statement, and any attorney or accountant
         retained by such selling Holders or any of the underwriter(s), all
         financial and other records, pertinent corporate documents and
         properties of the Company and each of its subsidiaries and cause the
         Company's and each of its subsidiary's officers, directors and
         employees to supply all information reasonably requested by any such
         Holder, underwriter, attorney or accountant in connection with such
         Registration Statement subsequent to the filing thereof and prior to
         its effectiveness;

                  (vi) if requested by any selling Holders or the
         underwriter(s), if any, promptly incorporate in any Registration
         Statement or Prospectus, pursuant to a supplement or post-effective
         amendment if necessary, such information as such selling Holders and
         underwriter(s), if any, may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities,
         information with respect to the liquidation preference of Transfer
         Restricted Securities being sold to such underwriter(s), the purchase
         price being paid therefor and any other terms of the offering of the
         Transfer Restricted Securities to be sold in such offering; and make
         all required filings of such Prospectus supplement or post-effective
         amendment as soon as practicable after the Company is notified of the
         matters to be incorporated in such Prospectus supplement or
         post-effective amendment;

                  (vii) cause the Transfer Restricted Securities covered by the
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by the Holders of a majority in aggregate
         liquidation preference of Preferred Stock covered thereby or the
         underwriter(s), if any;

                                      -9-
<PAGE>


                  (viii) furnish to each selling Holder and each of the
         underwriter(s), if any, without charge, at least one copy of the
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including all documents incorporated by reference
         therein and all exhibits (including exhibits incorporated therein by
         reference), subject to any confidentiality agreements;

                  (ix) deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Company
         hereby consents to the use of the Prospectus and any amendment or
         supplement thereto by each of the selling Holders and each of the
         underwriter(s), if any, in connection with the offering and the sale of
         the Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (x) enter into, and cause each of its subsidiaries to enter
         into, such agreements (including an underwriting agreement), and make,
         and cause each of its subsidiaries to make, such representations and
         warranties, and take all such other actions in connection therewith in
         order to expedite or facilitate the disposition of the Transfer
         Restricted Securities pursuant to any Registration Statement
         contemplated by this Agreement, all to such extent as may be reasonably
         requested by any Holder of Transfer Restricted Securities or
         underwriter in connection with any sale or resale pursuant to any
         Registration Statement contemplated by this Agreement; and whether or
         not an underwriting agreement is entered into and whether or not the
         registration is an Underwritten Registration, the Company shall use its
         best efforts to:

                           (A) furnish to each selling Holder and each
                  underwriter, if any, in such substance and scope as they may
                  request and as are customarily made by issuers to underwriters
                  in primary underwritten offerings, upon the date of the
                  Consummation of the Exchange Offer and, if applicable, the
                  effectiveness of the Shelf Registration Statement:

                                    (1) a certificate, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, signed by (y) the Chief Executive
                           Officer and (z) the Chief Financial Officer of the
                           Company, confirming, as of the date thereof, the
                           matters set forth in paragraph (e) of Section 8 of
                           that certain Dealer Manager Agreement (the "Dealer
                           Manager Agreement"), dated December 19, 2000 by and
                           between the Company and CIBC World Markets Corp. and
                           such other matters as such parties may reasonably
                           request;

                                    (2) an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company, covering
                           the matters set forth in paragraph (c) of Section 8
                           of the Dealer Manager Agreement and such other matter
                           as such parties may reasonably request, and in any
                           event including a statement to the effect that such
                           counsel has participated in conferences with officers
                           and other representatives of the Company and
                           representatives of the independent public accountants
                           for the Company in connection with the preparation of
                           such Registration Statement and the related

                                      -10-
<PAGE>

                           Prospectus and have considered the matters required
                           to be stated therein and the statements contained
                           therein, although such counsel has not independently
                           verified the accuracy, completeness or fairness of
                           such statements; and that such counsel advises that,
                           on the basis of the foregoing (relying as to
                           materiality to a large extent upon facts provided to
                           such counsel by officers and other representatives of
                           the Company and without independent check or
                           verification), such counsel does not believe that the
                           applicable Registration Statement, at the time such
                           Registration Statement or any post-effective
                           amendment thereto became effective, and, in the case
                           of the Exchange Offer Registration Statement, as of
                           the date of Consummation, contained an untrue
                           statement of a material fact or omitted to state a
                           material fact required to be stated therein or
                           necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration Statement as of its date and, in the
                           case of the opinion dated the date of Consummation of
                           the Exchange Offer, as of the date of Consummation,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial and statistical statements, notes and
                           schedules and other financial data included in any
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and

                                    (3) a customary comfort letter, dated as of
                           the date of Consummation of the Exchange Offer or the
                           date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Company's
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters by underwriters in connection with
                           primary underwritten offerings, and affirming the
                           matters set forth in the comfort letters delivered
                           pursuant to Section 8(d) of the Dealer Manager
                           Agreement, without exception; provided, however, that
                           if such registration is not an Underwritten
                           Registration and the customary comfort letter
                           referred to above cannot be delivered, the Company
                           shall use its reasonable best efforts to cause its
                           independent accountants to deliver the highest level
                           of comfort permitted to be given by such accountants
                           under the then applicable standards of the American
                           Institute of Certified Public Accountants with
                           respect to such registration statement;

                           (B) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 8 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and

                           (C) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company pursuant to this clause
                  (xi), if any.

                  If at any time the representations and warranties of the
         Company or any of its subsidiaries contemplated in clause (A)(l) above
         cease to be true and correct, the Company shall so advise the
         underwriter(s), if any, and each selling Holder promptly and, if
         requested by such Persons, shall confirm such advice in writing;

                                      -11-
<PAGE>


                  (xi) prior to any public offering of Transfer Restricted
         Securities, cooperate with, and cause each of its subsidiaries to
         cooperate with, the selling Holders, the underwriter(s), if any, and
         their respective counsel in connection with the registration and
         qualification of the Transfer Restricted Securities under the
         securities or Blue Sky laws of such jurisdictions as the selling
         Holders or underwriter(s) may request and do any and all other acts or
         things necessary or advisable to enable the disposition in such
         jurisdictions of the Transfer Restricted Securities covered by the
         Shelf Registration Statement; provided, however, that neither the
         Company nor any of its subsidiaries shall be required to register or
         qualify as a foreign corporation where it is not now so qualified or to
         take any action that would subject it to the service of process in
         suits or to taxation, other than as to matters and transactions
         relating to the Registration Statement, in any jurisdiction where it is
         not now so subject;

                  (xii) shall issue, upon the request of any Holder of Series A
         Preferred Stock covered by the Shelf Registration Statement, Series B
         Preferred Stock, having an aggregate liquidation preference equal to
         the aggregate liquidation preference of Series A Preferred Stock
         surrendered to the Company by such Holder in exchange therefor or being
         sold by such Holder; such Series B Preferred Stock to be registered in
         the name of such Holder or in the name of the purchaser(s) of such
         Preferred Stock, as the case may be; in return, the Series A Preferred
         Stock held by such Holder shall be surrendered to the Company for
         cancellation;

                  (xiii) cooperate with, and cause each of its subsidiaries to
         cooperate with, the selling Holders and the underwriter(s), if any, to
         facilitate the timely preparation and delivery of certificates
         representing Transfer Restricted Securities to be sold and not bearing
         any restrictive legends; and enable such Transfer Restricted Securities
         to be in such denominations and registered in such names as the Holders
         or the underwriter(s), if any, may request at least two business days
         prior to any sale of Transfer Restricted Securities made by such
         underwriter(s);

                  (xiv) use its reasonable best efforts to cause the Transfer
         Restricted 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(s), if any, to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                  (xv) subject to Section 6(c)(i), if any fact or event
         contemplated by clause (c)(iii)(D) above shall exist or have occurred,
         prepare a supplement or post-effective amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein not misleading;

                  (xvi) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of the Registration
         Statement and provide the Transfer Agent under the Series A Certificate
         of Designation with printed certificates for the Transfer Restricted
         Securities which are in a form eligible for deposit with The Depository
         Trust Company;

                                      -12-
<PAGE>


                  (xvii) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter (including any "qualified independent underwriter")
         that is required to be retained in accordance with the rules and
         regulations of the NASD, and use its reasonable best efforts to cause
         such Registration Statement to become effective and approved by such
         governmental agencies or authorities as may be necessary to enable the
         Holders selling Transfer Restricted Securities to consummate the
         disposition of such Transfer Restricted Securities;

                  (xviii) otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) for the twelve-month period (A) commencing
         at the end of any fiscal quarter in which Transfer Restricted
         Securities are sold to underwriters in a firm or best efforts
         Underwritten Offering or (B) if not sold to underwriters in such an
         offering, beginning with the first month of the Company's first fiscal
         quarter commencing after the effective date of the Registration
         Statement;

                  (xix) cause the Exchange Notes Indenture to be qualified under
         the TIA not later than the effective date of the first Registration
         Statement required by this Agreement, and, in connection therewith,
         cooperate with the Trustee under the Exchange Notes Indenture and the
         Holders of Preferred Stock to effect such changes to the Exchange Notes
         Indenture as may be required for such Exchange Notes Indenture to be so
         qualified in accordance with the terms of the TIA; and execute all
         documents that may be required to effect such changes and all other
         forms and documents required to be filed with the Commission to enable
         such Exchange Notes Indenture to be so qualified in a timely manner;

                  (xx) cause all Transfer Restricted Securities covered by the
         Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Company are then listed if
         requested by the Holders of a majority in aggregate liquidation
         preference of Series A Preferred Stock or the managing underwriter(s),
         if any; and

                  (xxi) provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 and Section 15 of the Exchange Act.

         Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof,
or until it is advised in writing (the "Advice") by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or
shall have received the Advice.

                                      -13-
<PAGE>


Section 7. REGISTRATION EXPENSES

         (a) All expenses incident to the Company's or any of its subsidiary's
performance of or compliance with this Agreement will be borne by the Company
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses (including
filings made by any Holder with the NASD (and, if applicable, the fees and
expenses of any "qualified independent underwriter" and its counsel that may be
required by the rules and regulations of the NASD)); (ii) all fees and expenses
of compliance with federal securities and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing certificates for the Series B
Preferred Stock to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company, its subsidiaries and, subject to
Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing Preferred Stock on a
national securities exchange or automated quotation system pursuant to the
requirements, if any, hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and its subsidiaries (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

         The Company will, in any event, bear its and each of its subsidiaries'
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company.

         (b) In connection with any Shelf Registration Statement required by
this Agreement, the Company will reimburse the Holders of Transfer Restricted
Securities being registered pursuant to the Shelf Registration Statement for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in liquidation preference of the Transfer Restricted
Securities; provided, however, that in no event shall the aggregate amount
payable by the Company pursuant to this Section 7(b) exceed $25,000.

Section 8.        INDEMNIFICATION

         (a) The Company agrees to indemnify and hold harmless (i) each Holder,
(ii) each person, if any, who controls any Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"),
against any losses, claims, damages or liabilities to which such Underwriter or
such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

                  (1) any untrue statement or alleged untrue statement of any
         material fact contained in (A) the Registration Statement or the
         Prospectus or any amendment or supplement thereto or (B) any
         application or other document, or any amendment or supplement thereto,
         executed by the Company or based upon written information furnished by
         or on behalf of the Company filed in any jurisdiction in order to
         qualify the Securities under the securities or "Blue Sky" laws thereof
         or filed with the Commission or any securities association or
         securities exchange (each an "Application"); or


                                      -14-
<PAGE>

                  (2) the omission or alleged omission to state in (A) the
         Registration Statement or any amendment thereto or any Application, a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading or (B) in any Prospectus or any
         amendment or supplement thereto, a material fact required to be stated
         therein or necessary to make the statement therein, in the light of the
         circumstances under which they were made, not misleading;

and will reimburse, as incurred, each Indemnified Holder for any legal or other
expenses reasonably incurred by such Indemnified Holder in connection with
investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to an Indemnified
Holder to the extent that any such loss, claim, damage or liability arises out
of or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement or any amendment thereto,
any Prospectus or any amendment or supplement thereto, or any Application in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Indemnified Holder specifically for use therein.

         This indemnity agreement will be in addition to any liability that the
Company may otherwise have to the Indemnified Holders. The Company will not,
without the prior written consent of the Indemnified Holders, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification by the
Indemnified Holders may be sought hereunder (whether or not any Indemnified
Holder is a party to such claim, action, suit or proceeding), unless such
settlement, compromise or consent includes an unconditional release of all
Indemnified Holders from all liability arising out of such claim, action, suit
or proceeding.

         (b) Each Holder of Transfer Restricted Securities will severally and
not jointly indemnify and hold harmless the Company, its directors, officers who
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject
under the Securities Act, the Exchange Act, or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or any amendment thereto,
any Prospectus or any amendment or supplement thereto or any Application, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement was made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of the Holders of
Transfer Restricted Securities specifically for use therein; and, subject to the
limitation set forth immediately preceding this clause, will reimburse, as
incurred, any legal or other expenses reasonably incurred by the Company or any
such director, officer or controlling person in connection with investigating or
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability that the Holders of Transfer
Restricted Securities may otherwise have to the indemnified parties. The Holders
of Transfer Restricted Securities will not, without the prior written consent of
the Company, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification by the Company may be sought hereunder (whether or not the
Company or any person who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act is a party to such
claim, action, suit or proceeding), unless such settlement, compromise or
consent includes an unconditional release of the Company and each such
controlling person from all liability arising out of such claim, action, suit or
proceeding or otherwise with the consent of the Company.


                                      -15-
<PAGE>

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability that it may have to any indemnified party except to the extent that
such omission results in the forfeiture by the indemnifying party of substantial
rights and defenses. In case any such action is brought against any indemnified
party, and such indemnified party notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the named
parties in any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties that are different from or additional to
those available to any such indemnifying party, then the indemnifying parties
shall not have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof and approval
by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses, other than reasonable and documented
out-of-pocket costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof, unless (i) the indemnified party
shall have employed separate counsel in accordance with the proviso to the
immediately preceding sentence (it being understood, however, that in connection
with such action the indemnifying party shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action
or separate but substantially similar actions in the same jurisdiction arising
out of the same general allegations or circumstances, designated by the
Indemnified Holders in the case of paragraph (a) of this Section 8 or the
Company in the case of paragraph (b) of this Section 8, representing the
indemnified parties under such paragraph (a) or paragraph (b), as the case may
be, who are parties to such action or actions); (ii) the indemnifying party has
authorized in writing the employment of counsel for the indemnified party at the
expense of the indemnifying parties; or (iii) the indemnifying party shall have
failed to assume the defense or retain counsel reasonably satisfactory to the
indemnified party. After such notice from the indemnifying parties to such
indemnified party (so long as the indemnified party shall have informed the
indemnifying parties of such action in accordance with this Section 8 on a
timely basis prior to the indemnified party seeking indemnification hereunder),
the indemnifying parties will not be liable under this Section 8 for the costs
and expenses of any settlement of such action effected by such indemnified party
without the consent of the indemnifying party, unless such indemnified party
waived its rights under this Section 8, in which case the indemnified party may
effect such a settlement without such consent.

         (d) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 8 is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the Company on the
one hand and the Holders from their sale of Transfer Restricted Securities on
the other 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 Company on the one hand and the Holders on the other in
connection with the actions, statements or omissions or alleged actions,

                                      -16-
<PAGE>

statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative fault of the parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand, or the Holders 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. The Company and the Holders agree that it would not be equitable
if the amount of such contribution were determined by pro rata or per capita
allocation (even if the Company on the one hand and the Holders on the other
hand were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), the Holders shall not be obligated to make
contributions hereunder that in the aggregate exceed the dollar amount of
proceeds received by such Holder upon sale of Transfer Restricted Securities
under this Agreement, less the aggregate amount of any damages that the Holders
have otherwise been required to pay by reason of the untrue or alleged untrue
statements, and 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. For purposes of this paragraph (d), each person, if any, who
controls any of the Holders within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Holders, and each director of the Company, each officer of the Company
who signed the Registration Statement and each person, if any, who controls any
of the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, shall have the same rights to contribution as the
Company.

Section 9. RULE 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

Section 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

         The Company shall not be required to participate in an Underwritten
Registration unless Holders of at least $10,000,000 in aggregate liquidation
preference or principal amount of Transfer Restricted Securities so request, nor
shall the Company be required to participate in more than two Underwritten
Registrations; provided that, this paragraph in no way alters the Company's
other obligations with respect to this Agreement.


                                      -17-
<PAGE>

Section 11. SELECTION OF UNDERWRITERS

         The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate liquidation preference or principal amount of the Transfer Restricted
Securities included in such offering; provided, however, that such investment
bankers and managers must be reasonably satisfactory to the Company.

Section 12. MISCELLANEOUS

         (a) Remedies. The Company agrees that monetary damages (including the
liquidated damages contemplated hereby) would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

         (c) Adjustments Affecting the Preferred Stock. The Company will not
take any action, or permit any change to occur, with respect to the Preferred
Stock that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

         (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of a majority of the outstanding liquidation
preference or principal amount of Transfer Restricted Securities.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
securities are being tendered pursuant to the Exchange Offer and that does not
affect directly or indirectly the rights of other Holders whose securities are
not being tendered pursuant to such Exchange Offer may be given by the Holders
of a majority of the outstanding liquidation preference or principal amount of
Transfer Restricted Securities being tendered or registered.

         (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Transfer Agent under the Series A Certificate of Designation, with
         a copy to the Transfer Agent under the Series A Certificate of
         Designation; and

                                      -18-
<PAGE>


                  (ii) if to the Company:

                          Pegasus Satellite Communications, Inc.
                          c/o Pegasus Management Corp.
                          225 City Line Avenue, Suite 200
                          Bala Cynwyd, PA 19004

                          Telecopier No.:  (610) 934-7121
                          Attention:  Ted S. Lodge, Esq.

                       with a copy to:

                          Drinker Biddle & Reath LLP
                          One Logan Square
                          Eighteenth & Cherry Streets
                          Philadelphia, PA 19103

                          Telecopier No.:  (215) 988-2757
                          Attention:  Michael B. Jordan, Esq.

         All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt acknowledged, if telecopied; and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Transfer Agent at
the following address:

                          First Union National Bank
                          1525 West W.T. Harris Boulevard, 3C3
                          Charlotte, NC  28288

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; 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 acquired
Transfer Restricted Securities from such Holder.

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

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

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

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<PAGE>


         (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

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



                           PEGASUS SATELLITE COMMUNICATIONS, INC.


                           By: /s/ Scott A. Blank
                               -------------------------------------------------
                               Name: Scott A. Blank
                               Title: Vice President






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